READ THE FOLLOWING
AGREEMENT CAREFULLY! IT CONTAINS VERY IMPORTANT INFORMATION ABOUT YOUR RIGHTS
AND OBLIGATIONS, AS WELL AS LIMITATIONS AND EXCLUSIONS THAT MAY APPLY TO YOU. BY
CLICKING ON THE - ACCEPT - OR SIMILAR ICON BUTTON, YOU ARE CONSENTING TO BE BOUND
BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF
THE TERMS OF THIS AGREEMENT, CLICK THE - DO NOT ACCEPT - OR SIMILAR ICON BUTTON.
IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT PURCHASE OR USE THE PLATFORM
OR OUR SERVICES.
1. SERVICES
A. CSSI provides access to data from public record
information and other information sources (INFORMATION SERVICES) to CUSTOMER.
B. CUSTOMER acknowledges, agrees and understands that CSSI does not
assemble, evaluate, assess or express any opinion on the INFORMATION SERVICES.
C. CSSI will use its
best commercially reasonable efforts to provide the INFORMATION SERVICES in a
professional and workmanlike manner consistent with industry standards and
applicable laws and regulations. However, because the provision of the
INFORMATION SERVICES involves the use by CSSI of third-party providers and
resources, as well as of the Internet and third-party technology providers,
CSSI cannot be responsible for problems arising from such sources.
Additionally, the factual information included in public records is derived
from third-party court, agency, governmental and other records, and while CSSI
will use reasonable efforts in the sourcing of such information, it cannot and
does not guarantee the accuracy or completeness of such information.
D. CUSTOMER
agrees and certifies that CUSTOMER will be the sole end user of all INFORMATION
SERVICES. CUSTOMER may only use the
INFORMATION SERVICES, for its own internal business purposes, and may not
disseminate, recompile, or otherwise use the INFORMATION SERVICES for any
prohibited purpose.
2. COMPLIANCE WITH APPLICABLE LAW
A. CUSTOMER,
in ordering and using the INFORMATION SERVICES for, understands and agrees to
comply with all applicable obligations under:
i. Federal laws, including but by no means not limited to,
the Fair Credit Reporting Act ( FCRA ), Title VII of the Civil Rights Act
( Title VII ), the Age Discrimination in Employment Act ( ADEA ) the Americans
With Disabilities Act ( ADA ), and the Drivers Privacy Protection Act ( DPPA);
ii. Any
and all applicable state or local laws, including, but by no means limited to
any legal requirements for the notifications, releases, forms, certificates or
documents required by any state or locality;
iii. Any
and all amendments to statutory rules, codes and regulations as well as any
case law interpreting such statutes, rules, codes and regulations ((i), (ii),
and (iii) collectively referenced herein as The LAWS ). Customer will comply
with all such obligations, and will be responsible for its own regulatory
compliance and staying current with all The Laws.
B. CUSTOMER
shall not hold CSSI responsible for any information or opinions regarding the
Laws. CSSI disclaims any information it
may give to CUSTOMER regarding the LAWS, and CUSTOMER shall access and use the
INFORMATION SERVICES at its own risk. Any information, data or INFORMATION SERVICES provided by CSSI does not
replace or waive CUSTOMER s compliance obligations under The LAWS or this
Agreement. CUSTOMER acknowledges, understands and agrees that it should obtain
such legal or compliance information or any other advice regarding The LAWS
from its own counsel.
C. CUSTOMER
specifically hereby certifies that for this, and for any and all subsequent
use, order, retrieval, or access to the INFORMATION SERVICES continues to
certify, that it has obtained and/or filed all applicable state and local forms
required by The Laws and complies with The Laws, and will only use the
INFORMATION SERVICES in compliance with The Laws and this Agreement.
D. As applicable, prior to using, ordering, retrieving
or accessing the INFORMATION SERVICES, CUSTOMER verifies that it has given a clear and
conspicuous disclosure to the Consumer, in a document that consists solely of
the disclosure, that Customer is obtaining a Consumer Report on the Consumer
for employment purposes; and that the Consumer has authorized Customer in
writing to obtain the Consumer Report for such purposes.
