Client Agreement 1.1
This Client Agreement (“Agreement”) is made and entered into by and between Background Examine, LLC, 75 Pierce Farm Road, Fitchburg, MA 01420, Suite 101, and the party accepting the terms hereof (“Client”). It is effective on the date on which Client accepts the Agreement electronically below.
WHEREAS, Client plans to order Consumer Reports and/or Investigative Consumer Reports (collectively “Reports”) from Background Examine;
WHEREAS, Background Examine desires to sell Reports to Client;
WHEREAS, Background Examine and Client desire to further define the terms by which Reports will be provided by Background Examine to Client;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Background Examine and Client hereby agree as follows:
(Please check box below):
Client shall not request, obtain, or use Reports for any purpose not identified above. Among other things, Client shall not request Reports for the purpose of selling, leasing, or renting information obtained under this Agreement to any other party, whether alone, in conjunction with Client's own data, or otherwise in any service which is derived from the Reports provided by Background Examine. PLEASE NOTE: THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.
2. Additional Certifications For Employment-Related Reports. Client understands that various legal requirements apply when it orders Reports for employment purposes. Client shall comply with all such requirements. In particular, Client makes the following certifications as to legal compliance.
A. Disclosure. Client certifies that, in compliance with the FCRA, prior to ordering a Report, Client shall make a clear and conspicuous "disclosure" in writing to the individual about whom the Report will be run ("the Consumer"). The "disclosure" shall explain that a Consumer Report may be procured for employment purposes. The "disclosure" shall describe the nature of the Reports to be ordered, and meet all other requirements specified by applicable law. Among other things, the "disclosure" shall "stand alone" and not be combined with or stapled to any employment application or other document. The "disclosure" shall also not contain any extraneous information not required by applicable law, including, but not limited to, a release of liability.
B. State Law Notifications. Client certifies that before ordering a Report from Background Examine, it shall also provide any necessary notifications under applicable state law to the Consumer. Client understands that various states, including, but not limited to, California, Minnesota, Oklahoma, New York, Massachusetts, and Washington require that specific information be communicated to the Consumer under certain circumstances. Client also understands that certain states, such as California, Oklahoma, and Minnesota, require that applicants/employees be afforded a check box to allow them to indicate that they would like a copy of any report received by Client. Client agrees that it will work with experienced legal counsel as appropriate to ensure that all applicable requirements are accounted for.
C. Written Consent. Client certifies that, consistent with the FCRA, before ordering a Report, the Consumer shall authorize in writing the procurement of such Report.
D. EEO Law and Regulation Compliance. Client certifies that it shall not use information contained in a Report provided by Background Examine in violation of any applicable federal or state equal employment opportunity law or regulation.
E. Adverse Action Procedures. Client certifies that, if it is contemplating taking adverse action based in part or whole on a Report from Background Examine, it shall follow all legally-required "adverse action" procedures specified by applicable federal, state and/or local law. For example, if the Consumer may be denied employment or incur another adverse action based in whole or part on a Report provided by Background Examine, Client will provide to the consumer: (1) a copy of the Report, (2) a description, in writing, of the rights of the consumer entitled "A Summary of Your Rights Under the Fair Credit Reporting Act," and (3) a written notice containing any and all required notifications under federal, state or local law. Client will then wait a reasonable period of time to allow the Consumer to dispute the accuracy of the report. After the appropriate waiting period and, assuming no dispute, Client will issue to the Consumer notice of any adverse action taken, including the statutorily-required notice identified in the Fair Credit Reporting Act. Among other things, such notice will include: (1) the name, address, and telephone number of the consumer reporting agency, Background Examine, (2) a statement that the consumer reporting agency did not make the decision to take the adverse action and is unable to provide the Consumer the specific reasons why the adverse action was taken, (3) a statement that the Consumer may obtain a free copy of the consumer report from the consumer reporting agency within 60 days pursuant to Section 612 of the Fair Credit Reporting Act, and (4) a statement that the Consumer has the right to dispute with the consumer reporting agency the accuracy or completeness of any information in a consumer report furnished by the agency. If a dispute as to the accuracy of the report is raised by the Consumer during the waiting period, Client will afford Background Examine the legally-allowed time to resolve the dispute before deciding whether to take adverse action.
