CLIENT PORTAL AGREEMENT
This Client Portal Agreement (the “Agreement”) is entered into by and between Continental Service Group, Inc. (“ConServe”) and the client identified on the signature page to this Agreement (“Client”), as of the date ConServe’s Client Portal is accessed by any employee, agent or other representative of Client. By electronically signing this Agreement below, Client agrees to be bound fully by the terms and conditions of this Agreement. Client represents that it possesses the legal right and ability to enter into this Agreement and to abide by its terms and conditions.
In consideration of the mutual obligations described in this Agreement and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. USE PERMIT. ConServe hereby grants Client a nonexclusive, nontransferable right to access remotely and use ConServe’s proprietary software, software provided by third parties and any written materials and documentation that accompany the software (collectively referred to as the “Portal”). This license or right of access will terminate immediately upon any termination of this Agreement.
2. SCOPE OF LICENSE AND USE.
(a) Internal Use. ConServe provides this secure Portal as a courtesy for the exclusive internal use of its valued clients and to provide Client with the following services:
- Verifying status of Client’s debtor accounts (“Accounts”)
- Reviewing staff work notes regarding debtors (“Notes”)
- Reporting payments made to such Accounts
- Utilizing additional functions offered by ConServe
Please read the Privacy/Security Policies at the following link for information on how protected information is used and disclosed by ConServe
(b) Client will be provided with a unique 12 character alpha numeric special character passcode to access the Portal by logging on to the ConServe website www.conserve-arm.com and clicking on the “Portal” tab. Client has an obligation to inform ConServe of any changes to Client’s e-mail address and other account information and Client is solely responsible for keeping track of who has access to Client’s e-mail account. Client has no right to sublicense the Portal, or to use the Portal to provide any services to third parties or to allow a third party to use the Portal directly or indirectly. The Portal has been developed and
ConServe has taken reasonable steps to ensure that the information in this Portal is accurate. If Client identifies any inaccurate information on this Portal, Client agrees to notify ConServe immediately. By accessing and utilizing this Portal, Client agrees to provide factual and accurate information to ConServe at all times.
Client is responsible for taking appropriate steps in order to protect against unauthorized use of the Portal, such as maintaining the confidentiality of Client’s password. ConServe is not responsible for breaches of confidentiality caused by Client or any other third party.
(c) Affiliates. Under this Agreement, the term “Client” includes any employee, agent or other representative of Client who has been granted access to the Portal by ConServe but does not include any parent, subsidiary or affiliate (each, an “Affiliate”) of Client. No Affiliate of Client is permitted to access or use the Portal.
3. TITLE. Client acknowledges that the Portal and its contents, and any and all enhancements, modifications, additions or new releases of or to the Portal (collectively, the “Proprietary Materials”) contain confidential information of, are trade secrets of, and are proprietary to ConServe and that title to the Proprietary Materials is and shall remain in ConServe. All applicable rights to patents, copyrights, trademarks and trade secrets in the Proprietary Materials are and shall remain in ConServe. Client shall not assert any right, title or interest in the Proprietary Materials provided to Client under this Agreement, except for the non-exclusive, limited right of use granted to Client hereunder. Client shall not remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials. Client will not reverse engineer, disassemble, decompile or unlock the Portal in whole or in part for any reason. Client will keep the Portal free of all claims, liens and encumbrances.
4. CONFIDENTIALITY. "Confidential Information" may include personal information about a debtor of Client contained in ConServe’s Records on the Accounts including, but not limited to, personally identifiable information, personally identifiable health information, nonpublic personal information or other information protected under the Gramm-Leach-Bliley Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Family Educational Rights and Privacy Act, Privacy Act of 1974, Health Insurance Portability and Accountability Act and other applicable federal and state laws and regulations now in effect or hereafter adopted (collectively, the "Laws"). Client represents and warrants that it is in compliance with the Laws and that its access to the Records provided hereunder will not violate the Laws or conflict with, breach or violate any agreement, instrument, judgment or decree or any other document or understanding to which it is a party or which governs its actions. Confidential Information shall also include the Proprietary Information and all information and materials disclosed by ConServe to Client relating to ConServe’s past, present and future business, which information is not readily available to the public.
Client shall hold the Confidential Information in confidence, restrict disclosure of the Confidential Information to its agents and employees with a need to know the Confidential Information and not disclose, transfer or offer to disclose or transfer any Confidential Information to any other person or entity unless required by law, in which case, Client will provide ConServe prompt written notice of any such anticipated disclosure so that ConServe, in its discretion, may seek a protective order or other appropriate remedy or waive compliance with the provisions of this Agreement. If, failing the entry of a protective order or other appropriate remedy or the receipt of a waiver hereunder, Client is, in the opinion of its outside legal counsel, legally required to disclose the Confidential Information, Client may disclose that portion of the Confidential Information which its outside legal counsel advises it is legally required to disclose and will use its best efforts to provide assurances to ConServe that confidential treatment will be accorded to that portion of the Confidential Information which is being disclosed and that the disclosure is effected in compliance with the Laws. Client agrees not to use the Confidential Information at any time for any purpose other than as set forth in this Agreement. Client will promptly inform ConServe in writing of any misappropriation, unauthorized use or disclosure of Confidential Information in violation of this Agreement. Client acknowledges and agrees that all Confidential Information not provided by Client is and shall remain the property of ConServe.