3. CONSUMER REPORTS
A. Definitions. For
the purposes of this Agreement, the following terms are defined:
i. Consumer is a person that is identifiable by
a unique first name, middle name, last name, date of birth and Social Security
number and such other unique details (if any).
ii. Consumer
Report is any written, oral or other communication of any information by a
consumer reporting agency bearing on a consumer s credit worthiness, credit
standing, credit capacity, character, general reputation, personal
characteristics, or mode of living which is used or may be used, is expected to
be used or collected in whole or in part for the purpose of serving as a factor
in establishing the consumer s eligibility for credit, or insurance to be used
primarily for personal, family or household purposes, employment purposes, or
any other purpose authorized by law and specifically by 15 USC Section 1681(b)
of the United States Code.
B. Prior
to using, accessing retrieving or ordering INFORMATION SERVICES, CUSTOMER
verifies that it has given a clear and conspicuous disclosure to the Consumer,
in a document that consists solely of the disclosure, that Customer is
obtaining a Consumer Report on the Consumer for employment purposes, or other
specifically identified and legally permissible purposes; and that the Consumer
has authorized Customer in writing to obtain the Consumer Report for such
purposes
C. Prior
to taking any adverse action based in whole or in part on such Consumer Report,
CUSTOMER will provide the Consumer with a copy of the Consumer Report, and a
description in writing of the rights of the Consumer under the FCRA in the form
published by the Federal Trade Commission.
D. CUSTOMER
will not use any Consumer Report in violation any federal, state or local equal
opportunity law or regulation; order any worker s compensation information on a
Consumer unless CUSTOMER has made a conditional offer of employment to the
Consumer; or use such information in violation of the FCRA, ADA, TITLE VII, ADEA,
DPPA or any applicable federal, state or local law, or any of The LAWS.
Customer will retain the any Consumer authorizations for at least two (2)
years, and will make available copies or originals of any or all such
authorizations as may be requested from time to time by CSSI.
E. If
INFORMATION SERVICES include motor vehicle information ( MVRs ), CUSTOMER shall
be responsible for understanding and for staying current with all specific
state forms, certificates of use or other documents or agreements including any
changes, supplements or amendments thereto imposed by the states (collectively
referred to as Specific State Forms ) from which it will order MVRs.
F. CUSTOMER
will verify the identities of the subjects of all INFORMATION SERVICES, obtain
the permission of each Consumer when required under applicable federal, state
or local laws in the form required under such laws, and provide all notices and
disclosures required under such laws; and permit CSSI to audit CUSTOMER s
procedures related to this Agreement.
4. SECURITY
A. CUSTOMER
may be issued certain passwords by CSSI in connection with the INFORMATION
SERVICES and shall be responsible for maintaining their confidentiality and security,
and for all activities conducted under CUSTOMER s account, including all fees
associated therewith.
B. CUSTOMER
agrees to use the software, networks and hardware provided by CSSI only in
accordance with the terms of this Agreement. CUSTOMER additionally agrees to
prohibit its employees and agents from interfering with or disrupting the use
of any such systems or the INFORMATION SERVICES.
C. CUSTOMER
agrees to shred and/or destroy all hard copy INFORMATION SERVICES received from
CSSI when they are no longer legitimately and reasonably needed and to erase
and overwrite or scramble electronic files containing consumer information when
applicable law and regulations permit destruction. Except as otherwise legally required
INFORMATION SERVICES received from CSSI may only be kept for sixty (60) days.
5. CONFIDENTIAL
INFORMATION
A. Each of the parties hereby acknowledges
that in the course of performing its obligations hereunder, the other party may
disclose to it certain information and know- how of a technical, financial,
operational or other sort, which the disclosing party has identified as such or
which a reasonable person would believe to be the same, that is non-public and
otherwise confidential or proprietary to the disclosing party ( Confidential Information ).
Each party acknowledges that any Confidential Information disclosed to it is of
considerable commercial value and that the disclosing party would likely be
economically or otherwise disadvantaged or harmed by the direct or indirect
disclosure thereof, except as specifically authorized by the disclosing party.
