Terms of Service

Terms of Service

This is a contract between you (the Customer) and us (Decipher Credit Solutions, Inc.). It describes the services we will provide to you, how we will work together, and other aspects of our business relationship. It is a legal document and we cannot provide our products and services to you unless you agree to them. By accessing or using our Subscription Service or receiving the Consulting Services, you are agreeing to these terms. We periodically update these terms. If you have an active Decipher Credit Solutions subscription, we will let you know when we do via an email or in-app notification. 

DEFINITIONS 

  1. “Agreement” means these Customer Terms of Service and all materials referred or linked to these Customer Terms of Service document.
  2. “Applicant” means your Client or possible Client that has started or submitted an Application Form or that you have started an Application Form on their behalf.
  3. “Application Form” means the Application Template form, provided as part of the service, which is linked or embedded in your website and used by your website visitors or Applicants to provide you information.
  4. “Application Template” means the Application Form created by you using our services.
  5. “Authorized Contact” means any persons or entities who certifies to be authorized to enter into a binding legal contract with Decipher Credit Solutions on behalf of your person, company or organization.
  6. “Billable Users” means those types of Users (defined below) for which we charge you fees.
  7. “Confidential Information” means all confidential information provided by you or us (“Discloser”) to the other (“Receiver”), whether orally or in writing that is designated as confidential. Confidential Information will include Customer Data and information about the Discloser’s business plans, prospects, technical data, the terms of the Order, and the terms and conditions of this Agreement. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Discloser or (ii) was known to the Receiver before receipt from the Discloser. Subject to the foregoing exclusions, Customer Data will be considered Confidential Information under this Agreement regardless of whether or not it is designated as confidential.
  8. “Contact” means a single individual (other than a User) whose Contact Information is stored by you in the Subscription Service. rev. March-2021
  9. “Contact Information” means the name, email address, phone number, online user name(s), telephone number, and similar information submitted by Applicants to your Application Form on the Subscription Service or entered/uploaded by you to the Subscription Service.
  10. “Client Information” means the name of a company or individual including its Contact Information which also may or may not be an Applicant.
  11. “Consulting Services” means the professional services provided to you by us, which may include training services, installation, configuration, integration or other consulting services.
  12. “Customer Data” means all information that you submit or collect via the Subscription Service. Customer Data does not include Enrichment Data. 
  13. “Data Service” means any third party sourced Data for which we are integrated and you can access using your own account with data provider. 
  14. “Data Service Request” means one or more request attempts to electronically obtain a data set from one or more Data Services. 
  15. “Enrichment Data” means the data we make available to you as part of the Subscription Service and Sourced Data. Enrichment Data also includes and transformed Data such as financial insights that we obtain from public or third-party sources.
  16. “Starter Services” or “Starter Subscription Services” or “Starter” services means the Subscription Service or other products or features made available by us to you which may include fees per Application and limited or third-party support services. 
  17. “Personal Data” means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly as personal data, personal information or personally identifiable information under applicable Data Protection Laws.
  18. “Professional Subscription Products” or “Enterprise Subscription Products” means access to all authorized products offered in the Subscription Service which may include enhanced support and a yearly flat fee paid monthly.
  19. “FCRA” means the Fair Credit Reporting Act, a United States Federal Government legislation enacted to promote the accuracy, fairness, and privacy of consumer information contained in the files of consumer reporting agencies.
  20. “GLBA” means the Gramm-Leach-Bliley Act, a United States Federal Government legislation regulating the privacy and use of Personal Data.
  21. “Order” or “Order Form” or “Contract Details” means the Decipher Credit Solutions approved form or online subscription process by which you agree to subscribe to the Subscription Service and/or Consulting Services. The Order may be referred to as a “Statement of Work” if you are purchasing only Consulting Services. The Order is an integral part of this Agreement.
  22. “Data Services Schedule” means the list of integrations with third-party providers that you can access using your own account (“Provider’s Account”) with those providers. 
  23. “Sample Email Templates” means the saved email templates provided to you “as is” with the Subscription Period. You declare that you have read the contents of all Sample Email Templates and by using them you accept these content as yours. 
  24. “Sample Document Templates” means the initial document templates and its contents provided to you for illustration purposes only. You agree that Decipher Credit Solutions is exempt from any and all liability which may arise from the contents of these document templates. You further agree not to use these Sample Document Templates for business purposes.
  25. “Sensitive Information” means (a) personal credit information; personal financial account information; Social Security numbers or local equivalents; passport numbers; driver’s license numbers or similar identifiers; passwords; including any information subject to the FCRA, the GLBA, and other regulations, laws or industry standards designed to protect similar information; and (b) any information defined under EU data protection laws as ‘Sensitive Personal Data’.
  26. “Service Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags that we incorporate into the Subscription Service or Consulting Services, including Enrichment Data.
  27. “Submitted Application” means an Application Form with information entered by the Applicant.
  28. “Subscription Fee” means the amount you pay for the Subscription Service.
  29. “Subscription Service” means all of our web-based sales, credit underwriting and onboarding applications, tools and platforms that you have subscribed to by an Order Form or that we otherwise make available to you, and are developed, operated, and maintained by us, accessible via http://DecipherCredit.net or another designated URL, and any ancillary products and services, including Microsoft Office add-ins, macros and templates, that we provide to you. 
  30. “Subscription Term” means the initial term of your subscription to the applicable Subscription Service, as specified on your Order Form(s), and each subsequent renewal term (if any). 
  31. “Subscription Add-on” means an additional Subscription Service or child Subscription Service for a specific product, application, tool or service that independent of its term its access is dependent on another Subscription Service and carries an additional Subscription Fee as agreed and subscribed to by an Order Form. 
  32. “Third-Party Products” means non-embedded products and professional services that are provided by third parties which interoperate with or are used in connection with the Subscription Service. The cost, operation and service of these Third-Party Products is your sole responsibility. 
  33. “Users” means your leads, applicants, clients, employees, representatives, consultants, contractors or agents who are authorized to use the Subscription Service for your benefit and have unique user identifications and passwords or application codes for the Subscription Service.
  34. “Vendor Credentials” means the sub-code, username, password and methods used to access third-party data sources. 
  35. “Decipher Credit Solutions”, “we”, “us” or “our” means the applicable contracting entity as specified in the ‘Contracting Entity and Applicable Law’ section. rev. March-2021. 
  36. “You”, “your” or “Customer” means the person or entity using the Subscription Service, consuming Data Services or receiving the Consulting Services and identified in the applicable Account record, billing statement, online subscription process, or Order Form as the customer.