F. Certifications Associated With Each Order. By having Background Examine prepare a Report for Client, Client is certifying that: (1) A clear and conspicuous disclosure has been made in writing to the Consumer by End-User (in a document that consists solely of the disclosure) stating that a Consumer Report may be obtained for employment purposes; (2) the Consumer has authorized in writing the procurement of the Consumer Report that is being ordered; (3) information from the report to be provided by Background Examine will not be used in violation of any applicable Federal or State equal employment opportunity law or regulation, or any other applicable law; and (4) if applicable, End-User will comply with the adverse action requirements described in Section 604(b)(3) of the Fair Credit Reporting Act, as well as any other pertinent adverse action requirements. In addition, if the Consumer lives in California or is applying to work in California or works in California, by having Background Examine prepare a Report for Client, Client is certifying that: (1) Client has complied with all disclosure and authorization requirements set forth in California Civil Code 1786.16, (2) Client has provided the Consumer a means to check a box to indicate that he or she would like a copy of any report received by Client from Background Examine, (3) Client will comply with any adverse requirements set forth under California law (including those identified in Section Cal. Civ. 1786.40) should they become applicable, and (4) Client has otherwise met all requirements for obtaining a Consumer Report or Investigative Consumer Report under California law.
3. Additional Certifications For Tenant-Related Reports.
A. Federal, State, and Local Law Notifications. Client certifies that before ordering a Report from Background Examine for tenant screening purposes, it shall also provide any necessary notifications under applicable federal, state, and local law to the Consumer. Client understands that various states, including, but not limited to, California, New York, Massachusetts, and Washington require that specific information be communicated to the Consumer under certain circumstances. Client agrees that it will work with experienced legal counsel as appropriate to ensure that all applicable requirements are accounted for.
B. Written Consent. Client certifies that, consistent with the FCRA, before ordering a Report from Background Examine, the Consumer shall authorize in writing the procurement of such Report. Consent paperwork shall appropriately inform the Consumer of the tenant-related reason for the Background Examine check and the nature of such check, in compliance with the FCRA.
C. Post-Adverse Action Procedures. If Client decides to take adverse action based upon a Report provided by Background Examine (e.g., decline tenant application, require higher security deposit, or offer less desirable apartment), it shall issue to the Consumer notice of any adverse action taken based in part or whole on a Report, including the statutorily-required notice identified in the Fair Credit Reporting Act. Among other things, such notice shall include: (1) the name, address, and telephone number of the consumer reporting agency, Background Examine, (2) a statement that the consumer reporting agency did not make the decision to take the adverse action and is unable to provide the Consumer the specific reasons why the adverse action was taken, (3) a statement that the Consumer may obtain a free copy of the consumer report from the consumer reporting agency within 60 days pursuant to Section 612 of the Fair Credit Reporting Act, and (4) a statement that the Consumer has the right to dispute with the consumer reporting agency the accuracy or completeness of any information in a consumer report furnished by the agency.
4. Additional Commitments For Specific Types Of Reports.
A. Investigative Consumer Report Information. If applicable, Client certifies that it shall comply with additional requirements pertaining to Investigative Consumer Reports, as outlined in 15 U.S.C. § 1681d. Among other things, it shall clearly and accurately disclose to the Consumer that an Investigative Consumer Report, including information as to his/her character, general reputation, personal characteristics, and mode of living, whichever are applicable, may be obtained. The disclosure shall be made in writing and mailed or otherwise delivered to the Consumer with a summary of the Consumer's rights provided for under 15 U.S.C. § 1681g(c). The disclosure shall also include a statement informing the Consumer of his/her right to submit a written request for additional information, pursuant to 15 U.S.C. § 1681d(b), within a reasonable period of time after the receipt by him/her of the foregoing disclosure. By having Background Examine prepare an Investigative Consumer Report for Client, Client is certifying that it has complied with the above requirements in this Section and otherwise met all legal prerequisites for receiving an Investigative Consumer Report. Further, upon receipt of a request by an applicant or employee for additional information about the Investigative Consumer Report being ordered, Client shall disclose in writing the nature and scope of the investigation, which shall be complete and accurate. The disclosure must be mailed or otherwise delivered to the Consumer not later than five (5) days after the date on which the request for additional disclosure was received from the Consumer or the date the Client first requested the report, whichever is later.