Each party therefore agrees to keep in strict confidence and trust all such
Confidential Information that may from time to time be disclosed to it, and
agrees not to disclose such information to any third party for any purpose
other than those permitted herein without the prior written consent of the
other. Each party agrees that because of the extraordinary nature of such
information, the disclosing party may not have an adequate remedy at law in the
event of the non-disclosing party s breach or threatened breach of its
non-disclosure obligations, and that the disclosing party may suffer
irreparable injury and as a result of any such breach. Accordingly, in the
event either party breaches or threatens to breach the obligations of
confidentiality set forth in this paragraph, in addition to and not in lieu of
any legal or other remedies, the non-breaching party may pursue hereunder or
under applicable law, each party hereby shall have the right to seek equitable
relief (including the issuance of a temporary restraining order, preliminary
injunction or permanent injunction) from a court of competent jurisdiction
prohibiting any such breach or
threatened breach. The provisions of this paragraph shall not apply to any
information identified as confidential if and to the extent it was (i)
independently developed by the receiving party as evidenced by documentation in
such party s possession, (ii) lawfully received by it free of restrictions from
another source having the right to furnish the same, (iii) generally known or
available to the public without breach of this Agreement, or (iv) known to the
receiving party free of restriction at the time of such disclosure as evidence
by documentation in such party s possession.
B. CUSTOMER specifically agrees with
respect to the INFORMATION SERVICES, it will not, either directly or
indirectly, itself or through any agent or third party, compile, store,
maintain or use to build its own database, or otherwise reproduce the
INFORMATION SERVICES, except as permitted by this Agreement and by law.
C. CUSTOMER acknowledges that it must
exercise reasonable measures to protect the privacy of the information and data
obtained with respect to the INFORMATION SERVICES. Therefore, CUSTOMER agrees:
i. to enact reasonable procedures to protect its account with CSSI and any
password associated with the account so that only key personnel know this
information.
ii. to change the password to any account
with CSSI if a person who knows the password leaves the company and/or no
longer needs access to the account because of a change in duties.
iii. to restrict the ability to access the
INFORMATION SERVICES to a few key personnel.
6. FORCE MAJEURE
If, by reason of
failures of telecommunications or internet service providers, labor disputes,
riots, inability to obtain labor or materials, earthquake, fire, hurricane or
other natural disaster, or other action of the elements, accidents,
governmental restrictions or other causes beyond the control of CSSI, CSSI is
unable to perform in whole or in part its obligations as set forth in this
Agreement, then CSSI shall be relieved of those obligations to the extent it is
so unable to perform and such inability to perform shall not make CSSI liable
to the Customer or other third parties.
7. DISCLAIMER OF WARRANTIES
CUSTOMER ACCEPTS
THE INFORMATION SERVICES "AS IS" AND "WITH ALL FAULTS, DEFECTS
AND ERRORS." CSSI WILL NOT HAVE ANY
LIABILITY FOR ANY ERROR OR OMISSION IN THE INFORMATION SERVICES OR DATA
CONTAINED THEREIN AND MAKES NO WARRANTY, EXPRESS OR IMPLIED, ARISING BY LAW
OR OTHERWISE, REGARDING ANY OF SUCH ITEMS, THEIR PERFORMANCE OR SUITABILITY FOR
YOUR INTENDED USE, INCLUDING, WITHOUT LIMITATION, NO IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
8. INDEMNIFICATION AND LIMITATION OF
LIABILITY
A. CUSTOMER agrees, whether or not this
Agreement has terminated or expired, to assume liability for, and CUSTOMER
agrees to defend, indemnify and hold harmless CSSI, its employees, agents and
representatives, from and against any and all liabilities, obligations, losses,
damages, penalties, fines, punitive damages, amounts in controversy, amounts in
settlement, claims, actions, proceedings, suits, judgments, costs, interest,
expenses, including reasonable attorney s fees, of any nature whatsoever
arising under any theory of legal liability imposed on or asserted against
CSSI, its employees, agents, or representatives, in any way related to, resulting
from, based upon or arising out of the services performed pursuant to this
Agreement or the INFORMATION SERVICES provided, or the use and/or dissemination
of the INFORMATION SERVICES.
B. CUSTOMER shall assert no claims and
waives liability against CSSI for any and all claims relating to the
INFORMATION SERVICES provided by CSSI, including, but by no means limited to,
any inaccurate, incomplete or false information included in the INFORMATION
SERVICES.
C. CUSTOMER acknowledges that its failure
to comply with its obligations under this Agreement could result in CSSI losing
its access to its sources of data and information used to compile the
INFORMATION SERVICES, and in such cases CSSI reserves any and all rights to
seek and recover any resulting damages directly from CUSTOMER.
