UPDATED 5/28/19
This Agreement between Business Credentialing Services, Inc., a Delaware Corporation ("BCS"),
and you (the "Vendor") sets forth the terms and conditions of Vendor's participation in the
BCS Certus Service (the "Service") at the request of one or more third parties with which
you have a relationship such as your customer, client, lender, landlord or franchisor ("Client").
What is the service?
The Service facilitates the sharing of certain Vendor information for a BCS Client for whom
Vendor provides various goods and/or services or with whom Vendor has another business relationship
(such as landlord-tenant, lessor-lessee, franchisor-franchisee, or lender/loan servicer-borrower).
The Service provides a secure online registration portal wherein a Vendor may submit insurance certificates
and other compliance paperwork and information for BCS to review, scan and host on a secure database.
The database is a tool used by BCS and BCS clients to facilitate the service. Under the service Vendor
submits insurance certificates and/or other compliance paperwork and information that BCS reviews for
completeness and for compliance with Client terms. The Service may also provide or involve data obtained
from third-parties, such as sites utilized for verifying licenses, etc. BCS makes no representation as to
the accuracy or completeness of any third-party information utilized in facilitating the service.
Vendor grants BCS the right, without any charge whatsoever, to collect, verify, store,
and analyze compliance and insurance information relating to Vendor and generate, use or
distribute the Vendor's information to the BCS Client.
What information is collected?
When Vendor visits the BCS home page or BCS Certus registration portal, the server logs Vendor's IP
address (unique network addresses), the time and duration of the visit, and the time and duration
of the pages on our website viewed. If Vendor visits the BCS home page via a third party, BCS may
capture information that tracks Vendor's visit from that source, to the extent BCS is able to do so.
BCS may also capture information about Vendor's computer system, such as browser type and operating system.
Vendor's IP address may be logged to help administer the BCS home page and/or unique BCS Client vendor registration
portal (if applicable). The BCS home page may use long-term and short-term cookies. BCS may place a cookie on
Vendor's hard drive. A cookie is a unique alphanumeric identifier to help identify the number of unique visitors
to the BCS home page, whether or not those visitors are repeat visitors, and the source of the visits.
BCS does not otherwise collect personal information about Vendors when visiting
the BCS home page, except for information uploaded by Vendors.
Confidential Information submitted is only viewable by BCS employees and clients.
"Confidential Information" shall only be materially confidential or proprietary information of
the Vendor provided to BCS in accordance with this Agreement and conspicuously labeled and identified
as confidential at the time of submission or within seven days of submission. To qualify as Confidential
Information, irrespective of designation by Vendor, the information must not otherwise be independently
available, developed or ascertainable from public or non-public third-party sources. Additionally, the name,
contact information, and nature of Vendor's business shall not be considered as Confidential Information.
In no event shall an insurance policy, insurance certificate or policy endorsement be considered as
Confidential Information.
Vendor represents and warrants that any information submitted (and which may be submitted in the future)
by or on behalf of Vendor to BCS is and shall be accurate, up-to-date, complete and submitted in compliance
with all applicable laws and shall not infringe any rights relating to personal privacy or publicity under a
law or governmental rule, regulation, directive, or policy. Vendor agrees to indemnify, defend and hold
harmless BCS from any and all losses, claims, damages, liabilities and expenses, including reasonable attorneys'
fees, arising out of or relating to any fraud, intentional act, or negligence by Vendor or its agents, employees
or affiliates, or violation by Vendor of any law or governmental rule or regulation or right of any entity or
individual arising thereunder.
What are BCS' Security Obligations?
BCS uses various security measures to protect information collected, including encryption, firewalls and
access controls. BCS stores Vendor Information on a computer system located in a controlled facility with
limited access. Visitor textual information is encrypted during transmission company databases are accessible
only by BCS employees, contractors and agents on a need to know basis and who have entered into and are bound
by a confidentiality and nondisclosure agreement.
BCS follows industry standards in securing the BCS home page and the CERTUS database. BCS Clients may only view
the information of their individual vendors. Vendors have no access to the CERTUS database aside from transmitting
and uploading their compliance paperwork via a BCS Client specific URL registration portal. No Vendor has access
to view any Certus database data, including their own, except in some cases in connection with accessing Vendor's
Service. When Vendor provides information through the BCS Home Page or the Certus database, the data is transmitted
through servers maintained by Internet service providers ("ISP") and transmitted to BCS.
How does BCS share your information?
Confidential Information provided by Vendor is only viewable by BCS employees, agents, and authorized users such as clients.
BCS will provide such Confidential Information to no other party except as described below. BCS may communicate directly with,
and share Vendor information with, Vendor's and Client's insurance agents, brokers, insurers, risk managers, designated
employees and agents, compliance officers, government officials and others to obtain and verify information and otherwise
to assist Clients. Additionally, Vendor authorizes BCS to include and disclose Vendor information (excluding Confidential
Information, as defined in this Agreement) as part of BCS' Vendor Network program. Vendor shall have the right, upon providing
written notice to BCS, to be excluded from BCS' Vendor Network program.
BCS may use and disclose information to protect its rights, fulfill regulatory requirements and
to respond to legal actions or government investigations. If such use or disclosure is necessary, BCS will
provide Vendor with reasonable notice to the extent legally permitted and feasible.
BCS may aggregate data for purposes of producing metrics and insurance statistics, or otherwise, but shall
not reveal specific Vendor Confidential Information.
Limits on BCS Liability and Disclaimers of Warranties
Information provided by third parties is subject to restrictions, licenses, limitations of liability and
warranties from the licensor. BCS shall incur no liability as a result of or derived from any licensed data
or any action or information supplied by any such third party, including any government agency or third-party licensor.