Client’s obligation of confidentiality is effective upon the date the Portal is accessed by Client and shall survive termination of the parties' relationship. Client's access to the Notes may be terminated by ConServe at any time for any reason. Client will return or destroy, in the discretion and at the direction of the ConServe, all Confidential Information in tangible form immediately upon request. Destruction of such Confidential Information shall be completed in accordance with applicable state and federal law, including, but not limited to, the Fair and Accurate Credit Transactions Act. Any such Confidential Information not so returned or destroyed will remain subject to this Agreement.
Client agrees that the unauthorized disclosure or use of Confidential Information may cause irreparable harm and significant injury to ConServe, the degree of which may be difficult to ascertain. Accordingly, Client agrees that ConServe has the right to seek an immediate injunction enjoining any potential breach of this Agreement, without the necessity of posting a bond or collateral, as well as the right to pursue any and all other rights and remedies available at law or in equity for any potential breach of this Agreement.
5. NO WARRANTIES. THIS PORTAL AND ITS CONTENT IS PROVIDED BY CONSERVE ON AN “AS IS” BASIS. CONSERVE MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE PORTAL, OR THE CONTENT OR SERVICES INCLUDED ON THE PORTAL. TO THE FULL EXTENT PERMITTED BY LAW, CONSERVE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CONSERVE DISCLAIMS ALL WARRANTIES THAT THE PORTAL WILL MEET CLIENT NEEDS OR THAT THE PORTAL SERVICE WILL BE UNINTERRUPTED, TIMELY, USEFUL, COMPLETE, ADEQUATE, RELIABLE, SECURE, OR ERROR-FREE.
6. INDEMNIFICATION. ConServe will indemnify and hold Client harmless against any action brought against Client to the extent that such action is based on a claim that the unmodified Portal, when used in accordance with this Agreement, infringes a United States registered copyright or patent and ConServe shall pay all costs, settlements and damages finally awarded. However, ConServe will not be obligated to indemnify or hold Client harmless from any such action unless Client notifies ConServe in writing of any claim within 10 days after it learns of such a claim, gives ConServe sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If the Portal is finally adjudged to so infringe, or in ConServe’s opinion is likely to become the subject of such a claim, ConServe shall, at its option and expense, either: (i) procure for Client the right to continue using the Portal; (ii) modify or replace the Portal to make it noninfringing; or (iii) terminate this Agreement. ConServe shall have no liability regarding any infringement claim arising out of: (a) use of other than a current, unaltered release of the Portal unless the infringing portion is also in the then current release; (b) use of the Portal in combination with non-ConServe software, data or equipment if the infringement was caused by such use or combination; (c) any modification or derivation of the Portal not specifically authorized in writing by ConServe; or (d) use of third party software. THE FOREGOING STATES CONSERVE’S ENTIRE LIABILITY AND CLIENT’S EXCLUSIVE REMEDY FOR INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY COPYRIGHT, PATENT AND OTHER PROPRIETARY RIGHTS BY THE PORTAL.
Client agrees to indemnify, defend, and hold harmless ConServe and its directors, officers, agents, employees, successors and assigns from and against any and all actions, claims, suits, demands, damages, judgments, losses and other costs, liabilities and expenses, including attorney’s fees and collection costs, arising from Client’s use of the Portal (including from any third party accessing Client’s Portal account), from Client’s violation of any of the terms or conditions of this Agreement, or from information lost due to technical failure, delay or inability to use the Portal.
7. LIMITATION OF LIABILITY. IN NO EVENT WILL CONSERVE, OR ANY OF ITS LICENSORS, AGENTS, OR THIRD PARTIES MENTIONED ON THE PORTAL BE LIABLE TO CLIENT OR TO ANY THIRD PARTY FOR ANY DELAY, FAILURE, INTERRUPTION OF SERVICE, LOSS OF USE, LOST DATA, CORRUPTION OF DATA, LOST PROFIT, LOST REVENUE, DIMINISHED GOODWILL, PERSONAL INJURY, WRONGFUL DEATH, MISREPRESENTATION, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, ARISING FROM OR RELATED TO THE PORTAL, ITS CONTENT, AND/OR CLIENT USE OR INABILITY TO USE THE PORTAL OR ITS CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CONSERVE OR ANY OF ITS LICENSORS, AGENTS, EMPLOYEES OR THIRD PARTIES MENTIONED ON THE PORTAL THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF CONSERVE FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE SUM OF THE FEES PAID BY CLIENT TO CONSERVE ON THE ACCOUNT GIVING RISE TO THE CLAIM DURING THE PREVIOUS SIX MONTH PERIOD.
