END USER SERVICE AGREEMENT

Transcription

1 END USER SERVICE AGREEMENT THIS AGREEMENT is between Vault Verify, LLC, ( VV ) and ( Client ). This Agreement is entered into on,. 1. Services to be Provided by VV A. Upon request and relying upon Client s representations that it has a legitimate purpose for information, VV will provide employment and other verifications to the Client when available. VV will only furnish a report for a permissible purpose under the Fair Credit Reporting Act, 15 U.S.C et seq. ( FCRA ) and no other purpose. B. Client acknowledges receipt of the Federal Trade Commission Notice of Consumer s Rights and Notice to Users. 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 VV. Client specifically represents that reports will only be obtained for its own one time 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. Client will request reports for the following permissible purposes listed below. B. Client represents that prior to requesting a report for employment purposes (including contractors and volunteers), and or residential screening it will: (I) disclose to the individual who is the subject of the report that a 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 individual s 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) provide a reasonable amount of time prior to taking adverse employment action against 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 VV, 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) After taking adverse action based in whole or in part upon information contained in a report furnished by VV, the Client shall: Page 1 of 10 rev 15-01

2 (a) (b) provide notice of such action to the individual; provide the name, address and telephone number of VV; 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 VV and that VV 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. Client will maintain documentation showing compliance with these certifications for a period of six (6) years or during the employment, tenancy, etc. of the subject, whichever is longer. 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. B. VV does not act as legal counsel for Client. Client is responsible for retaining counsel to advise it regarding proper use of consumer reports; compliance with the FCRA and other applicable federal, state and local laws. C. Client agrees to promptly execute and return to VV all documentation required, now or in the future, by any government agency or VV to permit release of information or to ensure compliance with applicable laws or regulations D. Client consents to any reasonable request by VV to audit records of the Client in person or 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. VV will charge a fee for each matching request made by Client, in accordance with VV s current fees schedule. VV reserves the right to change the fees charged upon thirty (30) days notice to Client. 5. Confidentiality of Information A. Information provided by VV 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 and destruction as required by regulations issued by the Federal Regulatory Agencies. B. Client acknowledges that it will receive personal identifying information on the subjects of the reports it receives. Client shall maintain reasonable procedures to protect the information from unauthorized internal or external access. 6. Waiver and Release A. Client acknowledges that VV relies totally on the information furnished by others. VV is not responsible for inaccurate or false information received from others and sent to Client. Client agrees Page 2 of 10 rev 15-01

3 to assert no claim and waives liability against VV for any inaccurate or false information included in any report unless VV had actual knowledge of the error and failed to correct it. B. Client agrees to hold VV harmless and will indemnify VV from all claims and losses resulting from Client s breach of this Agreement or violation of any applicable law 7. Misuse of Information The FCRA 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. If a Client or one of its employees misrepresents to VV the reason for a report or requests a report for an impermissible purpose, VV may terminate service without notice in addition to other remedies available to VV. Client understands that its misuse of or improper request for information may have a direct impact upon VV 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. 8. Non-Disclosure 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. 9. Termination of Agreement A. Client may terminate this Agreement at any time upon written notice to VV.. B. VV may terminate this agreement by providing a 5 day written notice but upon the occurrence of the following events, VV may, immediately and without notice terminate or suspend this Service Agreement: (I) (II) (III) Default in payment of charges for VV Services; Misuse of information contained in a VV report; Improper request for information; (IV) Failure of Client to comply with or assist VV 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 VV of any of the following events: change in ownership of the Client (over 50%); a merger, change in name or change in the nature of Client s business that in any way affects Client s right to request and receive consumer reports. Page 3 of 10 rev 15-01

4 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 , 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 amended or modified to the extent necessary to make it comply, and VV and Client hereby consent and agree to any such 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 Florida by VV. Therefore, this Agreement will be interpreted and enforced in accordance with the laws of the State of Florida, without reference to its conflict of laws. E. VV 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. 12. Force Majeure VV 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: war, terrorism, riots, embargos, strikes, disruptions in communications or acts of God. Page 4 of 10 rev 15-01