B. Credit History Information. If Client chooses to order credit reports from Background Examine, it certifies the following:
1. If Client is an employer, Client understands that at least ten (10) states and certain municipalities impose requirements and/or restrictions on employers intending to use credit reports for employment purposes. For example, Nevada and Illinois only permit employers to consider credit reports if the Consumer is working or will be working in a certain capacity. Likewise, states such as California and Colorado require that Consumers receive certain additional notifications before a credit check for employment purposes is conducted. Client certifies that it will comply with any and all legal requirements or restrictions pertaining to its use of credit reports identified by Background Examine.
2. Client acknowledges that special requirements are imposed by credit bureaus before access to credit history information may be provided. Client therefore agrees to the following:
a. Client shall make no employment decisions based solely on credit bureau alerts/warnings regarding addresses and/or Social Security numbers.
b. Client shall permit a physical site inspection of its premises. The cost for the site inspection will be billed to Client. Background Examine will arrange for an inspector to come to Client's location. For residential offices, the inspection and fee will be annual.
c. Client shall ensure security programs and appropriate access requirements are in place, the purpose being to prevent unauthorized ordering, accessing, and/or unauthorized viewing of consumer information; to inform all accessing employees that they may not access their personal information, information of friends and/or relatives or any other person unless it is for legitimate business purposes.
d. To the extent Client is eligible to receive credit scores ("Scores"), Client shall only do so for its own exclusive use. Client may store Scores solely for Client's own use in furtherance of Client's original purpose for obtaining the Scores. Client shall not use the Scores for model development or model calibration and shall not reverse engineer the Score. All Scores provided hereunder will be held in strict confidence by Client and may never be sold, licensed, copied, reused, disclosed, reproduced, revealed or made accessible, in whole or in part, to any Person, except (i) to those employees of Client with a need to know and in the course of their employment; (ii) to those third party processing agents and other contractors of Client who have executed an agreement that limits the use of the Scores by the third party only to the use permitted to Client and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (iii) when accompanied by the corresponding reason codes, to the consumer who is the subject of the Score; (iv) to government regulatory agencies; or (v) as required by law. Moreover, unless otherwise explicitly authorized in an agreement between Background Examine and Client for scores obtained from a credit bureau, or as explicitly otherwise authorized in advance and in writing by a credit bureau through Background Examine, Client shall not disclose to consumers or any third party, any or all such scores provided under this Agreement, unless required by law.
e. Client shall release and indemnify the credit reporting agency from all liability arising from the Client's unauthorized access, improper use, or reliance on consumer credit information provided by the Company pursuant to this agreement.
f. Client shall comply with any other requirement imposed by a credit reporting agency, so long as Background Examine makes Client aware of such a requirement.
C. Criminal History Information. Background Examine recommends that Client screen consumers at the county level and state level, as well as using federal and multi-state/nationwide databases. Client understands that Background Examine cannot be held responsible for any records that exist that do not fall within the scope of the search(es) ordered by Client. Client further understands that the multi-state/nationwide database information will only be offered in conjunction with a county or state-level verification of any possible "hit" and that Client will be separately charged for the associated fees. Finally, Client is aware that multiple states and municipalities impose restrictions on the use of criminal history information and that the EEOC counsels that employers should engage in a multi-step process when evaluating applicants'/employees' criminal history information designed to avoid any disparate impact problems under Title VII. Client agrees to monitor all applicable legal restrictions on the use of criminal history information and take all necessary steps to comply with them.
D. Motor Vehicle Record Information. Client hereby certifies that it will only order motor vehicle records and/or driving records (collectively "MVRs") in strict compliance with the Driver Privacy Protection Act ("DPPA" at 18 U.S.C. § 2721 et seq.) and any related state laws. Client further certifies that no MVRs shall be ordered without first obtaining the written consent of the Consumer to obtain "driving records." Client shall not retain or store any Background Examine-provided MVR results or portions of information contained therein in any database or combine such information with data in any other database, except that Client may keep a copy of a Consumer's MVR in the Consumer's personnel file. Client shall not transmit any data contained in the reported MVR via the public internet, electronic mail or any other unsecured means. Client understands that when MVRs are sought in certain states, Client will be required to complete and store certain state-specific written consent materials in connection with any MVR check performed by Background Examine. Client agrees to complete such state-specific written consent materials as required by law or requested by Background Examine Client further agrees to maintain such materials for no less than five (5) years.
