THIS AGREEMENT is between Background Examine, LLC and (“Client Name”). This is agreement is entered into on .
1. Service to be provided by Background Examine
A. Upon request and relying upon Client's representations that it has a legitimate purpose for information, Background Examine will provide background checks, verifications and other consumer reports to the Client when available. Background Examine will only furnish a report for a permissible purpose under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. ("FCRA") B. Periodically and upon request, Background Examine will provide to Client copies of certifications, consumer consents, notices and summary of rights under the FCRA as well as other forms which Background Examine finds helpful in meeting its obligations under the FCRA and other applicable laws. However, it is the responsibility of the Client to be knowledgeable about and comply with the FCRA, the Driver Privacy Protection Act, 18 U.S.C. §2721 et seq. ("DPPA") and other applicable federal, state and local law regulating the release and use of such consumer reports it requests.
2. Representations of Client When Ordering Reports
A. Client represents that it is an existing business with the legitimate need for verification and reports offered by Background Examine. Client specifically represents that reports will only be obtained for its own use and it is the end user of the reports. It will not further distribute, sell, give or trade such information with any third party. B. Client represents that prior to requesting a report for employment purposes, it will: I. Disclose to the individual who is the subject of the report that is a consumer report or, as applicable, an investigative consumer report may be obtained; II. Obtain the written consent of the individual allowing the obtaining of the consumer report; III. Provide to the individual a summary of the individuals rights required under the ("FCRA") and any applicable state law; and IV. Not utilize any information in violation of any federal or state equal employment opportunity law or regulation. V. That a reasonable amount of time prior to taking adverse employment action the individual who is the subject of the report, when such action will be based in whole or in part upon the information contained in the report furnished by Background Examine, the Client will, except as otherwise provided by law, advise the subject of the intent to take adverse action and provide a copy of the report to the individual and a description in writing, of the individual's rights under the FCRA. VI. That after taking adverse action based in whole or in part upon information contained in a report furnished by Background Examine, the Client shall: a. Provide notice of such action to the individual; b. Provide the name, address and telephone number of Background Examine; and c. Inform the individual that he/she is entitled to a free copy of the report and a right to dispute the record through Background Examine and that Background Examine is unable to provide the individual the specific reasons why the adverse action was taken by you VII. That it will comply with the FCRA and similar state laws, in regard to all reports, it will follow the requirements of the ("DPPA") and the various state laws implementing the DPPA in regard to motor vehicle reports
C. Client represents that prior to requesting a report for residential screening purposes, it will; I. Disclose to the individual who is subject of the report that a consumer report to, as applicable, an investigative consumer report, may be obtained; II. Provide to the individual a summary of the individuals rights under the ("FCRA"); and III. Not utilize any information in violation of any federal, state, or local equal housing laws or regulation. IV. That after taking adverse action e.g. rejecting, increasing rental rates, increasing deposit requirements, etc. against the subject of the report, based in whole or in part upon information contained in a report furnished by Background Examine, the client shall: a. Provide notice of such action to the individual; b. Provide the name, address and telephone number of Background Examine; c. Inform the individual that he/she is entitled to a free copy of the report and a right to dispute the record through Background Examine and that Background Examine is unable to provide the individual the specific reasons why the adverse action was taken by you; and d. Provide a copy of the individuals rights under the FCRA. D. Client represents that, if it orders credit reports, it will have a policy and procedures in place to investigate any discrepancy in a consumer's address when notified by the credit bureau that the consumers address, as submitted by the client, substantially varies from the address the credit bureau has on file for that consumer. Further, if a client hires the consumer and in the ordinary course of its business it furnishes information to the credit bureau from which the report came, that it will advise the credit bureau of the address it has verified as accurate if that address is different from the one provided by the credit bureau. 3. Compliance with Applicable Law
A. The laws relating to the furnishing and use of information are subject to change. It is the responsibility of Client to become knowledgeable in such laws and to comply with them. The failure to comply with the then current applicable law may result in a breach of this agreement, termination of service, civil and criminal liability. Background Examine does not undertake any obligation to advise Client of its legal obligations. B. Client agrees to promptly execute and return to Background Examine all documentation required, now or in the future, by any government agency or Background Examine to permit release of information or to ensure compliance with applicable laws or regulations. Such documentations shall become part of this agreement. The failure to return such documentation will result in Client being blocked from receiving the information related to the documentation, and, in some circumstances, all service may be terminated without additional notice. C. Client consents to any reasonable request by Background Examine to audit records of the client in person to by requesting copies of documents and to communicate with employees of the Client, with notice to Client, to determine the appropriateness of any present or past request(s) for information by Client. A failure to cooperate with an audit may result in the immediate termination or suspension of service.
4. Fees for Services
A. Background Examine will charge a fee for each request made by Client, in accordance with Background Examines current fees schedule. Background Examine reserves the right to change the fees charged upon thirty (30) days' notice to Client. Applicable sales or other taxes will be added to all fees. Client understands that Background Examine may incur access charged imposed by courts and other governmental agencies which are passed along to Client in additional fees. These costs are subject to change without notice. B. Payment on all invoices will be due fifteen (15) days after billing. For any invoice not paid within fifteen (15) days, Background examine will add and collect a SERVICE CHARGE of one and a half present (1.5%) per month (or the maximum permitted by applicable law, if lower) with a minimum service charge of $2. Client agrees to pay Background Examine's reasonable attorney's fees and costs incurred in enforcing the terms of this Agreement and in collection of amounts due under this Agreement.