GENERAL TERMS 

  1. Access. During the Subscription Term, we will provide you access to use the Subscription Service as described in this Agreement and the applicable Order. We might provide some or all elements of the Subscription Service through third party service providers.

  2. Availability. We make every attempt to make the Subscription Service available 24 hours a day, 7 days a week, except for planned down-time for maintenance.

  3. Additional Features. You may subscribe to additional features or Subscription Add-ons of the Subscription Service by placing an additional Order or activating the additional features from within your Decipher account (if this option is made available by us). This Agreement will apply to all additional Order(s) and all additional features that you activate from within your Decipher account.

  4. Service Uptime Commitment. For the purposes of this ‘Service Uptime Commitment’ section, the following definitions shall apply:
    a. “Critical” means a critical full outage/severe issue that constitutes a catastrophic problem that causes complete inability to use the Subscription Service, excluding Free Services (if any are offered), across a significant portion of the production environment resulting in production downtime and where there is no workaround or solution to the problem.
    b. “Excluded” means the following: (i) unavailability caused by circumstances beyond our reasonable control, including, without limitation, act of God, acts of government, emergencies, natural disasters, flood, fire, civil unrest, acts of terror, strikes or other labor problems, or any other force majeure event or factors; (ii) any interruptions in third-party services outside of our control including but not limited to data bureaus, lien filling services, accounting systems, bank connections; (iii) any problems resulting from Customer’s combining or merging the Subscription Service with any hardware or software not supplied by us or not identified by us in writing as compatible with the Subscription Service; (iv) interruptions or delays in providing the service resulting from telecommunications or internet service provider failures outside of our datacenter; and (v) any interruption or unavailability resulting from the misuse, improper use, alteration, or damage of the Subscription Service.
    c. “Service Uptime” means (total hours in calendar month – unscheduled maintenance which causes unavailability – Critical issue durations – scheduled maintenance – Excluded) / (Total hours in calendar month – scheduled maintenance – Excluded) X 100%.
    d. We will use commercially reasonable efforts to meet a Service Uptime of 99.95% for our Subscription Service in a given calendar month. All availability calculations will be based on our system records.