E. Drug Test Results. Client certifies that it understands that various states impose requirements and/or restrictions on employers intending to use drug testing. For example, Minnesota only allows employers to conduct drug testing in certain situations and further requires that certain notices be provided. Client certifies that it will comply with any and all legal requirements or restrictions pertaining to its use of drug test results received from Background Examine.
F. The Work Number. Client acknowledges that special requirements are imposed by "The Work Number" before access to "The Work Number" may be provided by Background Examine. If Client chooses to order such information from Background Examine, Client agrees as follows:
1. Client shall hold "The Work Number" and its agents harmless from any claims or injuries arising out of Client's use of "The Work Number."
2. Client shall not forward or share "The Work Number" information with any third-party, except as required by law.
3. "The Work Number" information will only be obtained by Client for the permissible purpose identified in this Agreement.
4. Client is not one of the companies identified by "The Work Number" as a "Business that Cannot Be Provided The Work Number Information."
5. Client is in compliance with Vermont laws and any other applicable state laws regarding consumer credit or consumer identity protection.
6. Client shall comply with "The Work Number" data security requirements as described in Exhibit B and "The Work Number's" disposal of consumer information requirements as described in Exhibit C.
5. Obligations Regarding The Use and Security of Reports.
A. Decision-making. Client understands and agrees that Background Examine does not make the decision to deny employment, deny tenancy, or take any other adverse action based on any reported findings in the Background Examine investigation process. This responsibility falls solely with the Client. Client accepts full responsibility for any decision or adverse action made in part or whole on a Report provided by Background Examine.
B. Client's Information Security Obligations. Client understands that Reports contain sensitive, personal information. Accordingly, Client agrees to do the following in order to preserve the security of the services being provided pursuant to this Agreement:
1. Prevent Misuse Of Services Or Information. Client shall only request Reports for one-time use. Client agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of Reports. Client agrees that Background Examine may temporarily suspend Client's access pending an investigation of Client's use or access. Client agrees to cooperate fully with any and all investigations. If any misuse or unauthorized access is found, Background Examine may immediately terminate this Agreement.
2. Properly Maintain The Client Account. Client is responsible for the administration and control of Account IDs by its employees and third parties and shall identify a security administrator to coordinate with Background Examine. Client shall manage all Account IDs and notify Background Examine promptly if any Account ID becomes inactive or invalid. Client shall follow the policies and procedures of Background Examine with respect to account maintenance as communicated to Client from time to time.
3. Limit Access Within Organization. Client shall disclose Reports internally only to Client's designated and authorized employees having a need to know and only in accordance with the Agreement and applicable law. Client shall ensure that such designated and authorized employees shall not attempt to obtain any consumer reports or investigative consumer reports on themselves, associates, or any other person except in the reasonable exercise of their official duties.
4. Limit Distribution Outside of Organization. Client shall hold any Report obtained from Background Examine in strict confidence, and not disclose it to any third-parties except as necessary to comply with adverse-action requirements under the Fair Credit Reporting Act or as otherwise required by law.
5. Properly Handle Any Potential Or Actual Security Breaches. In the event that Client learns or has reason to believe that Report data has been disclosed or accessed by an unauthorized party, Client will immediately give notice of such event to Background Examine. Furthermore, in the event that Client has access to or acquires individually-identifiable information (e.g., social security numbers, driver's license numbers or dates of birth) in relation to the Agreement, the following shall apply: Client acknowledges that upon unauthorized acquisition of such individually-identifiable information (a "Security Event"), Client shall, in compliance with law, notify the individuals whose information was disclosed that a Security Event has occurred. Also, Client shall be responsible for any other legal obligations which may arise under applicable law in connection with such Security Event.
6. Background Examine's Obligations.
A. Compliance with Applicable Laws. Background Examine agrees to comply with all laws applicable to the making of Reports. Among other things, Background Examine will: (a) follow reasonable procedures to assure maximum possible accuracy of the information reported, (b) disclose to Consumer, upon request, the information in the Consumer's file, and (c) reinvestigate any information disputed by the Consumer at no charge to the Client and take any necessary action to rectify a report that has been determined to have incorrect or unverifiable information.