5. Confidentiality of Information
Information provided by Background Examine to its Clients is considered confidential by law. Upon its receipt, Client shall treat the information as confidential. Such information shall be maintained in confidential files to which access is restricted. Only those employees who need such information to perform their job duties shall have access to the same. Client shall supply to Background Examine the name and phone number of the contact person or persons with whom Background Examine may discuss the contents of reports furnished to Client. At the time that Client disposes of any report received it shall cause such to be destroyed by cross shredding, burning or electronic destruction as required by regulations issued by the Federal Trade Commission.
6. Waiver and Release
A. Client acknowledges that Background Examine relies totally on the information furnished by others. Background Examine also relies on the information contained in the records of various governmental agencies for other reports. Background Examine is not responsible for inaccurate or false information received from others and sent to Client. Client agrees to assert no claim and waives liability against Background Examine for any inaccurate or false information included in any report unless Background Examine had actual knowledge of the error and failed to correct it if it had the legal ability to alter such information. B. Client agrees to hold Background Examine harmless and will indemnify Background Examine from all claims and losses resulting from Client's breach of this agreement or violation of any applicable law. Background Examine agrees to hold Client harmless for all claims and losses arising from Background Examine's violation of any applicable law. Such indemnification includes all costs and reasonable attorney fees incurred by the indemnified party.
7. Misuse of Information
The FRCA prohibits the obtaining of information from a consumer reporting agency for an impermissible purpose. Further, those involved in such improper requesting may be subject to criminal penalties of imprisonment up to one year and/or a fine of $5,000 for each offense. 15 U.S.C. § 1681q. Further, the DPPA prohibits obtaining information under false pretenses and restricts the resale or re-disclosure of personal information contained in state motor vehicle records. A violation of the DPPA may also result in criminal penalties. 18 U.S.C. § 2733(a). If a Client or one of its employees misrepresents to Background Examine the reason for a report or requests a report for an impermissible purpose, Background Examine may terminate service without notice in addition to other remedies available to Background Examine. Client understands that its misuse of or improper request for information may have a direct impact upon Background Examine and may cause it to be unable to obtain information for any of its clients resulting in substantial damages for which Client would be liable.
Neither party shall, during the term of this agreement, and any extension thereof and for reasonable time thereafter disclose to another or use, unless authorized by the disclosing party, any of the disclosing party's "Confidential Information". The purpose of this section, "Confidential Information" shall mean all the party's prospects list, client information, any customer records/information, employee list, financial data, business plans, business strategies, proprietary software and any other information of a party disclosed by one party to the other. Notwithstanding anything to the contrary contained in this Agreement, the receiving party shall not be precluded from: a) the use or disclosure of an Confidential Information which is currently known generally to the public or which subsequently has come into the public domain, other than by way of disclosure in violation of this Agreement; b) the use or disclosure of any Confidential Information that becomes available to the receiving party on a non-confidential basis from a source other than the disclosing party, provided that such source is not known by the receiving party to have a legal obligation prohibiting the disclosure of such information; or c) the user or disclosure of any Confidential Information is required by law or legal process.
9. Termination of Agreement
A. Client may terminate this Agreement at any time upon written notice to Background Examine. Client will remain liable for all charges made to its account prior to termination and will promptly pay all sums due on termination. B. Background Examine may terminate this agreement by providing a sixty (60) day written notice but upon the occurrence of the following events, Background Examine may, immediately and without notice terminate or suspend this Service Agreement: I. Default in payment of charges for Background Examine Services; II. Misuse of information contained in a Background Examine report; III. Improper request for information; IV. Failure of Client to comply with or assist Background Examine in complying with the FCRA or any other applicable law; V. A material breach of this Agreement or violation of any law or regulation governing the request, use or release of the information in the reports by Client; VI. Unauthorized release of information in a consumer report to a third party or the reselling of any report.
10. Notice of Change in Client's Business
Client shall immediately notify Background Examine of any of the following events: Change in ownership of the Client (over 50%); a merger, change in the name or change in the nature of Client's business that in any way affects Client's right to request and receive consumer reports.
11. Miscellaneous Provisions
A. This Agreement constitutes the entire understanding between the parties and supersedes all previous agreements, negotiations and representations. This Agreement may only be modified in writing signed by both parties; however, subsequent representations by Client to show compliance with existing or future laws are effective when signed by Client and become a part of this Agreement. This Agreement is for the exclusive benefit of the parties hereto and no benefit is intended for any third party. B. All communications and notices to be given under this Agreement will be made to the addresses, street and e-mail, and telephone numbers set forth herein. Each party will notify the other promptly of any change of address or telephone number. C. This Agreement is intended to be subject to, and in compliance with, all applicable state and federal statutes and regulations. Insofar as this Agreement or any provision may subsequently be determined to be at variance or not in compliance with any such statute or regulation, it will be considered to be amendment or modification. Further, the invalidity of any one provision shall not affect the validity of the other provisions. D. This Agreement is deemed to have become effective and to have been entered into upon its acceptance in the State of Massachusetts by Background Examine. Therefore, this Agreement will be interpreted and enforced in accordance with the laws of the State of Massachusetts, without reference to its conflict of laws. E. Background Examine may make changes to the software or methods used to provide service to Client and Client must make any necessary changes to maintain working connection to the service at Client's sole cost.
12. Force Majeure
Background Examine is not responsible for any events or circumstances beyond its control that prevent it from meeting its obligations, which include but are not limited to: ware; riots, embargos, strikes, disruptions in communications or acts of God.
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Signed by Jeremy Durrin
Signed On: June 21, 2018
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Document Name: Service Agreement
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