WHEREAS, Client plans to order Consumer Reports and/or Investigative Consumer Reports as defined under the federal Fair Credit Reporting Act (“FCRA”) (collectively “Reports”) from sapphire Check;
WHEREAS, Sapphire Check desires to sell Reports to Client;
WHEREAS, Sapphire Check and Client desire to further define the terms by which Reports will be provided by Sapphire Check to Client;
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Sapphire Check and Client hereby agree as follows:
- Identification of Permissible Purpose For Receiving Reports
Client hereby certifies that all of its orders for Reports from Sapphire Check shall be made, and the resulting Reports shall be used, for the following permissible purpose under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., only:
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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 sapphire Check. 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.
- Legal Certifications For Employment-Related Reports
The client understands that various legal requirements apply if/when it orders Reports for employment purposes. Client shall comply with all such requirements. In particular, the Client makes the following certifications as to legal compliance as to Reports ordered for employment purposes.
- 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. The “disclosure” shall not contain any extraneous information not required by applicable law, including, but not limited to, a release of liability.
- State Law Notifications. The client certifies that before ordering a Report from the sapphire Check, it shall also provide any necessary notifications under applicable state law to the Consumer. The 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. The 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 the Client. The client agrees that it will work with experienced legal counsel as appropriate to ensure that all applicable requirements are accounted for.
- Written Consent. Client certifies that, consistent with the FCRA, before ordering a Report, the Consumer shall authorize in writing the procurement of such Report.
- EEO Law and Regulation Compliance. Client certifies that it shall not use the information contained in a Report provided by sapphire Check in violation of any applicable federal or state equal employment opportunity law or regulation.
- Adverse Action Procedures. Client certifies that before adverse action based in part or whole on a Report from sapphire Check, it shall follow all legally-required “pre-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 sapphire Check, 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.After providing the pre-adverse action communication described above, the Client shall wait a reasonable period of time to allow the Consumer to dispute the accuracy of the report before taking any adverse action. After the appropriate waiting period, and assuming no dispute, the 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, Sapphire Check, (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, the Client will afford Sapphire Check the legally-allowed time to resolve the dispute before deciding whether to take adverse action.
- Certifications Associated With Each Order. By having Sapphire Check prepare a Report for Client, Client is certifying that:(1) A clear and conspicuous disclosure has been made in writing to the Consumer by Client (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 Sapphire Check 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, Client 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 Sapphire Check to 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 sapphire Check, (3) Client will comply with any adverse requirements set forth under California law (including those identified in Cal. Civ. Code § 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.
- Legal Certifications For Non-Employment Reports. The client understands that various legal requirements apply if/when it orders Reports for other then employment purposes. Client shall comply with all such requirements. In particular, the Client makes the following certifications as to legal compliance as to Reports ordered for non-employment purposes.
- Federal, State, and Local Law Notifications. Client certifies that before ordering a Report from Sapphire Check for non-employment 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.
- Written Consent. Client certifies that, consistent with the FCRA, before ordering a Report from Sapphire Check, the Consumer shall authorize in writing the procurement of such Report. Consent paperwork shall appropriately inform the Consumer of the reason for the Sapphire Check and the nature of such check, in compliance with the FCRA.
- Post-Adverse Action Procedures. If Client decides to take adverse action based upon a Report provided by Sapphire Check, 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, Sapphire Check, (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.
- Additional Commitments For Reports Containing Certain Types Of Information.
- Investigative Consumer Report Information.If Client chooses to order Investigative Consumer Reports (i.e. certain interview-based reports), it certifies that it shall comply with all legal requirements pertaining to Investigative Consumer Reports.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 Sapphire Check 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 a consumer 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 shall 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.
- Credit History Information.If Client chooses to order credit reports from Sapphire Check, it certifies the following:
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 Client certifies that it will comply with any and all legal requirements or restrictions pertaining to its use of credit reports identified by sapphire Check
2. The client acknowledges that special requirements are imposed by credit bureaus before access to credit history information may be provided.The client, therefore, agrees to the following:
- The client shall make no employment decisions based solely on credit bureau alerts/warnings regarding addresses and/or Social Security Numbers.
- The client shall permit a physical site inspection of its premises. The cost for the site inspection will be billed to the Client. Sapphire Check will arrange for an inspector to come to the Client’s location. For residential offices, the inspection and fee will be annual.
- 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; Client shall also inform all 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.
- To the extent Client is eligible to receive credit scores (“Scores”), Client shall only do so for its own exclusive use. The client may store Scores solely for Client’s own use in furtherance of the Client’s original purpose for obtaining the Scores. The client shall not use the Scores for model development or model calibration and shall not reverse engineer the Score. All Scores provided hereunder shall 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 Sapphire Checkand Client for Scores obtained from a credit bureau, or as explicitly otherwise authorized in advance and in writing by a credit bureau throughSapphire Check, Client shall not disclose to consumers or any third party any or all such scores provided under this Agreement, unless required by law.
- Client shall release and indemnify the credit bureau from all liability arising from the Client’s unauthorized access, improper use, or reliance on consumer credit information provided pursuant to this agreement.