BCS DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, WRITTEN OR ORAL (INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE), WITH RESPECT TO THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT. VENDOR ACKNOWLEDGES
THAT BCS MAKES NO REPRESENTATION OR WARRANTY THAT, AS A RESULT OF BCS FURNISHING VENDOR DATA TO CLIENT, ANY BCS CLIENT
WILL SELECT OR UTILIZE, OR AWARD A CONTRACT TO VENDOR OR BEGIN TO DO BUSINESS OR CONTINUE TO DO BUSINESS WITH VENDOR.
IN NO EVENT SHALL BCS OR ANY OF ITS OFFICERS, DIRECTORS, AGENTS OR ASSIGNS BE LIABLE TO VENDOR FOR SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE, MULTIPLE OR OTHER INDIRECT DAMAGES, OR FOR LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS
OR LOSS OF USE DAMAGES, ARISING OUT OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT OR THE SERVICE, WHETHER BASED ON
WARRANTY, TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, EVEN IF BCS HAS BEEN ADVISED OF OR IS AWARE OF THE POSSIBILITY
OF SUCH DAMAGES OR LOSSES.
ANY BCS LIABILITY ARISING OUT OF THE SERVICE OR OTHERWISE UNDER THIS AGREEMENT, WHETHER BASED UPON WARRANTY, TORT,
CONTRACT, STRICT LIABILITY OR OTHERWISE, SHALL IN NO EVENT EXCEED THE AMOUNT PAID BY VENDOR UNDER THIS AGREEMENT OR
ON BEHALF OF VENDOR BY THE BCS CLIENT TO BCS DURING THE MOST RECENT 12-MONTH PERIOD. IF VENDOR HAS NOT MADE ANY PAYMENTS
TO BCS UNDER THIS AGREEMENT IN THE MOST RECENT 12-MONTH PERIOD, VENDOR AGREES THAT IN NO EVENT SHALL BCS' LIABILITY EXCEED $100.00.
Miscellaneous
No Vendor Confidential Information will be sold or distributed to third parties by BCS.
No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this
Agreement. Vendor acknowledges and agrees to be bound by the Legal and Privacy notices posted on the BCS website www.BCSaudit.com,
as they relate to any interaction Vendor may have with the BCS website.
The BCS home page contains external links to third-party sites not affiliated with BCS. BCS is not responsible for the privacy practices
or content of web sites not created or maintained by BCS.
The BCS home page links to the Certus database which BCS employees and authorized BCS clients may securely log on to view limited Vendor
data. Access to CERTUS is restricted by secure login to BCS employees and select BCS Client users. BCS employees are bound by employment
confidentiality agreement.
Vendor agrees not to use any device, software or process to interfere or attempt to interfere with the proper working of Certus. Vendor
agrees not to take any action that imposes an unreasonable or disproportionately large load on Certus. A disproportionately large load
shall be considered one which restricts or interferes with the use of Certus by BCS clients or their vendors. BCS reserves the right
to investigate and suspend use of Certus by Vendor in the event Vendor's use is interfering with other BCS clients or their vendors.
Vendor agrees not to copy, reproduce, alter, modify, create derivative works, or publicly display any content from Certus without prior,
express written permission of BCS.
Vendor agrees not to use any information provided to Vendor by BCS, or provided to Vendor by a BCS Client and obtained by such Client
from or through BCS, for any purpose related to the Federal Fair Credit Reporting Act, 15 U.S.C. section 1681 et seq., as amended,
including, but not limited to, making a determination of any individual's eligibility for employment, credit or insurance to be used
primarily for personal, family or household purposes.
Vendor acknowledges that BCS may assign this Agreement at any time and for any reason, and that notice may or may not be given to Vendor
of any such assignment. Vendor acknowledges that BCS is under no obligation to return to Vendor any information, documents or paperwork
submitted by Vendor during the course of the Service, whatsoever.
BCS may amend this Agreement at any time, and Vendor agrees to be bound by all Agreement updates. The new, amended Agreement will be
conspicuously posted on the BCS website, www.BCSCOI.com.
No refunds or credits will be given to Vendors, whatsoever. BCS may change fees for the service at any time; such changes will apply
upon annual renewal of Vendor registration with BCS.
Jurisdictional limitations on certain disclaimers of warranties may apply. Vendor acknowledges that it is to make no reliance in any
form on any information or communication it receives from BCS, BCS Clients, or affiliated or non-affiliated parties relating to any
aspect of the service, whatsoever. This applies to any communication whether written, oral or otherwise, or any information that appears
in the database, at any time.
This Agreement shall be deemed accepted by Vendor upon Vendor's electronic acceptance. Such acceptance is limited to the terms of this
Agreement in the form presented to Vendor by BCS. Any modifications made to this Agreement by Vendor are null and void. This Agreement,
when accepted, constitutes the entire agreement of the parties with respect to the subject matter and supersedes any oral negotiations
and prior writings with respect to the subject matter. No term or provision of this Agreement may be modified, amended or waived without
prior signed written agreement of BCS. Failure to timely pay fees due BCS serves as Vendor's waiver of any rights accrued under this
Agreement, to the extent allowable by law.
All provisions in this Agreement relating to Confidential Information, representations, warranties, disclaimers, limitations of and
exclusions from liability, and indemnification, shall survive termination of this Agreement. Should any provision hereof for any reason
be declared invalid or unenforceable by a court of competent jurisdiction, the remaining portions of this Agreement shall remain in full
force and effect. This Agreement shall be governed by and construed in accordance with the laws of the State of New York. If any action
at law or in equity is commenced by any party to enforce or interpret the terms of this Agreement, the party finally prevailing in such
action or proceeding shall be entitled to recover reasonable costs, disbursements and attorneys' fees in addition to any other relief to
which it may be entitled.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements.