Schedules

Schedule1

1. TR SCREENING PURPOSE
   1. Subject to clause 1.2, the Client must only use the TR Screening Content for the TR Screening Purpose.
   2. Where the Client has been approved in writing by MemberCheck, the Client may use the NameScan Service to provide TR Screening Content to its customers.
   3. If the Client’s Commencement Date is on or after 1 July 2017, the Client warrants that it is not:
      1. a bank;
      2. a client of TR;
      3. reselling or redistributing any content from the NameScan Service to any third party unless MemberCheck has approved the Client under clause 1.2;
      4. operating in the Financial Services / Fund Management or Super Fund Industry with Assets Under Management over AUD 20 Billion;
      5. operating outside Australia and New Zealand and is likely to scan more than 10,000 unique names per annum.
   4. If at any time the Client will be in breach of a warranty given in clause 1.3, it must seek the approval of MemberCheck to its continued use of the NameScan Service. The Client acknowledges additional charges may apply to its continued use of the NameScan Service.
   5. The Client must not redistribute TR Screening Content to any third party other than as permitted by clause 1.2 or to advisors, regulatory authorities or other government agencies.
   6. If the Client is permitted by MemberCheck in writing to provide an Affiliate or a customer of the Client with access to TR Screening Content, the Client must procure that the Affiliate or customer (as the case may be) agrees to and complies with all provisions of the Agreement applicable to the Client.
2. TR SCREENING CONTENT
   1. The Client acknowledges and agrees that:
      1. the information contained in the TR Screening Content is provided to MemberCheck by TR (and may include Information from Third Party Providers) and is provided by MemberCheck on a pass through basis;
      2. it should not rely solely upon the TR Screening Content when making any decision to deal with any person or entity and that before making any such decision the Client should make independent checks of such person or entity to verify the information contained in the TR Screening Content and their resulting suitability as a commercial counterparty;
      3. MemberCheck provides TR Screening Content without giving any opinion or recommendation about any individual or entity named in them;
      4. if the TR Screening Content contains negative allegations about any person or entity, it should be assumed that such allegations are denied by them;
      5. the TR Screening Content cannot be an exhaustive source of information on persons or entities of whom the Client may wish or be obliged to make enquiries before entering into a financial or other relationship with them.
   2. The Client acknowledges that:
      1. the inclusion or exclusion of any person or entity in or from the TR Screening Content should not automatically be taken to draw any particular inference (negative or otherwise) about them including as the result of the linking of any person or entity to any other person or entity identified therein. The nature of linking varies considerably;
      2. many persons are included in the TR Screening Content solely because they hold prominent political or other positions or are connected to such individuals;
      3. MemberCheck cannot guarantee that information contained in TR Screening Content is up to date or accurate;
      4. MemberCheck cannot guarantee that it will find any or all of the published information available in connection with any individual or entity;
      5. MemberCheck makes no warranty or representation about and, to the extent permitted by law, disclaims all liability for the accuracy, completeness or currency of the TR Screening Content;
      6. the designation of a Low Quality Alias is made at TR’s discretion and such designation may not correspond to the Client’s own assessment of its strength as a means of positive identification of the person or entity in question. The Client must satisfy itself that such designation is appropriate and applicable to the Client’s level of risk appetite;
      7. PEP Sub-Classifications are made based on TR’s assessment of the nature of the office held or the relationship to the office holder. Such assessment may not correspond to Client’s own assessment and categorisation and the Client must satisfy itself that such assessment and categorisation is appropriate and applicable to the Client’s level of risk appetite;
      8. Native Aliases may be included in the TR Screening Content. MemberCheck will not undertake any translation or quality control on the accuracy of Native Aliases and MemberCheck is not responsible for any errors in them.
   3. The Client will not obtain, retain, use, or provide access to the TR Screening Content to any third party (other than as permitted under this Addendum) but in any case not in a manner that may breach any applicable export control or economic sanctions laws and regulations for any jurisdiction, including the United States of America and the European Union and its Member States. The Client warrants that it is not affiliated with a specially designated or sanctioned entity under any of those laws and that, in any transaction it will not involve sanctioned parties, including without limitation through the use of bank accounts at banks that are sanctioned parties.
3. INTELLECTUAL PROPERTY
   1. The Client will not remove or conceal any proprietary rights notice in the NameScan Service or TR Screening Content and will include such notices on any copy it is permitted to make.
   2. The Client must not use the name of any Third Party Provider (including TR) other than as provided for in this Addendum or permitted by MemberCheck in writing.
4. TERMINATION AND CONSEQUENCES OF TERMINATION