5 RESELLER AGREEMENT THIS AGREEMENT is between Vault Verify, LLC, ( VV ) and ( Reseller ). This Agreement is entered into on,. WHEREAS,VV is in the business of providing quality consumer reports (collectively, the Services ); WHEREAS, Reseller is in the business of providing various services to approved credentialed end users; WHEREAS, VV and Reseller desire to establish, pursuant to this Agreement, a mutually beneficial relationship through which Reseller will purchase VV Services on behalf certain existing Reseller customers ( Reseller Customers or End Users ), which Reseller will resell through direct agreements between Reseller and the Reseller s Customers; NOW THREFORE, for good and valuable consideration the receipt and sufficiency of which hereby are acknowledged, and of the premises and mutual covenants herein contained, the parties hereto hereby agree as follows: 1. Appointment. Subject to the terms and conditions of this Agreement, and for the term of this Agreement, VV hereby appoints Reseller as a non-exclusive nationwide reseller of the Services to their approved credentialed end user customer who have permissible purpose under the FCRA. 2. Non-Exclusivity. Reseller acknowledges that its appointment hereunder as a reseller for the Services is non-exclusive. 3. Independent Reseller Status. Reseller is an independent purchaser and reseller of Services. Reseller shall not be considered an agent or legal representative of VV for any purpose, and neither Reseller nor any director, officer, agent or employee of Reseller, shall be, or be considered, an employee or agent of VV for any purpose whatsoever. Nothing herein shall be deemed or construed to create a joint venture, partnership, fiduciary or agency relationship between the parties for any purpose. In the performance of all work, Reseller is an independent contractor, with sole right to supervise, manage, control and direct the performance of the details of such work to be performed by Reseller. 4. Operations and Expenses. Except as provided herein, the detailed operations of Reseller under this Agreement are subject to the sole control and management of Reseller. 5. Obligations of VV. Page 5 of 10 rev 15-01

6 5.1 Services Provided. VV shall provide as it is provided/supplied by VV partner, employment education and DOT as well as other types of verification reports. Reseller acknowledges that VV relies totally on the information furnished by others. VV is not responsible for inaccurate or false information received from others and sent to Reseller. Reseller agrees to assert no claim and waives liability against VV for any inaccurate or false information included in any report unless VV had actual knowledge of the error and failed to correct it. 5.3 Operational Support. VV shall provide Reseller with access to support via and telephone regarding consumer disputes for reports created by VV. 5.4 No Additional Obligations. Except for the foregoing obligations, and the obligations set forth in the warranties Section hereof, VV shall have no other support, maintenance or repair obligations. 6. Obligations of Reseller. The following outlines Resellers obligations and responsibilities. Reseller acknowledges that it is a reseller consumer reporting agency and that it is governed by the Fair Credit Reporting Act, 15 USC 1681 et. seq. ( FCRA ) as well as state and local consumer reporting laws and regulations. Reseller certifies that it is knowledgeable of its obligations and responsibilities, and it has in place policies and procedures to comply with those laws and regulations and has the resources to maintain compliance through time. 6.1 Approvals and Compliance. Reseller agrees that it shall not engage in any course of conduct that, in VV's reasonable belief, would cause VV to be in violation of the laws of any jurisdiction or cause VV s reputation to be damaged. Any breach of the provisions of this Section shall be deemed a material breach of this Agreement. 6.2 Billing, Collections and Account Management. In consideration for the Services, VV will charge Reseller by credit card at the time of purchase Verification of End Users. Reseller shall investigate and credential each End User before providing any consumer report to that End User. Such investigation shall comply with 15 USC 1681e(e) and shall determine the identity of the End User as a legitimate business and the existence of a permissible purpose (15 USC 1681b) to request consumer reports and that the End User will use the information for no other purpose. 6.4 End User Agreements. Page 6 of 10 rev 15-01

7 Reseller shall enter into a written service agreement with each end user before Reseller provides consumer reports. 6.5 Ordering Requirements. When ordering consumer reports, Reseller shall identify the End User by company name or reference # and list the permissible purpose for which the report will be used. 6.6 Editing of Information. Reseller shall not edit any information that would result in a report being inaccurate or incomplete. 6.7 Reseller Subject to Audit. The failure to cooperate in any investigation/audit regarding compliance with their contractual and statutory obligations under the FCRA by VV or any governmental agency may be cause to immediately suspend or terminate service. 6.9 Notice of Security Breach/Claims. Reseller shall notify VV within one business day (1) from when it becomes aware of any security breach of its files (hard or electronic) Further, Reseller shall notify VV within five (5) business days of any lawsuit served on Reseller claiming that it or Reseller s customer has violated the FCRA or applicable state or local consumer reporting law Disputes. If Reseller receives a dispute from a consumer regarding information obtained by VV, Reseller shall follow the requirements of the FCRA currently found at 15 USC 1681i(f). Reseller shall within five (5) business days of the receipt of the dispute conduct a review of its activities to determine if it created an inaccuracy. If Reseller s activities did not create the alleged inaccuracy, Reseller shall notify VV to allow VV to investigate the dispute. Upon completion of the investigation, VV shall notify Reseller of the results of the investigation. Reseller shall immediately convey the results to the consumer in writing and also by telephone if the investigation resulted in a deletion of information Confidentiality of Consumer Information. Information provided by VV is considered confidential by law. Upon its receipt, Reseller shall treat the information as confidential. Reseller shall maintain reasonable procedures to protect the information from unauthorized internal and external access. 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. Reseller shall transmit reports to its customers in a commercially reasonable secure method. At the time that Reseller disposes of any information received from VV, it shall cause such to be destroyed by cross shredding, burning or electronic destruction as required by regulations issued by the federal Regulatory Agencies. 7. Term, Priority, Enforceability. Page 7 of 10 rev 15-01