  5. Consulting Services. You may purchase Consulting Services by placing an Order with us. Unless we otherwise agree, the Consulting Services we provide are described in the Work Order provided. Consulting Services are provided under the following terms:
    a. Fees for these Consulting Services are in addition to your Subscription Fee.
    b. All Consulting Services are performed remotely, unless you and we otherwise agree. For Consulting Services performed on-site, you will reimburse us our reasonable costs for all expenses incurred in connection with the Consulting Services. Any invoices or other requests for reimbursements will be due and payable within thirty (30) days of the date of the invoice.
    c. If there are a specific number of hours included in the Consulting Services purchased, those hours will expire as indicated in the applicable description, which expiration period will commence upon purchase (the “Expiration Period”).
    d. If there are deliverables included in the Consulting Services purchased, it is estimated that those deliverables will be completed within the time period indicated as the delivery period in the applicable description or in the Statement of Work, which delivery period will commence upon purchase (the “Delivery Period”). If there is no Expiration Period or Delivery Period indicated, then it will be one hundred and eighty (180) days from purchase.
    e. If the Consulting Services provided are not complete at the end of the Delivery Period due to your failure to make the necessary resources available to us or to perform your obligations, such Consulting Services will be deemed to be complete at the end of the Delivery Period. If the Consulting Services provided are not complete at the end of the Delivery Period due to our failure to make the necessary resources available to you or to perform our obligations, the Delivery Period will be extended to allow us to complete such Consulting Services.
    f. Consulting Services are non-cancellable and all fees for Consulting Services are nonrefundable.

  6. Service Fees. Services Fees are all fees due before the Billing Period starts unless otherwise indicated in your Order Form.
    a. Subscription Services
        i. The Subscription Fee for Starter Services as described in the Order Form may include a minimum of Applications per month with additional fees for each subsequent Applications.
        ii. The Subscription Fee for Professional or Enterprise Subscription Products as described in the Order Form is a fixed amount per Subscription Service Term which includes an unlimited number of Submitted Applications, unlimited number of users within your Subscription service, and unlimited access to support during business hours. rev. March-2021
        iii. Subscription Services do not include Data Services. 
    b. Data Services
         i. The cost of Data Services are subject to your agreement with a third-party data service provider that is integrated with us. It is a direct  relationship between you and your data service provider, therefore, we are not responsible for any price or volume of data consumed by you. You agree that we are not responsible for the terms, pricing or volume your provider has established with you.
         ii. With our prior authorization you may provide us your data provider Credentials at no extra cost.
    c. Consulting Services
         i. Fees for Consulting Services will be described in the Order Form and shall include a description of all work to be performed.

  7. Payment. All Payments shall be made by debit or credit card, unless otherwise specified in the Order Form.
    a. Payment by credit card. If you are paying by debit or credit card, you authorize us to charge your credit card or bank account for all fees payable during the Subscription Term. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.
    b. Payment against invoice. If you are paying by invoice, we will invoice you no more than forty-five (45) days before the beginning of the Subscription Term and each subsequent Billing Period, and other times during the Subscription Term when fees are payable. All amounts invoiced are due and payable via debit ACH or electronic transfer within thirty (30) days from the date of the invoice, unless otherwise specified in the Order Form. If paying by invoice we reserve the right at any time to modify your payment terms. c. Payment Information. You will keep your contact information, billing information and credit card information (where applicable) up to date. All payment obligations are non-cancelable, and all amounts paid are non-refundable, except as specifically provided for in this Agreement. rev. March-2021 d. Balance Owed. Any balance owed by you to us shall survive the expiration or termination of this Agreement.

  8. Subscription Types. We offer three main types of subscriptions: Professional Subscription, Enterprise Subscription, and Starter Subscription Services. There are different terms that apply depending on the subscription you purchase, and we cover those differences in this section. Unless otherwise agreed to in an Order, the following subscription types apply to the products specified:
    a. Starter Subscription Services: provides limited access to our products and support services with a minimum of Applications per month.
    b. Professional Subscription Products: access to all advanced products offered and Premium Support services.
    c. Enterprise Subscription Products: full access to all advanced products offered and Premium Support services.