8. TERMINATION. Client understands that the availability or functionality of this Portal may change without prior notice. ConServe may terminate this Agreement and Client’s right to use the Portal at any time, with or without cause. Client agrees that Client’s use of this Portal and any services provided are subject to Client’s adherence to the terms and conditions set forth in this Agreement, and that ConServe reserves the right to prohibit, restrict, or discontinue Client’s access to this Portal if Client violates any of the terms of this Agreement. Portal access to any Account will end upon termination by Client of Conserve’s collection responsibilities for such Account.
(a) Governing Law; Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of New York, excluding its conflicts of law principles. Any legal proceedings arising under this Agreement shall be adjudicated in the courts of the State of New York and/or the Federal Courts located in the State of New York which will have exclusive jurisdiction over each of the parties and over the subject matter of any such proceedings. The venue of any such action will be in Monroe County, New York and/or the U.S. District Court for the Western District of New York. Additionally, the party that loses any such proceeding will pay all costs and expenses incurred by the other party(s) in connection therewith, including reasonable attorneys’ and other professional fees and court costs.
Client may not assign this Agreement without the prior written consent of ConServe. For all purposes under this Agreement, any merger, consolidation, spin-off, acquisition of or change-in-control involving Client will be deemed an assignment. Any attempted assignment by Client will be invalid.
(c) Partial Invalidity. If any provision of this Agreement is held invalid or unenforceable by competent authority, that provision will be construed so as to be limited or reduced to be enforceable to the maximum extent compatible with the law as it shall then appear. The total invalidity or unenforceability of any particular provision of this Agreement will not affect its other provisions and this Agreement will be construed in all respects as if the invalid or unenforceable provision were omitted.
(d) Waiver. No waiver of a breach of any term of this Agreement will be effective unless in writing and duly executed by the waiving party. No such waiver will constitute a waiver of any subsequent breach of the same or any other term of this Agreement. No failure on the part of a party to exercise, and no delay in exercising, any of its rights hereunder will operate as a waiver thereof, nor will any single or partial exercise by a party of any right preclude any other or future exercise thereof or the exercise of any other right. No course of dealing between the parties will be deemed effective to modify, amend or discharge any part of this Agreement or the rights or obligations of any party hereunder.
(e) Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the transactions contemplated and supersedes any prior agreements or understandings among the parties with respect to the subject matter hereof. This Agreement may only be amended by a written document signed by all parties. There are no representations, warranties, or obligations of any party not expressly contained herein. This Agreement does not supersede the Agreement between the parties regarding the services provided by ConServe to Client.
(f) Construction. Any interpretation of this Agreement will not presume that its terms should be more strictly construed against one party by reason of any rule of construction or authorship. The headings in this Agreement are for convenience only. They do not constitute a portion of this Agreement and shall not be used in any construction of it.
(g) Survival. The provisions of this Agreement that by their nature would survive its termination will survive indefinitely.
(h) Third Party Beneficiary. Client hereby agrees that the debtors of Client whose identification and other information is placed on the Portal shall be considered third party beneficiaries of this Agreement and shall be entitled to bring a direct action against Client in the event of breach of any applicable provisions of this Agreement, pursuant to the terms and conditions of this Agreement.
I agree to be bound by the terms of this Agreement by checking the "I accept the above" checkbox.
The Federal Fair Debt Collection Practices Act (FDCPA) and the Health Information Portability and Accountability Act of 1996 (HIPAA), and state laws require consumer information and consumer medical information be protected from unauthorized access and/or disclosure. ConServe will maintain adequate safeguards to prevent the improper use or disclosure of private information as defined in the FDCPA or HIPAA regulations. ConServe agrees to comply with all privacy and security policies of our Clients and will use our best efforts to maintain the integrity as well as the confidentiality of electronically transmitted or accessed information.
Access to individual consumer information is limited to individuals authorized by our Clients and protected by individual secure login and password combinations. Access within the system can be restricted to Client configuration requirements.