B. Scope of Information Provided. Background Examine shall seek out and deliver information consistent with the service descriptions set forth on its website at http://backgroundexamine.com/at the time of the relevant search. Client understands that it must review and consider the scope of a search before placing an order with Background Examine. Client also understands that it will not receive information from Background Examine that falls outside of a requested search, and that it will not receive information that Background Examine determines-in its sole discretion-to be unreportable under applicable law.
7. No Legal Advice. Client acknowledges the importance of complying with its obligations under applicable law and agrees that it will consult with legal counsel regarding the acquisition and use of Consumer Reports and Investigative Consumer Reports. Client understands and acknowledges that Background Examine is not a law firm and does not provide legal advice in connection with Background Examine's furnishing of Reports to Client or Client's use of such Reports. Client understands that any communications by Background Examine's employees or representatives regarding searches, verifications or the content of reports are not to be considered or construed as legal advice. Client shall consult with counsel as appropriate before deciding whether to act upon information reported by Background Examine. Client understands that sample forms or documents made available by Background Examine to Client, including, but not limited to, sample disclosure notices, written authorizations, and adverse action notices are offered solely as a courtesy and should not be construed as legal advice. Laws governing the content of such documents frequently change. Accordingly, Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws. Use of Background Examine's sample documents or processes-including any process designed to obtain the consumer's consent to the background check-is entirely optional. Therefore, if Client chooses to use Background Examine's sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Background Examine), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify, defend, and hold harmless Background Examine, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity ("Claims"), related to Client's use of sample forms, sample documents, or processes made available by Background Examine.
8. Warranties, Remedies, and Indemnification.
A. Background Examine assembles information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. Client understands that these information sources and resources are not maintained by Background Examine. Therefore, Background Examine cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Background Examine has in place procedures designed to ensure the maximum possible accuracy of the information reported and also procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law.
B. Client understands that Background Examine obtains the information in its Consumer Reports and Investigative Consumer Reports from various third-party sources "AS IS" and, therefore, is providing the information to Client "AS IS". BACKGROUND EXAMINE MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE; BACKGROUND EXAMINE EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES.
C. Client shall indemnify and hold harmless Background Examine, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys' fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity ("Claims") related to: (i) any breach by Client of this Agreement or addenda to this Agreement, (ii) Client's violation of applicable laws or ordinances, or (iii) Client's negligence, misconduct, recklessness, errors or omissions.
D. BACKGROUND EXAMINE SHALL NOT BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF BACKGROUND EXAMINE WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. IN ADDITION, BACKGROUND EXAMINE SHALL NOT BE LIABLE TO CLIENT FOR AN AMOUNT THAT EXCEEDS TWO TIMES (2X) THE TOTAL FEES PAID TO BACKGROUND EXAMINE DURING THE YEAR IN WHICH SUCH LIABILITY AROSE. BOTH PARTIES AGREE THAT THE PRICES AFFORDED TO CLIENT ARE PREMISED ON THIS CAP ON DAMAGES.
9. Fees and Invoices. Client shall be responsible for paying all costs and fees for services ordered specified on Exhibit A. Client shall be responsible for all charges incurred, including applicable fees, as well as charges resulting from Client's errors in inputting data, duplicate requests, and errors in transmission. Client will be billed monthly for services rendered on its behalf. Invoices are due and payable upon receipt and considered past due after thirty (30) days from date of invoice. Unpaid balances thereafter are subject to a monthly interest charge of up to 1.5% per month from the date of the invoice until the obligation is paid in full, as allowed by law. Client shall review all invoices furnished and shall notify Background Examine of any discrepancies within thirty (30) days of receipt of the invoice. Absent an appropriate notice within thirty (30) days, the invoice will be deemed approved and accepted by Client. If it becomes necessary for Background Examine to pursue any collection of any amount due from Client under this Agreement, in addition to the principal amount due and interest, Background Examine shall be entitled to recover its costs of collection including, without limitation, reasonable attorney's fees, as allowed by law.
A. Term. This Agreement may be terminated by either Party for any reason whatsoever upon 30 days' prior written notice to the other Party. Notwithstanding the above, Background Examine may terminate this Agreement immediately upon written notice if Client is the debtor in a bankruptcy action or in an assignment for the benefit of creditors or if Client undergoes a change in ownership. In addition, Background Examine may terminate the Agreement immediately if it determines that Client has violated the Agreement or a separate legal requirement, or if it determines that there has been a material change in existing legal requirements that adversely affects the Agreement.
