IMPORTANT: BUSINESS REPORTS REQUESTED UNDER THIS AGREEMENT MUST NOT BE USED BY END-USER TO DETERMINE AN INDIVIDUAL’S ELIGIBILITY FOR ANYTHING, INCLUDING EMPLOYMENT, CREDIT, INSURANCE. IF END-USER SEEKS A REPORT FOR ANY OF THOSE PURPOSES, END-USER MUST ENTER INTO A DIFFERENT AGREEMENT AND REQUEST A DIFFERENT TYPE OF REPORT. NO EXCEPTIONS.
THIS END-USER AGREEMENT (this “Agreement”) is made and entered into by (including its parent, subsidiaries, predecessors, successors, affiliates, directors, officers, fiduciaries, insurers, branch offices, employees and agents) (collectively, “End-User”) and Corporate Screening & Investigations, Inc. (“CSI”). This Agreement shall be effective on the date of End-User's signature below (the “Effective Date”).
CSI strives to deliver accurate and timely information products to assist your company in making intelligent decisions, consistent with applicable law. To this end, CSI assembles information from a variety of sources, including various databases, public court records, other information repositories and third party researchers. Please understand that these information sources and resources are not maintained by CSI. As a result, CSI cannot be a guarantor that the information provided from these sources is absolutely accurate or current. Nevertheless, CSI has in place procedures designed to respond promptly to claims of incorrect or inaccurate information. Likewise, End-User certifies that it also has in place reasonable procedures designed to comply with all applicable state and federal laws. End-User certifies that it will retain any information it receives from CSI for a period of five (5) years from the date the report was run.
End-User’s Certification of Purpose of Business Report
This Agreement covers business reporting services only. End-User hereby certifies that all orders for information products from CSI under this Agreement shall be made for business purposes only, and not for purposes of entering into or considering entering into any consumer transaction. End-User certifies that any order under this Agreement that includes a request for information about an individual will be used for business purposes only, and that such information (a) will not be used for determining any individual’s eligibility for credit or insurance that would be used primarily for personal, family, or household purposes, for determining the capacity of an individual to guarantee or back any commercial loan or other commercial transaction, for employment purposes, or for any type of consumer transaction; and (b) will be sought only after obtaining consent from such individual that the report is being obtained under circumstances in which End-User has a legitimate business need for the information in connection with the contemplated or proposed business transaction and that such individual has provided written instructions to End-User to obtain the requested information.
End-User certifies that if it intends to seek any information for any non-business purpose, End-User will not submit any such request under this Agreement.
End-User’s Certification of Legal Compliance
End-User hereby certifies to CSI that the information products it receives under this Agreement will not be used in violation of any applicable federal or state laws or regulations. End-User accepts full responsibility for using the information products it receives from CSI in a legally acceptable fashion and for the consequences of use and/or dissemination of those information products. As part of this commitment, End-User agrees to put into place reasonable policies and/or procedures to
ensure the fair and equitable use of such information and to secure to the extent possible the confidentiality of any information about any individual. End-User agrees to take precautionary measures to protect the security and dissemination of information about any individual, including but not limited to safeguarding access to such information by restricting access to terminal devices used to obtain such information, utilizing passwords to restrict access to such terminal devices, and securing access to, dissemination and destruction of hard copy reports.
End-User agrees not to resell, sub-license, deliver, display or otherwise distribute to any third party any of the information products addressed herein, except as required by law. End-User may not assign or transfer this Agreement without the prior written consent of CSI. End-User agrees that any information retrieved or obtained by CSI pursuant to this Agreement may be shared by CSI with its sister company, Corporate Screening Services, Inc. (“CSS”), and agrees that CSI may, if appropriate, use assistance or services from CSS in connection with providing any of the services related to this Agreement.
