SAMBA HOLDINGS, INC. 1 - 2007 - Laserfiche WebLink

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' �Oc SAMBA Service Agreement This Agreement satisfies government requirements to view your Fleetwatch reports and MVRs. Please sign this agreement and fax return it with the cover sheet provided to enjoy the power of FleetWatch! This Compliance Agreement ( "Acreement ") is effective as of the Signature Date (the "Effective Date") by and between SAMBA Holdings, Inc., a Delaware corporation ( "SAMBA'), and the person, company, agency or other organization identified as "Customer" in the signatory section (each a "Party" and collectively the "Parties'). I. Definitions: As used in this Agreement, the following words and phrases have the following meanings: "Records ": Driver history and /or motor vehicle Records as defined by 18 U.S.C. 2725. "User ": All employees, officers, staff, contractors, and temporary employees of Customer that have access to Records. "Administrator ": Designated by Customer; the User who authorizes new Users, orders and distributes reports, and otherwise maintains compliance with this Agreement. 2. Record Use: Customer shall use any Records provided under the terms of this Agreement for its own purposes in accordance with applicable state and federal law and only for uses specified below. Customer shall not disclose, distribute, resell and /or transfer Records to any third parry other than as specified in this Agreement or in a manner that is not prohibited by law or this Agreement. All use of Records must comply with all applicable state and Federal law, including but not limited to the Federal Drivers Privacy Protection Act (i.e., 18 U.S.C. § 2721 et seq., the "DPPA "), and the Federal Fair Credit Reporting Act (i.e., 15 U.S.C. § 1681 et seq., the "FCRA "). In addition, Customer who uses driver records in a manner governed by the FCRA expressly accepts responsibility for all applicable compliance requirements under the FCRA. Under no circumstance shall Customer use or permit others to use any Records provided by SAMBA for direct mail advertising or any other type of mailings or solicitations. 3A. Security: Customer shall at all times maintain safeguards and procedures to ensure the security and protection of Records and shall take all necessary steps to prevent the divulgence or use of such information or documents in any form or manner not expressly permitted by this Agreement, and shall implement security measures that meet or exceed current industry standards. Minimum security measures shall include controlling access to data storage and production areas, secure destruction of data and documents and other reasonable security measures. Customer shall ensure that each employee or agent of Customer that will have access to Records shall execute and submit to SAMBA a Statement of Confidentiality (SOC). A blank SOC form is attached to this agreement. Failure of Customer to maintain security measures as set forth in this Section may result in termination of the Agreement. 3B. Notifications and Notice: Customer is required to notify SAMBA promptly in writing (i) if Customer has reason to believe that it may be in violation of the terms and conditions of this Agreement, or (ii) if Customer learns of any actual litigation in which Customer is a party defendant and such litigation relates to the Records provided hereunder. In addition, Customer agrees to provide any and all documentation requested by SAMBA pertaining to its activities in a timely manner. Any notice required or permitted by this Agreement, including any exhibits or addenda, shall be sent by registered or certified mail, return receipt requested, to SAMBA at 1730 Montano Road NW Suite F Albuquerque New Mexico 87107 Attn: Leal Notices, and to Customer at the Notice Address specified in signatory section of this Agreement. Either Party may designate in writing a new or substitute representative or address. 3C. Audit: Beginning on the date of this Agreement, Customer shall maintain all documents related to its order, purchase and use of each Record for a period of five (5) years from the date each Record is ordered. Customer acknowledges and agrees that SAMBA and /or state auditors may audit the performance of Customer. Customer agrees to cooperate fully with such auditors. Any such audit shall be performed at SAMBA's expense, except that if such audit reveals a breach by Customer of any obligation described hereunder, Customer shall reimburse SAMBA in full for all reasonable audit expenses. 4A. Assignment: Customer shall not assign its rights or delegate its duties under this Agreement Any such purported assignment or delegation shall be null and void. SAMBA may assign or transfer this Agreement to any successor by way of merger, acquisition or sale of all or substantially all assets. Subject to the foregoing, the terms and conditions of this Agreement shall be binding upon and inure to the benefit of the patties and their respective successors and assigns. 4B. Third Party Beneficiaries: Nothing in this Agreement, express or implied, is intended to confer any third parry beneficiary right upon any third party. 4C. Severability: If any term or provision of the Agreement shall be found to be illegal or unenforceable, this Agreement shall remain in full force and effect and such term or provision shall be deemed stricken and the patties will, in good faith, endeavor to substitute similar language that is as consistent as possible with the original intent. 4D. Modification and Amendment: This Agreement is subject to such modifications as may be required in order to comply with Federal or State law, or their implementing regulations. Any such required modification shall automatically be incorporated into and be part of this Agreement on the effective date of such change as if fully set forth herein. Except as set forth in Section 4A, this Agreement may be modified or amended, or a provision hereof may be waived, by a written instrument signed by Customer. No failure or delay on the part of either Party to exercise any right or remedy hereunder shall operate as a waiver thereof or effect any other right or remedy. 20060901 Direct Sale Sign -up Packet (no PL req.) - 2 -