8 7.1 This Agreement shall be effective on the date first written above and shall remain in force for two (2) years and shall continue from year to year (anniversary date) unless terminated in writing by a party upon at least 10 days prior to the end of the existing term. Upon termination of this Agreement, the obligations of a continuing nature shall continue to be binding and in full force and effect. 7.2 This Agreement executed by the Parties contains the entire agreement of the parties with respect to its subject matter and supersedes all existing agreements and all other oral, written or other communications between them concerning its subject matter. Neither party s failure to enforce strict performance of any provision of this Agreement will constitute a waiver of a right to subsequently enforce such a provision. No modification, extension or waiver of this Agreement shall be valid unless made in writing and signed by an authorized representative of the party to be charged. No written waiver shall constitute, or be construed as, a waiver of any other obligation or condition of this Agreement. 7.3 Right to Immediately Terminate Agreement. VV may immediately suspend or terminate this Agreement upon written notice to reseller if Reseller is in violation of this Agreement or the FCRA or applicable state or local consumer reporting law. 8. Confidentiality of Business Information. While this Agreement remains in effect and for a period of five (5) years after expiration or termination of this Agreement, neither party shall make the other s Confidential Information available to any third party or use the other s Confidential Information for any purposes other than exercising its rights and performing its obligations under this Agreement. 9. Representations, Warranties, Limitations of Liability. Each party represents and warrants that such party is duly authorized to enter into this Agreement, that such party s performance of this Agreement according to its terms shall not breach any separate agreement by which such party is bound and that this Agreement, upon execution and delivery, represents a binding obligation of such party, enforceable in accordance with its terms. EXCEPT AS SET FORTH IN THIS AGREEMENT, VV MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER FOR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOST REVENUE OR PROFITS, LOSS OF OPPORTUNITY OR DISRUPTION OF BUSINESS) OF THE OTHER PARTY OR ANY THIRD PARTY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES Page 8 of 10 rev 15-01

9 10. Indemnification. Each party hereto (acting as an Indemnifying Party ) hereby agrees to indemnify, defend and hold the other party, its affiliates and subsidiaries, and their respective officers, directors, and employees (each, acting as an Indemnified Party ) harmless from and against any and all loss, liability, cost and expense, including reasonable attorneys fees, incurred by any one or more of them by reason of any and all claims, demands, suits or proceedings, made or brought against any one or more of them by any third parties arising out of or relating to the performance of the Indemnifying Party s obligations hereunder, except to the extent that such claims arise from the Indemnified Party s gross negligence or willful misconduct. 11. Acknowledgement. The parties acknowledge that the limitations and exclusions contained in this Agreement have been the subject of negotiation between the parties and represent the parties agreement based upon the perceived level of risk associated with their respective obligations under this Agreement, and the payments made hereunder. 12. General. This Agreement shall be binding upon and shall inure only to the benefit of VV and Reseller and their respective successors and permitted assigns. 13. Excuse. Neither party shall be liable for any delay or other failure of performance caused by reasonably unforeseeable factors beyond its control, including without limitation strikes, riots, insurrection, labor shortage, earthquake, hurricane, epidemic, war, acts of terrorism, fire, interruptions in communications, computer malfunctions, acts of God, or governmental acts or regulation. 14. Severability. If any provision of this Agreement (or any portion thereof) shall be held to be invalid, illegal or unenforceable, the validity, legality or enforceability of the remainder hereof shall not in any way be affected or impaired thereby. The headings in this Agreement are intended for convenience of reference and shall not affect its interpretation. 15. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida without regard to its conflict of law provisions. 16. Notices. All demands, notices and communications required to be provided hereunder to a party shall be in writing and shall be deemed to have been duly given (a) if mailed by registered or certified mail, postage prepaid, and return receipt requested, or (b) if sent by a nationally recognized overnight delivery company as follows: 17. Execution. This Agreement or other Exhibit or Amendment entered into pursuant to this Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Page 9 of 10 rev 15-01

10 IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the date set forth above. CLIENT (Name) Address: City State Zip: Phone: By: Position: VAULT VERIFY, LLC ( VV ) 102 South Riverside Drive New Smyrna Beach, FL Accounts@Vaultverify.com Phone (407) By: Philip Luizzo Position: CEO Signature: Page 10 of 10 rev 15-01