  9. Limits. The limits that apply to you will be specified in your Order Form, this Agreement. You must be 18 years of age or older to use the Subscription Service. For our Starter Services we may change the limits that apply to your use at any time in our sole discretion without notice to you, regardless of whether or not these are used in conjunction with other products or services for which you pay us a fee.

  10. Modifications. We modify the Subscription Service from time to time, including by adding or deleting features and functions, in an effort to improve your experience. For our Professional and Enterprise Subscription Service Products, we will not make changes to the Subscription Service that materially reduce the functionality provided to you during the Subscription Term. For our Starter Services we may make changes that materially reduce the functionality provided to you during the Subscription Term.

  11. Beta Services. If we provide beta access to some or all of the Subscription Service (the “Beta Services”) available to you (i) the Beta Services are provided “as is” and without warranty of any kind, (ii) we may suspend, limit, or terminate the Beta Services for any reason at any time without notice, and (iii) we will not be liable to you for damages of any kind related to your use of the Beta Services. If we inform you of additional terms and conditions that apply to your use of the Beta Services, those will apply as well. We might require your participation to be confidential, and we might also require you to provide feedback to us about your use of Beta Services. You agree that we own all rights to use and incorporate your feedback into our services and products, without payment or attribution to you.

  12. Customer Support. We accept email and in-app support questions 24 hours per day x 7 days per week. Email and in-app questions can be submitted through the help/chat widget in the lower righthand corner of your account. For Professional and Enterprise Subscription Service Products Subscribers in good standing, phone, email, and in-app support is included at no additional cost. In-app support for these Subscriptions is available from 8:30am to 7pm, Monday to Friday EST (Eastern Standard Time), with exception of national and bank holidays. Phone and screen sharing support is provided by appointment via our support email or via in-app request. For Starter Services we accept emails at any time. Email responses are provided during phone support hours only. We attempt to respond to email and in-app support questions within one business day; in practice, our responses are generally even faster. We do not promise or guarantee any specific response time. rev. March-2021

  13. Support Limitations. Issues resulting from your use of custom API’s or your modifications to code in the Subscription Service may be outside the scope of Customer Support. We will only provide support for integrations which are listed in our Services Schedule as being supported by Decipher.

  14. Unauthorized Use and Limitations.
    You will not:
    a. Use the Subscription Service in any manner that damages, disables, overburdens, or impairs any of our websites or interferes with any other party’s use of the Subscription Service;
    b. Attempt to gain unauthorized access to the Subscription Service;
    c. Access the Subscription Service other than through our interface; or
    d. Use the Subscription Service for any purpose or in any manner that is unlawful or prohibited by this Agreement or any government regulation.
    e. The Subscription Service complies with FCRA, GLBA and applicable privacy laws but it is your responsibility to enforce FCRA and GLBA legislation within your Subscription Service and within your organization. You agree to guard Sensitive Information and that we are not responsible for the misuse or any and all liability that may arise now or in the future from the use of Sensitive Information, regardless if it is provided by us, a Data Service or any other third-party.
    f. The Subscription Service is not designed to comply with other industry-specific regulations such as the Health Insurance Portability and Accountability Act (HIPAA), so you may not use the Subscription Service where your communications would be subject to such laws.

  15. Proprietary Rights. This is an Agreement for access to and use of the Subscription Service, and you are not granted a license to any software by this Agreement. The Subscription Service and Consulting Services are protected by intellectual property laws, they belong to and are the property of us or our licensors (if any), and we retain all ownership rights to them. You agree not to copy, rent, lease, sell, distribute, or create derivative works based on the Decipher Credit Solutions’ Service Content, the Subscription Service, Data Service or the Consulting Services in whole or in part, by any means, except as expressly authorized in writing by us.

  16. Feedback. We encourage you and all customers to comment on the Subscription Service or Consulting Services, provide suggestions for improving it, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Subscription Service or Consulting Services, without payment or attribution to you.

  17. Customer’s Proprietary Rights. As between the parties, you own and retain all rights to the Customer Data. This Agreement does not grant us any ownership rights to Customer Data. You grant permission to us and our licensors to use the Customer Data only as necessary to provide the Subscription Service and Consulting Services to you and as permitted by this Agreement. If you are using the Subscription Service or receiving Consulting Services on behalf of another party, then you represent and warrant that you have all sufficient and necessary rights and permissions to do so.