   1. MemberCheck may, with notice ("MemberCheck’s Notice"), terminate the NameScan Service in whole or in part, or modify it or the terms on which it is provided, if all or part of the NameScan Service depends on an agreement between MemberCheck and a third party, and that third party agreement or the third party’s materials or other input is modified or terminated, MemberCheck will endeavour to provide Client with reasonable prior notice of any such termination or modification, but may not be able to do so if the triggering event is under the control of a third party.
   2. Where MemberCheck terminates the NameScan Service under clause 4.1, the Client will be entitled to a pro rata refund of any Annual Subscription Fees that Client has paid in advance.
   3. Following termination at MemberCheck’s request the Client will promptly return, delete or destroy all Information. However, the Client may retain copies to the extent required by, and used only to comply with, law or regulation. 
   4. Termination of all or any part of the Addendum will not affect a party’s respective accrued rights and obligations. The following clauses of this Addendum will survive termination: 3, 4.2, 4.3, 5, 6, 7 and 8 along with any others that by their nature should survive.
5. DATA PRIVACY
   1. The Client will at all times comply with applicable laws and regulations governing the collection, use, disclosure, handling and processing of Client Personal Data and PII Data.
   2. Without limiting clause 5.1, the Client acknowledges the sensitive nature of the PII Data and shall ensure that its users:
      1. are appropriately trained in dealing with such sensitive personal data;
      2. fully understand the TR Screening Purposes; and
      3. operate strictly within the parameters of the TR Screening Purposes and all applicable regulatory requirements and in accordance with the Agreement.
   3. The Client will ensure that any employees or third parties (such as contractors) involved in using PII Data will: (a) use the PII Data in accordance with the Agreement; (b) act in accordance with the Client’s instructions; and (c) will respect and maintain the confidentiality and security of the PII Data.
   4. The Client will respond promptly andNameScan properly to any reasonable and proper enquiries from MemberCheck relating to the Client’s handling of PII Data received as a result of its use of the NameScan Service and co-operate in good faith with and assist MemberCheck, its Third Party Providers and any privacy or data protection authority concerning all such enquiries within a reasonable time. In the event of an investigation, complaint, dispute or claim brought by an individual or data protection authority against the Client in connection with PII Data, the Client will inform MemberCheck about any such investigation, complaint, dispute or claim, and will co-operate with a view to settling them amicably and in a timely fashion. 
   5. The Client warrants and certifies that it will not use any TR Screening Content as a factor in establishing a consumer’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes, for employment purposes or for any other purpose authorized under the Fair Credit Reporting Act (15 U.S.C.A. § 1681b).
6. INDEMNITY
   1. Client will indemnify MemberCheck, TR, their Affiliates and their officers, employees, agents, independent contractors, successors and assigns from and against all liabilities, claims, demands, causes of action and Damages incurred as a result of a third party claim: (a) arising from Client’s, its Affiliates’, customers or sub-contractors’ use of the NameScan Service or the TR Screening Content in breach of the Agreement (including this Addendum); (b) arising from a failure by the Client to comply with applicable laws, or (c) asserted by any person who has benefited from the Client’s use of the NameScan Service including a customer of the Client where the Client is permitted to provide TR Screening Content to its customers under clause 1.2.
7. MISCELLANEOUS
   1. The Addendum and any dispute or claim arising out of or in connection with the Addendum will be governed by and construed in accordance with the laws of New South Wales. Each party hereby consents to the non-exclusive jurisdiction of the Courts of New South Wales to settle all disputes or claims arising out of or in connection with the Addendum
   2. Neither party will be liable for any Damages or failure to perform its obligations under the Agreement due to circumstances beyond its reasonable control. If such circumstances cause material deficiencies in the NameScan Service and continue for more than 30 days, either party may terminate the NameScan Service upon notice to the other party.
   3. The Client acknowledges and agrees that in entering into the Agreement MemberCheck acts on its own behalf and as trustee for each Third Party Provider ("Beneficiaries"). Accordingly, the Client acknowledges and agrees that: (a) MemberCheck is able to recover from the Client any Damages suffered or incurred by the Beneficiaries in connection with this Addendum, as if they were suffered or incurred by MemberCheck itself; (b) each Beneficiary is entitled to separately and directly enforce against the Client the benefits, rights and remedies conferred on MemberCheck by the Agreement (including this Addendum) and (c) to the extent a Beneficiary is liable to the Client, the Beneficiary can rely on the limitations of liability in clause 12 of the Agreement.
   4. Each party acknowledges that it has not relied on any representations made by the other party that are not expressed in the Agreement or this Addendum.
8. DEFINITIONS
   1. Subject to clause 9.2, in this Addendum terms have the meanings assigned to them in the MemberCheck Subscription Agreement (Agreement).
   2. The meanings of the terms used in this Addendum are as follows:

