Terms and Conditions for Kroll Compliance Portal Access (Subject)

Kroll has been retained by its client (“Client”) to assist with the collection and review of certain information provided by you (“Subject”) in connection with Client’s third party due diligence program (the “Purpose”).  Subject’s use of the online portal services (the “Kroll Compliance Portal”) is subject to the following terms and conditions (“Agreement”) and our Privacy Policy:

1. Access. Subject will be responsible for obtaining the necessary internet connectivity required to access the Kroll Compliance Portal.
2. No Kroll/Client Relationship; Authority.  Subject acknowledges and agrees that (a) the submission of any information to Kroll shall not create a client relationship between Subject and Kroll; (b) any information provided to and/or obtained by Kroll will be used by Kroll in connection with the Purpose and provided to and used by Client; (c) Subject shall, subject to any statutory rights under applicable data privacy laws, have no right to review, receive or procure a copy of any information, report or other deliverable provided by Kroll to Client (“Kroll Report”), to include without limitation, any working papers or other documents used in connection with the creation of the Kroll Report; and, (d) the Kroll Report is not provided by a “consumer reporting agency,” and does not constitute a “consumer report,” as those terms are defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681, et seq.  Subject warrants that in each instance in which it discloses to Kroll any information and/or documentation that it has the necessary license, authority, permission and/or consent to do so.
3. Waiver; Disclaimer. To the fullest extent permitted by law, Subject hereby waives any and all claims and releases Kroll from any and all liability in connection with the services provided to Client and Subjects use of the Kroll Compliance Portal. KROLL DISCLAIMS ANY LIABILITY AND DOES NOT TAKE ANY RESPONSIBILITY FOR THE DECISIONS CLIENT MAKES BASED ON THE INFORMATION PROVIDED BY SUBJECT OR OTHERWISE OBTAINED FROM A DATA PROVIDER, E.G., PUBLIC RECORD INFORMATION.  EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, KROLL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, ANY IMPLIED WARRANTY ARISING FROM THE COURSE OF DEALING, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT REGARDING ANY OF THE INFORMATION RECEIVED BY CLIENT UNDER THE PORTAL SERVICES, AND ANY NON-INTERRUPTION OF KROLL COMPLIANCE PORTAL OR SYSTEM USE.  
4. Limited Use; Restrictions.  Subject shall be permitted to use the Kroll Compliance Portal solely for the purpose of providing information and/or documentation in connection with the Purpose, and for no other purpose.  Subject shall not (i) modify, copy or create derivative works based on the Kroll Compliance Portal or any associated technology; (ii)  create internet “links” to or from the Kroll Compliance Portal, or “frame” or “mirror” any content forming part of the Kroll Compliance Portal; (iii) resell, sublicense, disassemble, reverse engineer or decompile the Kroll Compliance Portal or related technology, or access it in order to (A) build a competitive product or service; (B) build a product or service using similar ideas, feature, functions or graphics of the Kroll Compliance Portal; or, (C) copy any ideas, features, functions or graphics of the Kroll Compliance Portal; (iv) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Kroll Compliance Portal available to any third party ; (v) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or that violates third party privacy rights; (vi) knowingly or intentionally send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (vii) knowingly or intentionally interfere with or disrupt the integrity or performance of the Kroll Compliance Portal or the data contained therein; or (viii) knowingly or intentionally attempt to gain unauthorized access to the Kroll Compliance Portal or its related systems or networks.  Subject shall hold harmless and indemnify Kroll from and against any and all claims, damages and costs (including reasonable attorneys’ fees and disbursements) arising out of Subject’s breach of its obligations under this Agreement.
5. Termination.  Kroll may without liability or penalty suspend or terminate Subject’s access to the Kroll Compliance Portal at any time or for any reason.
6. Governing Law and Dispute Resolution.  The Agreement is governed by the laws of the State of New York without regard to the law of conflicts. Any controversy or claim arising out of or relating to the Agreement, or the breach thereof, shall be settled by binding arbitration administered in New York, New York by the American Arbitration Association (“AAA”) in accordance with its Arbitration Rules then in effect. There shall be one arbitrator agreed to by Kroll and Subject within twenty (20) days of a written request for arbitration. If Kroll and Subject cannot agree, an arbitrator will be appointed by the AAA in accordance with its Arbitration Rules. Any award from any such arbitration proceeding may be entered as a judgment in any court of competent jurisdiction. Kroll and Subject shall each bear its own costs in connection with any arbitration hereunder. Nothing herein shall prevent Kroll or Subject from seeking injunctive relief (or any other provisional remedy) from any court having jurisdiction over Kroll or Subject and the subject matter of the dispute as is necessary to protect either party's proprietary rights.
7. Data Transfer.  Subject agrees that the information and documentation provided to Kroll and any other information it discloses to Kroll in the course of using the Kroll Compliance Portal in accordance with this Agreement, including any personal data, may be transferred to, stored and processed in a jurisdiction(s) other than the jurisdiction from where Subject provided the information (or where the information originated) including to jurisdictions with a lower standard of data protection laws (such as the US). Kroll will take legally required measures to protect any personal data transferred to such other jurisdictions. The information will be processed by Kroll for the Purpose and for purposes related to the performance of its services to the Client.  Subject confirms that it consents or that it has obtained all necessary consents or permissions from and/or made all legally required notifications to individual data subjects, other data controllers and/or any relevant government or regulatory body to enable the transfer, storage and processing of such information for the purpose permitted herein.