  18. Data Privacy. We process Customer Data under your direction, and we have no direct control or ownership of the Personal Data we process on your behalf and we store the data on our service provider servers. You are responsible for complying with any regulations or laws that require providing notice, disclosure, and/or obtaining consent to acquire or process Personal Data. rev. March-2021 We do not control the types of Personal Data that you may choose to collect or manage using the Subscription Service. You agree to apply best practices and policies regarding Personal Data and comply with privacy laws including FCRA, GLBA and any other local, state or government regulation regarding Customer Data which contains Sensitive Information. We have no direct relationship with Applicants who provide Personal Information to you. You control and are responsible for correcting, deleting or updating information you have collected from using the Subscription Service. We may work with you to help you provide notice to your Applicants about their data collection, processing and usage.

    In order to provide the Subscription Service, we may employ third-party service providers and may need to share your information with them to provide information, products or services to you. Examples may include gathering information from data bureaus, obtaining digital signatures, verifying information, supplementing the information you provide us in order to provide you with better service, and providing customer service or support. These service providers are prohibited from using your Personal Data except for these purposes, and they are required to maintain the confidentiality of your information. In all cases where we share your information with such agents, we review their privacy and customer data handling policies to ensure they conform to our standards to keep Personal Data private. We reserve the right to use or disclose your Personal Data if required by law or if we reasonably believe that use or disclosure is necessary to protect our rights, protect your safety or the safety of others, investigate fraud, or comply with a law, court order, or legal process.
    We automatically collect metrics and information about how Applicants and you interact with and use the Subscription Service. We use this information to develop and improve the Subscription Services and the Consulting Services, and to inform our product sales and marketing strategies. We also use this information to provide you with metrics and analysis about your Applicants. We use Customer Data in an anonymized manner for machine learning that supports certain product features and functionality within the Subscription Service.
    When you and your Applicants use the Subscription Service, we automatically collect log files. These log files may contain information about IP address, browser type, the documents viewed and uploaded on our site, and access times. We use this information to ensure the optimal operation of the Subscription Service and for security purposes. We may link log files to Personal Data such as name and email address for these purposes.

  19. Confidentiality.
    The Receiver will:
    a. Protect the confidentiality of the Confidential Information using the same degree of care that it uses with its own confidential information of similar nature, but with no less than reasonable care;
    b. Not use any Confidential Information for any purpose outside the scope of this Agreement;
    c. Not disclose Confidential Information to any third party (except our third-party service providers);
    d. Upon notice to the Discloser, the Receiver may disclose Confidential Information if required to do so under any federal, state, or local law, statute, rule or regulation, subpoena or legal process. rev. March-2021.

  20. Indemnification. You will indemnify, defend and hold us harmless, at your expense, against any thirdparty claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of:
    a. A credit decision made by you with or without the use of the Subscription Services;
    b. Misuse of Sensitive Data and/or regulated data,
    c. Your noncompliance with government regulations,
    d. Unauthorized or illegal use of the Subscription Service by you,
    e. Your noncompliance with or breach of this Agreement,
    f. Your use of Third-Party Products, or
    g. The unauthorized use of the Subscription Service by any other person using your User information.

  21. Disclaimers and Limitations of Liability
    a. Disclaimer of Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE SUBSCRIPTION SERVICE, DATA MADE AVAILABLE FROM THE SUBSCRIPTION SERVICE, SERVICE CONTENT, DATA SERVICES OR THE CONSULTING SERVICES FOR ANY PURPOSE. APPLICATION PROGRAMMING INTERFACES (APIs) MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE SUBSCRIPTION SERVICE, SERVICE CONTENT, DATA SERVICES AND CONSULTING SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH REGARD TO THE SUBSCRIPTION SERVICE, DATA SERVICES AND THE CONSULTING SERVICES, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

    b. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR LOSS OF PROFITS, LOSS OF FUNDS PROVIDED BY YOU AS CREDIT OR LOAN, REVENUE, DATA OR BUSINESS OPPORTUNITIES.

    c. Limitation of Liability. EXCEPT FOR YOUR LIABILITY FOR PAYMENT OF FEES, YOUR LIABILITY ARISING FROM YOUR OBLIGATIONS UNDER THE ‘INDEMNIFICATION’ SECTION, AND YOUR LIABILITY FOR VIOLATION OF OUR INTELLECTUAL PROPERTY RIGHTS, IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, EITHER PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY, THE PARTIES AGREE THAT THE AGGREGATE LIABILITY OF A PARTY WILL BE LIMITED TO THE LESSER OF THREE THOUSAND U.S. DOLLARS OR THE TOTAL AMOUNTS YOU HAVE ACTUALLY PAID FOR THE SUBSCRIPTION SERVICE IN THE TWELVE MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO A CLAIM.