      Addendum means this Annexure B as amended from time to time.

      Affiliate means in the case of MemberCheck or a Third Party Provider, any entity that, from time to time, is directly or indirectly controlled by MemberCheck or the Third Party Provider; in the case of the Client, any entity that, from time to time, is directly or indirectly controlling, controlled by, or under common control of the Client.  "Control" means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.

      Client means the entity that has entered into an Agreement with MemberCheck.

      Client Personal Data means any personal information provided by the Client to MemberCheck for the purpose of the provision of the NameScan Service.

      Damage(s) any loss, damage or cost.

      Derived Data means Information modified by the Client (e.g.  perform calculations or combining it with other data) to such a degree that it cannot be recognized as deriving from the Information, reverse engineered or otherwise traced back to the Information, without an extraordinary amount of time and effort other than by the creator.  All other Information that does not satisfy these criteria constitutes "Information." 

      Information means the information (including, but not limited to, data, text, images and sound recordings) contained in the NameScan Service (and TR Screening Content) in raw form and such information as it may be modified by the Client, except to the extent that the modified information is Derived Data. 

      Low Quality Aliases means an assumed or alternative name designated on a profile comprised in the TR Screening Content as being of low quality;

      Native Alias means in relation to a profile subject comprised in the TR Screening Content, its name in any non-Latin language;

      PEP Sub-Classification means the allocation to a person or entity profiled in the TR Screening Content as a Political Person or with the subcategory of "Politically Exposed Person" (PEP) of a further sub-category to identify the nature of the office held by them or the nature of their relationship to an office holder;

      PII Data means any TR Screening Content which identifies an individual or from which an individual can be identified whether by reference to other data or otherwise;

      Third Party Provider means TR or other third party whose Information is included or used in the TR Screening Content;

      TR means Thomson Reuters (Markets) Australia Pty Limited;

      TR Screening Content means the content contained in the NameScan Service which has been supplied to MemberCheck by Third Party Providers from their respective databases; 

      TR Screening Purposes means use of the TR Screening Content by the Client as part of the  Client’s own internal compliance processes (as opposed to use for any external commercial purposes, which is not permitted except to the extent specifically authorised by MemberCheck in writing) to process the PII Data to (i) prevent, detect or investigate any unlawful act or (ii) discharge any function designed to protect the public against dishonesty, malpractice or seriously improper conduct; provided that in no case shall any personal data contained in the TR Screening Content be used for purposes governed by the US Fair Credit Reporting Act (15 U.S.C.A. § 1681b).