Client shall comply with any other requirement imposed by a credit bureau, so long as Sapphire Check makes Client aware of such a requirement.
- Criminal History Information. Sapphire Check recommends that Client screen consumers at the county, state, and federal level, as well as using federal and multi-state/nationwide databases. Client understands that Sapphire Check 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 applicant's/employee's 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.
- Motor Vehicle Record Information. Client 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 MVRs. Client shall not retain or store any Sapphire Check-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 file. Client shall not transmit any data contained in the reported MVR via the internet 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 Sapphire Check. Client agrees to complete such state-specific written consent materials as required by law or requested by Sapphire Check. Client further agrees to maintain such materials for no less than five (5) years.
- Drug Test Results. Client certifies that it understands that various states impose requirements and/or restrictions on employers intending to obtain or use drug testing results. 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 acquisition or use of drug test results received from Sapphire Check.
- The Work Number. Client acknowledges that special requirements are imposed by Tax Corporation before access to “The Work Number” may be provided by Sapphire Check. If Client chooses to order such information from Sapphire Check, Client agrees to comply with the terms for “Subscribers” identified on Exhibit B to this Agreement.
- Obligations Regarding The Security of Reports. Client understands that Reports contain sensitive, personal information. Accordingly, Client agrees to do the following in order to preserve the security of the information being provided pursuant to this Agreement:
- 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 Sapphire Check 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, Sapphire Check may immediately terminate this Agreement.
- Properly Maintain The Client Account. Client is responsible for the administration and control of Account IDs and shall identify a security administrator to coordinate withSapphire Check. Client shall manage all Account IDs and notify Sapphire Check promptly if any Account ID becomes inactive or invalid. Client shall follow the policies and procedures of Sapphire Check with respect to account maintenance as communicated to Client from time to time.
- 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 Reports on themselves, associates, or any other person except in the reasonable exercise of their official duties.
- Limit Distribution Outside of Organization. Client shall hold any Report obtained from Sapphire Check 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.
- Disposal of Consumer Report Information. Client agrees to take reasonable measures to dispose of Reports in order to prevent the unauthorized access to – or use of – information in a Report. Reasonable measures for disposing of consumer report information may include: (1) Burning, pulverizing, or shredding papers containing consumer report information so that the information cannot be read or reconstructed; (2) Destroying, erasing, deleting, and/or scrambling electronic files or media containing consumer report information so that the information cannot be read or reconstructed; or (3) Engaging a professional document destruction contractor to dispose of consumer report information.In all instances, Client’s report disposal procedures shall comply with applicable law.
- 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 to or accessed by an unauthorized party, Client shall comply with any and all applicable data breach laws.
Sapphire Check’s Services and Obligations.
- Compliance with Applicable Laws. Sapphire Check agrees to comply with all laws applicable to consumer reporting agencies. Among other things, Sapphire Check 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.
- Scope of Information Provided. Sapphire Check shall seek out and deliver information consistent with the service descriptions set forth on its website at https://www.sapphirecheck.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 Sapphire Check.Client also understands that it will not receive information from Sapphire Check that falls outside of a requested search, and that it will not receive information that Sapphire Check determines—in its sole discretion—to be unrepeatable under applicable law.
- Administrative Role As To Adverse Action Correspondence. If Client elects to have Sapphire Check send out pre- and/or post-adverse action letters on its behalf, Client understands that it must notify Sapphire Check each time it wishes for a letter to go out. Sapphire Check will not send out any adverse action letters unless expressly instructed to do so. Client accepts full responsibility for the content of any adverse action letters sent by Sapphire Check, and understands that it must notify Sapphire Check if it wishes to use a particular template or if it wishes to modify the template made available through Sapphire Check. Client agrees that Sapphire Check plays no role in deciding whether an individual should incur adverse action based upon a Report. Client accepts full responsibility for any and all substantive decision-making based upon the Reports it receives from Sapphire Check. Both parties agree that Sapphire Check’s role as to the adverse action process is strictly administrative. Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgements, settlements, awards, costs, and expenses (including reasonable attorney's fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, related to Sapphire Check’s sending out of pre- and/or post-adverse action correspondence on behalf of Client.
- Administrative Role As To Initial Report Review. If Client opts to have Sapphire Check conduct an initial review of completed Reports on its behalf, Client shall supply Sapphire Check with definitive and objective instructions on how to do so. Client understands and agrees that it is solely responsible for creating and defining any such instructions. Client also agrees that Sapphire Check plays no role in deciding whether a Consumer should incur adverse action based upon a Report, and that Sapphire Check’s role is strictly administrative. Client accepts full responsibility for any and all substantive decision-making based upon a Report prepared by Sapphire Check. Client understands that Sapphire Check will not send out any notice or communications related to the adverse action process unless expressly instructed by Client to do so and pursuant to agreed-upon terms. Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgements, settlements, awards, costs, and expenses (including reasonable attorney's fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, related to Sapphire Check’s initial review of reports pursuant to Client’s instructions (as discussed in this Section).
