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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.
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.
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.
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.