D. CSSI WILL NOT BE LIABLE TO CUSTOMER FOR
DAMAGES AND CUSTOMER RELEASES CSSI FROM ANY LIABILITY FOR DAMAGES ARISING UNDER
ANY THEORY OF LIABILITY TO THE FULLEST EXTENT THAT CLIENT MAY LEGALLY AGREE TO
RELEASE CSSI FROM LIABILITY FOR SUCH DAMAGES. IN THE EVENT CSSI IS LIABLE CUSTOMER FOR ANY MATTER RELATING TO OR
ARISING UNDER THIS AGREEMENT OR OTHERWISE, WHETHER ARISING IN CONTRACT, TORT,
EQUITY, STATUTORY OR STRICT LIABILITY, CUSTOMER WILL NOT BE ENTITLED TO RECOVER
FROM CSSI ANY AMOUNTS FOR PUNITIVE DAMAGES, INDIRECT OR CONSEQUENTIAL DAMAGES,
INCLUDING LOST PROFITS, LOST INCOME, OR LOST SAVINGS.
E. The parties acknowledge that CSSI has
set its prices and entered into this Agreement in reliance upon the limitations
of liability and the disclaimers of warranties and damages set forth herein,
and that the same form an essential basis of the bargain between the parties.
The parties agree that the limitations and exclusions of liability and
disclaimers and indemnity obligations specified in this Agreement will survive
the termination of this Agreement for any reason.
9. PRICING AND PAYMENT
CUSTOMER agrees to pay all
bills for the INFORMATION SERVICES according to the rate schedule in effect at
the time such services are rendered. If
payment is not made at the time the INFORMATION SERVICES are provided, CUSTOMER
agrees to pay all invoices and bills within thirty days from the date of the
invoice and a one and one half percent (1 1/2%) per month late charge for
payments made past that date. In the event of nonpayment after 90 days,
CUSTOMER agrees to pay the balance of all bills immediately. In the event that
legal action is necessary to obtain the payment of any monetary obligations to
CSSI, CUSTOMER shall be liable to CSSI for all costs and reasonable attorneys
fees incurred by CSSI in collection of such obligations.
10. TERMINATION OF SERVICES
With just cause,
such as violation of the terms of the this Agreement a legal requirement, or a material
change in existing legal requirements that adversely affects this Agreement
CSSI may, upon its election, discontinue serving the CUSTOMER and cancel this
Agreement immediately. The provisions of
Sections 5, 7, 8, and 11(A) will survive the termination of this Agreement and
the termination of services for any reason.
11. MISCELLANEOUS
A. This
Agreement shall be construed in accordance with the laws of the State of
Florida, without reference to the conflict of law provisions thereof. Venue for
any action seeking relief under this Agreement shall be in Seminole County,
Florida Each of the parties hereby irrevocably submits to the jurisdiction of
the courts of the Eighteenth Judicial Circuit in and for Seminole County,
Florida or the United States District Court for the Middle District of Florida.
B. The
parties to this Agreement are and shall remain independent contractors, and
nothing herein shall be construed to create a partnership or joint venture
between them and neither shall have the power or authority to bind or obligate
the other in any manner not expressly set forth herein.
C. If
any provision or provisions of this Agreement shall be held to be invalid,
illegal or unenforceable, the validity, legality, and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby. No
term hereof shall be deemed waived and no breach excused unless such waiver or
consent shall be in writing and signed by the party claimed to have waived or
consented. Any consent by any party to, or waiver of, a breach by the other,
whether express or implied, shall not constitute consent to, waiver of, or
excuse for any other different or subsequent breach. Except as otherwise
expressly provided in this Agreement, there are no third party beneficiaries to
this Agreement.
D. CUSTOMER
agrees that CSSI may during the term hereof and for a reasonable period
thereafter may on reasonable notice to Customer audit Customer s compliance
herewith. Any such audit shall be at CSSI S Sole cost and expense and be
conducted in a manner that will not unreasonably interfere with CUSTOMER s
normal business operations.
E. CUSTOMER will comply with procedures and guidelines
established by CSSI for the use of INFORMATION SERVICES. CSSI has the right to require evidence of
CUSTOMER's compliance with applicable laws and any CSSI procedure.
F. The parties agree that there are no third party
beneficiaries to this Agreement.