    d. Third–Party Products. WE DISCLAIM ALL LIABILITY WITH RESPECT TO THIRD-PARTY PRODUCTS THAT YOU USE. OUR LICENSORS SHALL HAVE NO LIABILITY OF ANY KIND UNDER THIS AGREEMENT. rev. March-2021

  22. Subscription Term, Termination, Suspension
    a. Term and Renewal. Your initial subscription period will be specified in your Order, and your subscription will automatically renew for the shorter of the subscription period, or one year. To prevent renewal of the subscription, the required notice must be provided 45 days prior to the period renewal date. The renewal pricing set forth in your Order will apply. If renewal pricing is not included in your Order, then our standard pricing available on the date of renewal will apply.

    b. No Early Termination; No Refunds. The Subscription Term will end on the expiration date and the subscription cannot be cancelled early. We do not provide refunds if you decide to stop using our Subscription Service during your Subscription Term.

    c. Termination for Cause. Either party may terminate this Agreement for cause, as to any or all Subscription Services: i. Upon thirty (30) days’ notice to the other party of a material breach if such breach remains uncured at the expiration of such period, ii. Immediately, if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, liquidation or assignment for the benefit of creditors. We may also suspend or terminate this Agreement for cause on thirty (30) days’ notice if we determine that you are acting, or have acted, in a way that has or may negatively reflect on or affect us, our prospects, or our customers. This Agreement may not otherwise be terminated prior to the end of the Subscription Term.

    d. Suspension for Non–Payment. We will provide you with notice of non-payment of any amount due. Unless the full amount has been paid, we may suspend your access to any or all of the Subscription Services ten (10) days after such notice. We will not suspend the Subscription Service while you are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. We also reserve the right to use third-party counsel, collection agencies or other lawful methods in the event of nonpayment. In addition, your Authorized Contact may be personally liable for amounts due beyond 90 days from invoice date. If a Subscription Service is suspended for non-payment, we may charge a re-activation fee to reinstate the Subscription Service.

  23. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

  24. Notices. Notice will be sent to the contact address set forth herein and will be deemed delivered as of the date of actual receipt.
    a. To us: Decipher Credit Solutions, Inc. 10411 City Motor Way, Suite 750 Bethesda, MD 20817.

    b. To you: your address as provided in our Decipher Credit Subscription Account information for you. We may also give electronic notices by general notice via the Subscription Service and may give electronic notices specific to you by email to your e-mail address(es) on record in our Account information.

  25. Non–Discrimination. You and we agree to not discriminate against any employee or applicant for employment because of race, color, religion, sex, sexual orientation, age, national origin or handicap and shall during the performance of this Agreement comply with all applicable executive orders and federal regulations.

  26. Entire Agreement. This Agreement, including each Order and any document referenced herein, is the entire agreement between us for the Subscription Service, Subscription Add-on(s) and Consulting Services and supersedes all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the Subscription Service or dependent on any oral or written public comments made by us regarding future functionality or features of the Subscription Service. We might make versions of this Agreement available in languages other than English. If we do, the English version of this Agreement will govern our relationship and the translated version is provided for convenience only and will not be interpreted to modify the English version of this Agreement.

  27. Assignment. You will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or operation of law.

  28. Contract for Services. This Agreement is a contract for the provision of services and not a contract for the sale of goods. The provisions of the Uniform Commercial Code (UCC), the Uniform Computer Information Transaction Act (UCITA), or any substantially similar legislation as may be enacted, shall not apply to this Agreement.

  29. Agreement Jurisdiction. Both parties consent to the exclusive jurisdiction and venue of the courts in Montgomery County, Maryland, U.S.A. for all disputes arising out of or relating to the use of the Subscription Service, Data Service or the Consulting Services.

  30. Authority. Each party represents and warrants to the other that it has full power and authority to enter into this Agreement and that it is binding upon such party and enforceable in accordance with its terms.

Decipher Credit Solutions, LLC
10411 Motor City Drive, Suite 750
Bethesda, Maryland 20817