By accessing and using this website “tsaglobalcheck.com” or any other sub-domains (collectively provided by VES Technologies, LLC, “VES”), you (“Customer”) accept and agree to be bound by the terms and provision of this agreement. In addition, when using this website’s particular services, You shall be subject to any posted guidelines or rules applicable to such services, which may be posted and modified from time to time. In this agreement Customer and VES shall also be individually referred to as a “Party” and collectively referred to as the “Parties”.

ANY PARTICIPATION IN THIS SITE WILL CONSTITUTE ACCEPTANCE OF THIS AGREEMENT. YOU ARE INDICATING YOUR AGREEMENT TO THE TERMS OF THIS SERVICE AGREEMENT AND ALL REVISIONS THERAFTER. IF YOU DO NOT AGREE TO ABIDE BY THE ABOVE, PLEASE DO NOT USE THIS SITE OR ANY SERVICES PROVIDED BY VES.

1. ELIGIBILITY

1.1. In order to use VES, You must: be at least eighteen (18) years old and able to enter into contracts; complete the registration process; agree to the Terms; and provide true, complete, and up to date contact information.
By using VES, You represent and warrant that You meet all the requirements listed above, and if using VES on behalf of a company or government entity that you have permission to obligate them to pay for the services you use. VES may refuse service, close accounts of any users, and change eligibility requirements at any time.

2. INVOICING

2.1. Our charges are per search/verification and are billed and charged monthly. Pricing is posted on our Website and may be changed from time to time or per customer. If any part of a month is included in the Term, then payment is due for the full month. There is a minimum of $20 account maintenance fee in case of no account activity. Minimum charge amount is $20.

3. REFUNDS

3.1. VES will issue a refund for a prepaid month if we stop providing our Service to You for a reason that’s not laid out in these Terms. You won’t be entitled to a refund from us under any other circumstances. VES may offer a full or partial refund or discount if a Customer applies and requests one through [email protected], on a case-by-case basis.

4. LICENSE AND SERVICE

4.1. Subject to the terms and conditions of this Agreement, and provided that all fees have been paid by Customer for the Services, VES hereby grants Customer a non-exclusive, non-transferable, worldwide right to access the Services, solely for Customer’s internal business purposes.
4.2. Customer will comply with all applicable laws and regulations in connection with Customer’s use of the Service. Customer will not use the Service to post or transmit any illegal material, including, without limitation, any transmissions that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national, or international law or regulation. In particular, Customer shall not

4.2.1. Modify, adapt, translate, incorporate into or with other software, or create a derivative work or an improvement of, any part of the Service without VES’ cooperation or approval;

4.2.2. Disclose the results of any benchmarking of the Service, or use such results for its own competing software development activities;

4.2.3. Copy, reproduce or duplicate the Service, by any means or in any manner;

4.2.4. Decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service by any means;

4.2.5. Affect the quality of other users’ experience;

4.2.6. Engage in any monitoring or interception of data not intended for Customer;

4.2.7. Attempt to circumvent authentication or security of any host, network or account;

4.2.8. Use any method, software or program designed to collect identity information, authentication credentials, or other information; or

4.2.9. Transmit or receive, upload, use or reuse material that (A) is abusive, indecent, defamatory, harassing, obscene or menacing, or a breach of confidence, privacy or similar third party rights, (B) violates any intellectual property rights of a third party, including, without limitation, patents, trademarks, trade secrets or copyrights, (C) Customer does not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements), (D) Customer has not collected directly from live web forms or other opt-in collection mechanisms directly related to Customer’s business, (E) use for an FCRA regulated purpose in a consumer report, to deny employment, or any other FCRA regulated uses.

4.3. Customer is responsible and liable for all uses of the Service through access thereto by Customer, directly or indirectly. Specifically, Customer is responsible and liable for all actions and failures to take required actions with respect to the Service by its authorized Users or by any other person to whom Customer provided access to or use of the Service, whether such access or use is permitted by or in violation of this Agreement. Customer shall defend, indemnify, and hold harmless VES from and against any claims, loss, liability, or damages (including reasonable attorneys’ fees) arising from Customer’s use of the Services
4.4. Customer will have a password and account for VES. Customer is responsible for maintaining the confidentiality of the password and account and is fully responsible for all activities that occur under its account, including, without limitation, all actions by sub-users registered under its account. Customer will (i) immediately notify VES of any unauthorized access to or use of its password or account or any other breach of security; and (ii) ensure that Customer exits (logs off) from its account at the end of each session. For the avoidance of doubt, VES cannot and will not be liable for any loss, damage or other liability arising from Customer’s failure to comply with maintaining the confidentiality of the password and account or from any unauthorized access to or use of Customer’s account
4.5. Customer represents and warrants that all data sent to VES or otherwise processed through or used in connection with the Service has been legally obtained and that its use is not in violation of any laws, rules, regulations, legislation or directives governing data, including, without limitation, any relevant local data protection laws, rules, regulations, legislation or directives pertaining to any country or territory the Service is used. In the event Customer provides access to its or any data in a file stored with a third-party source, Customer represents and warrants that Customer has all legal rights and authority to grant VES access to such files in order to download or process such data using the Service.