Types of Information Collected
We may collect and maintain user email address, username and password. We currently do not collect other personal information about users of or visitors to the Web Portal. When users communicate to us through the ConServe Client Web Portal, we will collect any information you provide us. When individuals register/enroll to view the sales demo we ask for their contact information, which includes place of employment and phone number. ConServe will use this information to contact these individuals
Use of Information
We do not disclose the information we collect on the Web Portal to anyone but your authorized representatives or as authorized by our service agreement with you. Occasionally, we may be required by law enforcement, government agencies, or judicial authorities to provide personal information to the appropriate governmental authorities. We will disclose personal information upon receipt of a court order, subpoena, or to cooperate with a law enforcement or government agency investigation. We fully cooperate with law enforcement agencies in identifying those who use our services for illegal activities. We reserve the right to report to law enforcement agencies any activities that we in good faith believe to be unlawful.
User Choices on Collection
Only ConServe will communicate with you and only if you have not objected to our communications.
In order to use this Client Web Portal, a user must be invited by ConServe to use the Portal. ConServe will register Client users utilizing Client provided contact information and create user names and passwords for access. We send all new members welcoming e-mails to verify password and username.
If Client requests additional end-users, Client must request of ConServe by email or telephone to ConServe’s Client Care Department.
We use IP addresses to analyze trends, administer the site, track user's movement, and gather broad demographic information for aggregate use.
Correction/Updating Personal Information
If a users profile requires change or Client requires the user profile to be removed, we will endeavor to provide a way to correct, update or remove that user’s profile. These changes can be requested by e-mailing our Client Care Department atClientcare@conServe-arm.com.
This web site contains links to other sites. Please be aware that we are not responsible for the privacy practices of such other sites. We encourage our users to be aware when they leave our site and to read the privacy statements of each web site that collects information. This privacy statement applies solely to information collected by this Client Web Portal.
Privacy Policies of Third Parties
Control and Security
ConServe understands data security is paramount. We understand our continued success relies on both our ability to offer services in a secure manner and to store any account information and passwords securely. To assist us in offering these Web-based services in a secure manner, we employ a number of measures described below. These measures allow ConServe to authenticate your identity when you access these services and protect the information as it traverses the Internet between your PC and ConServe.
The services provided by this site are authenticated using unique user accounts and passwords. Additionally, all communications between your secure Web browser and ConServe’s systems are secured using SSL Certificate encryption. This technology protects your User credentials during authentication, and the account information as it travels between your browser and our systems.
This site utilizes a timeout feature. This protective measure will automatically log you out of your current session after an extended period of inactivity.
ConServe uses system and application activity logs to protect our systems and the information. These logs are reviewed regularly and any anomalies or discrepancies are investigated thoroughly.
The ConServe Client Web Portal has a secure socket layer with 128-bit encryption. The database is hosted on the Web Portal and is behind a secure firewall. Backups of the database are performed daily and are stored off the Web Portal in a controlled environment for safety.
The ConServe Client Web Portal is monitored 24-hours per day, 7 days per week by an Intrusion Prevention System (IPS) inspecting network traffic for suspicious activity and blocks network traffic matching known threat signatures. The IPS alerts ConServe Information Technology personnel of any suspicious traffic and/or blocked traffic. In addition to the IPS, numerous security controls (account locking, session timeouts, IP Blocking) are utilized to prevent unauthorized or unintended use of the ConServe Client Portal.
Please keep your password confidential. Do not share your Portal password with anyone. Other than when you login to the Web Portal, we will never ask you for your password.
System Security Considerations
Data Sensitivity. The sensitivity of data exchanged between ConServe and Client is Sensitive.
All ConServe users with access to the data received from Client are U.S. Citizens with a valid and current ConServe background investigation.
Information Exchange Security. The security of the information being passed on this connection is protected using approved encryption mechanisms The connection on ConServe’s end is located within controlled access facilities, with security deterrents, twenty-four (24) hours a day. Individual users will not have access to the data except through the ConServe Client Web Portal or ConServe’s Database User Interface. All access is controlled by authentication methods to validate the approved users.
Trusted Behavior Expectations. Users are expected to protect ConServe’s Network and its Database in accordance with and state and local privacy laws.
Formal Security Policy. Policy documents governing the protection of the data are ConServe’s “Certification, Accreditation & Security Policy”.
Incident Reporting. The party discovering a security incident will report it in accordance with its incident reporting procedures. In the case of Client, any security incident will be reported to the ConServe IT Help Desk (585) 421-1000, extension 3000, and ConServe will invoke its documented Incident Response Plan, ConServe Procedure (CP) 1104. ConServe’s Policy governing the reporting of Security Incidents is ConServe’s Incident Response Policy.
Audit Trail Responsibilities. ConServe is responsible for auditing application processes and user activities involving Client’s connection with ConServe. Activities that will be recorded include event type, date, and time of event, user identification, success or failure of access attempts, and security actions taken by the parties System Administrators or security officers. Audit logs will be retained in accordance with ConServe Guidelines.
Notification of Changes
Continental Service Group, Inc. d/b/a ConServe
200 CrossKeys Office Park
Fairport, New York 14450
Attn: Privacy Compliance Officer