B. Counterparts; Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
C. Independent Contractor. Each party is and shall remain an independent contractor. Neither party is authorized to assume or create an obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind the other party in any manner.
D. Address Change. Client shall notify Background Examine if Client changes its name or address.
E. Information for "Vetting Purposes". Client shall be expected to provide certain information to Background Examine regarding the nature of its business so that Background Examine may appropriately "vet" Client before providing Reports. Among other things, Client shall provide a photocopy of Client's business license, Federal Tax ID/Employer Identification Number and/or articles of incorporation. For Clients that have been in business LESS than one (1) year, Client must also send a photo copy of two of the following items: A copy of a utility or telephone bill in the business name for services at the principal place of business, a copy of the lease or proof of property ownership, a copy of a bank statement addressed to the Client, or a copy of the commercial insurance under the business name.
F. General Legal Compliance: Client shall comply with all laws applicable to its ordering, receipt, or use of Reports from Background Examine.
G. Receipt of Federal Notices. Client acknowledges that it has received a copy of "A Summary of Your Rights Under the Fair Credit Reporting Act" and "Notice to Users of Consumer Reports."
H. Retention of Documents. Client shall retain all disclosures to Consumers, written authorizations from Consumers, Reports, and adverse action letters for a period of at least five (5) years.
I. Audits. Background Examine shall have the right to conduct periodic audits of Client's compliance with this Agreement. In addition, certain third-party vendors, such as departments of motor vehicles and credit bureaus, require the right to audit Client either directly or through Background Examine. The scope and frequency of any audit shall be at the reasonable discretion of Background Examine and will be subject to requirements imposed by third-party vendors. Background Examine will provide reasonable notice prior to conducting any audit provided that Background Examine has received reasonable notice from any third-party vendor involved in the audit process. Any violations discovered as a result of such audit may be cause for immediate action by Background Examine, including, but not limited to, immediate termination of this Agreement.
J. Forum Selection and Choice of Law. Massachusetts law and federal law will govern this Agreement for all matters except for collections. The parties agree that any legal disputes other than collection matters will be handled in the appropriate state court in Massachusetts or the appropriate federal court in Massachusetts. Both parties agree that personal jurisdiction exists in Massachusetts.
K. Validity of Agreement. The invalidity or unenforceability of any one provision of this Agreement shall not impair the validity and enforceability of the remaining provisions.
L. Force Majeure. The obligation of Background Examine to perform under this Agreement shall be excused if caused by matters beyond its reasonable control, including, without limitation, government regulation or law, war or insurrection, civil commotion, destruction of production facilities or material by earthquake, fire, flood, storm or other natural disaster, labor disturbances, epidemic or failure of suppliers, public utilities or common carriers.
M. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, Client shall not assign or otherwise transfer this Agreement or any interest herein without the prior written consent of Background Examine.
N. No Third-Party Beneficiaries. Except as specifically provided for herein, this Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns.
O. No Waiver. The failure of either party to insist on prompt performance of their duties shall not constitute a waiver of that duty.
P. Exhibits and Schedules Incorporated. All Exhibits and Schedules attached hereto are incorporated herein.
Q. Survival. The following provisions shall survive termination of this Agreement: 2D, 2E, 2F, 3C, 4B(2)(e), 4C, 4D,4E, 4F, 5A, 5B, 7, 8B, 8C, 8D, 9, 10F, 10H, 10J, 10L, 10N, 10O, and 10R.
R. Entire Agreement. This Agreement and any attachments hereto constitute the entire agreement between the parties and supersede all prior understanding, written or oral, between the parties with respect to the subject matter hereof. No changes or alterations may be made to this Agreement unless in writing signed by duly-authorized representatives of each party to this Agreement.ACCEPTANCE OF AGREEMENT
BY CLICKING THE BOX BELOW AND PROVIDING THE INFORMATION REQUESTED BELOW, YOU, THE CLIENT, ARE AGREEING TO THE TERMS OF THIS AGREEMENT. IF YOU ARE ENTERING INTO THIS AGREEMENT, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND YOUR ENTITY TO THE TERMS AND CONDITIONS HEREOF. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT.
Leave this empty:
Your legal name
Your email address
If you have questions about the contents of this document, you can email the document owner.
Document Name: Client Agreement 1.1
Agree & Sign