- No Legal Advice. Client acknowledges the importance of complying with its obligations under applicable law and agrees that it will consult with legal counsel as appropriate regarding the acquisition and use of Reports.Client understands and acknowledges that Sapphire Check is not a law firm and does not provide legal advice in connection with Sapphire Check’s furnishing of Reports to Client or Client’s use of such Reports. Client understands that any communications by Sapphire Check’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 Sapphire Check. Client understands that sample forms or documents made available by Sapphire Check 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 Sapphire Check’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 Sapphire Check’s sample documents or processes in part or whole, Client agrees that such documents/processes should be considered its own (not that of Sapphire Check), and that Client has consulted with its own legal counsel to the extent necessary regarding the use of such documents/processes. Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgements, settlements, awards, costs, and expenses (including reasonable attorney's fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity,related to Client’s use of sample forms, sample documents, or processes made available by Sapphire Check.
- Responsibility for Decision-Making. Client understands and agrees that Sapphire Check does not make the decision to deny employment, deny tenancy, or take any other adverse action based on any reported findings in the Sapphire Check investigation process. This responsibility rests solely with Client. Client accepts full responsibility for any decision or adverse action made in part or whole on a Report provided by Sapphire Check.
- Warranties, Remedies, and Indemnification.
10. Fees and Invoices. Client shall be responsible for paying all costs and fees for services rendered to it, consistent with Exhibit A.Client shall be responsible for all charges incurred, including applicable court access costs, as well as charges resulting from Client’s errors in inputting data, duplicate requests, and errors in transmission.Sapphire Check may increase its fees for service at any time upon written notice.Client will be billed monthly.Invoices are 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 until the obligation is paid in full, as allowed by law.Client shall review all invoices furnished and shall
- Sapphire Check assembles information from a variety of sources, including courthouses and government agencies.Client understands that these information sources are not maintained by Sapphire Check. Therefore, Sapphire Check cannot be a guarantor that the information provided from these sources is absolutely accurate. Nevertheless, Sapphire Check 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.
- Client understands that Sapphire Check 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”. Sapphire Check 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; Sapphire Check expressly disclaims any and all such representations and warranties.
- In addition to any indemnification obligation set forth elsewhere in this Agreement, Client shall indemnify and hold harmless Sapphire Check, its affiliates, and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgements, settlements, awards, costs, and expenses (including reasonable attorney's fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity 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.
- Sapphire Check SHALL NOT BE LIABLE TO CLIENT FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT DAMAGES (INCLUDING LOST PROFITS OR SAVINGS), EVEN IF Sapphire Check WAS ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES. IN ADDITION, Sapphire Check SHALL NOT BE LIABLE TO CLIENT FOR AN AMOUNT THAT EXCEEDS THE TOTAL FEES PAID TO Sapphire CheckBY CLIENT DURING THE 12 months before SUCH LIABILITY AROSE. Both parties agree that the prices afforded to client are premised on this cap on damages.
notify Sapphire Check 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 Sapphire Check to pursue any collection of any amount due from Client under this Agreement, in addition to the principal amount due and interest,Sapphire Check shall be entitled to recover its costs of collection including, without limitation, reasonable attorney’s fees, as allowed by law.
- Term. This Agreement may be terminated by either Party for any reason whatsoever upon 30 day's prior written notice to the other Party. Not with standing the above, Sapphire Check 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, Sapphire Check 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.
- 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.
- 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.
- Address Change. Client shall notify Sapphire Check if Client changes its name or address.
- Information for “Vetting Purposes”. Client shall be expected to provide certain information to Sapphire Check regarding the nature of its business so that Sapphire Check 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. If Client has 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 Client’s name.
- General Legal Compliance. Client shall comply with all laws applicable to its ordering, receipt, or use of Reports from Sapphire Check.
- Audits. Sapphire Check 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 Sapphire Check. The scope and frequency of any audit shall be at the reasonable discretion of Sapphire Check and will be subject to requirements imposed by third-party vendors. Sapphire Check will provide reasonable notice prior to conducting any audit provided that Sapphire Check 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 Sapphire Check, including, but not limited to, immediate termination of this Agreement.
- Forum Selection and Choice of Law. New York 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 New York or the appropriate federal court in New York. Both parties agree that personal jurisdiction exists in New York.
- Validity of Agreement. The invalidity or unenforceable of any one provision of this Agreement shall not impair the validity and enforceability of the remaining provisions.
- Force Majeure. The obligation of Sapphire Check 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, labour disturbances, epidemic or failure of suppliers, public utilities or common carriers.
- 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 Sapphire Check.
- 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.
- No Waiver. The failure of either party to insist on prompt performance of their duties shall not constitute a waiver of that duty.
- Exhibits and Schedules Incorporated. All Exhibits and Schedules attached hereto are incorporated herein.
- Survival. The following provisions shall survive termination of this Agreement:4B(2)(e), 5, 6C (indemnification), 6D (indemnification), 7, 8, 9, 10, 12E, and 12H.
- 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,” which are attached as Exhibit C and D to this Agreement.
- 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.
In signing this Agreement on behalf of Client, the individual below hereby certifies that he/she has direct knowledge of the facts addressed above and that he/she is authorized to execute this Agreement on behalf of Client.