5. TERM

5.1. The term of this Agreement shall commence as of the Effective Date and shall thereafter automatically continue in effect until terminated unless terminated in writing by either Party with thirty (30) days prior written notice, or until all Service Orders issued pursuant to this Agreement have been terminated or expire, whichever is last to occur (the “Agreement Term”).
5.2. Termination for Breach. Either Party may, at its option, terminate this Agreement effective upon written notice to the other Party if the other Party has breached any material provision of this Agreement and failure by the other to cure such material breach within the thirty (30) day period.
5.3. Termination for Insolvency. This Agreement shall terminate immediately should either Party become insolvent or should bankruptcy proceedings be commenced for or against either Party.

6. NON-DISCLOSURE

6.1. The Parties agree that Confidential Information received from the other Party shall be kept confidential. The term “Confidential Information” shall include all information made available by or on behalf of one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) under or in connection with this Agreement, including but not limited to (a) the rates, terms and conditions of this Agreement, including any Service Orders, (b) all information, data, know-how, trade secrets or other material pertaining to the operations, technology, intellectual property, programs, strategies, business plans, finances, personnel, customers, suppliers, markets, network, sales, prices, policies or business affairs of the Disclosing Party or its Affiliates, (c) all information which is marked as “proprietary”, “confidential” or with words of similar meaning, (d) information otherwise supplied orally with a contemporaneous confidential designation, or (e) information which is known by the Receiving Party to be confidential or proprietary information or documentation of the Disclosing Party. The Parties agree that the terms and conditions of this Agreement and all exhibits referenced herein, as well as any invoices for Service provided hereunder, are Confidential Information.

6.2. Confidential Information shall not include information that (a) is or becomes part of the public domain through no fault of the Receiving Party or breach of this Agreement, (b) is rightfully received by the Receiving Party from a third party not acting in breach of an obligation of confidentiality owed to the Disclosing Party, (c) is independently developed by the personnel of the Receiving Party or any of its Affiliates without access to the information disclosed by the Disclosing Party, (d) is rightfully known to or possessed by the Receiving Party or its Affiliates, as evidenced by the written records of the Receiving Party or its affiliates, as the case may be, prior to its receipt from the Disclosing Party, or (e) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent. The Party claiming that any of the exceptions set forth in the clauses above apply shall have the burden of proof to establish such applicability.

6.3. Each Party agrees (a) to hold the other Party’s Confidential Information in strict confidence and to disclose the information only to those of its employees or permitted third-parties with a legitimate need to know such information, (b) to exercise at least the same care in protecting the other Party’s Confidential Information from disclosure as the Party uses with regard to its own Confidential Information, but in any event no less than a reasonable degree of care, and (c) not to disclose such Confidential Information to third parties, excluding employees of an Affiliate, independent third-party auditors, potential third party purchasers, shareholders, lenders, investors and similar parties provided that they agree in writing to comply with confidentiality requirements no less restrictive than those contained in this Section. Notwithstanding the foregoing, Receiving Party may disclose Confidential Information of Disclosing Party in accordance with a judicial or other governmental order or request or by operation of law, provided that Receiving Party, if permitted by law, will notify Disclosing Party thereof in order to allow Disclosing Party a reasonable opportunity to seek a protective order or equivalent, provided such notice is permissible.

6.4. Each Party shall be liable for any breach of confidentiality by itself or any of its agents, Affiliates or representatives. Receiving Party shall notify Disclosing Party immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement by Receiving Party and/or its employees, consultants or contractors, and will cooperate with Disclosing Party in every reasonable way to assist Disclosing Party to regain possession of the Confidential Information and prevent its further unauthorized use or disclosure. Notwithstanding termination of this Agreement, the Parties’ obligations under this Section shall remain in full force and effect with respect to confidential knowledge and information for a period of one (1) year after the termination date of this Agreement.

7. GENERAL

7.1. Severability. If any term of this Agreement or the application thereof is found invalid, illegal or unenforceable, the remainder of this Agreement will remain in full force and effect.
7.2. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of California, U.S.A., applicable to contracts made and to be performed entirely therein, without regard to the conflict of laws provisions thereof, and each party agrees to be subject to the jurisdiction of the courts in the State of California if a suit is commenced in connection with this Agreement.
7.3. No Assignment. Neither the rights nor the obligations under this Agreement may be assigned or delegated by either party without the prior written consent of the other party which shall not be unreasonably withheld or delayed, except that either party may assign this Agreement in connection with any merger, acquisition or business combination of such party. Any purported assignment that is not expressly permitted by this clause shall be void and of no effect.
7.4. Compliance with Laws. The Customer shall be responsible, as applicable, for complying with the laws and regulations applicable in any nation, or political subdivision thereof, in which they engage in business.
7.5. Survival. Any provisions which must survive in order to give effect to their meaning, shall survive the completion, expiration, termination or cancellation of this Agreement.