If any of the provisions of this Agreement become invalid, illegal, or unenforceable in any respect under any law, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. This Agreement shall be interpreted in accordance with the laws of the state of Ohio. Any written notice by End-User to CSI shall be delivered personally by messenger, private mail courier service, or sent by registered or certified mail, return receipt requested, postage prepaid to CSI at 16530 Commerce Court, Cleveland, Ohio 44130-6305. This Agreement shall be construed as if it were jointly prepared. End-User agrees that this Agreement and all incorporations constitute all conditions of service, present and future. Changes to these conditions may be made only by mutual written consent of an authorized representative of a customer and an officer of CSI. The headings of each section shall have no effect upon the construction or interpretation of any part of this Agreement. The terms and conditions set forth in this paragraph (including, for example, any obligation undertaken by any party during the course of this Agreement) shall survive any termination or expiration of this Agreement.
End-User agrees that it will maintain strict security procedures and controls to assure that its personnel are not able to use End-User’s Internet access to obtain reports for improper, illegal, or unauthorized purposes. End-User agrees to allow CSI to audit records related to this Agreement or the parties’ related obligations at any time, upon reasonable notice given. Violations discovered by CSI may result in immediate termination of the account, legal action, and/or referral to federal or state regulatory agencies.
End-User understands and agrees that CSI will maintain a hardcopy or electronic copy of any business report ordered by End-User for at least five (5) years which will only be used by the End-User for archived purposes. End-User understands that CSI will purge its records of hardcopy and electronic copy of any business reports ordered by the End-User after five (5) years and the reports will become permanently inaccessible by CSI.
Fees and Payment
End-User agrees to pay fees and other charges for CSI’s business reporting services, and that such fees and charges shall be nonrefundable. Payment must be made upon receipt of the billing invoice. At CSI’s option, payments not received thirty (30) days after the date of the invoice will cause the account to be placed on temporary interruption, with no additional requests being processed until the balance due is paid in full or arrangements have been made with CSI’s Accounts Payable Department. Accounts with invoices unpaid for sixty (60) days or more will be assessed an interest charge of 1.5 % per month, not to exceed the legal limit. End-User further agrees to pay any and all costs and expenditures related thereto, unless arrangements have been made with CSI’s Accounts Payable Department. If the account goes to collection, End-User agrees to pay all collection expenses, including attorneys’ fees and court costs. End-User hereby authorizes CSI to charge, without prior notice, any credit card of End-User for all or any portion of any payment due CSI from End-User.
Warranties and Remedies
End-User understands that CSI obtains the information reported in its information products from various third party sources “AS IS,” and therefore is providing the information to End-User “AS IS.” CSI makes no representation or warranty whatsoever, express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, any implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, validity, or completeness of any information products and/or business reports, and any implied warranties that the information products will meet End-User’s needs or will be provided on an uninterrupted basis; CSI expressly disclaims any and all such representations and warranties. CSI will not be liable for any indirect, incidental, consequential, or special damages for loss of profits, whether incurred as a result of negligence or otherwise, even if CSI has been advised of the possibility of such damages. End-User understands that CSI’s data is collected from and processed by sources which may be fallible, and that the compensation granted for said services is not a guarantee of accuracy. As such, End-User agrees to indemnify and hold harmless CSI, CSS, and their successors and assigns, and all such entites’ officers, directors, employees, agents and suppliers, from any and all claims, actions or liabilities arising from or with respect to information products provided by CSI, any failure by End-User to comply with any term in this Agreement, or any failure by End-User to comply with any applicable law.
Notwithstanding the foregoing, CSI shall only be responsible for actual damages to the extent of and maximum amount stated herein for third party claims directly resulting from CSI’s sole negligence in assembling the business report. CSI’s maximum aggregate liability for damages in connection with business reports shall not exceed an amount equal to the price paid by End-User to CSI for the business report at issue.
End-User shall indemnify, defend and hold harmless CSI, CSS, and their respective officers, directors, employees and agents from and against any and all claims, suits, proceedings, damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought or suffered by any third party arising or resulting from, or otherwise in connection with, any breach by End-User of any of its representations, warranties or agreements in this Agreement or its negligence or willful misconduct.
CSI cannot guarantee End-User’s compliance with all applicable laws in its use of reported information, and makes no effort to provide compliance related services in connection with its furnishing of reports. End-User understands that any conversation or communications with CSI’s representatives regarding searches, verifications, sample forms, or other services offered by CSI or compliance documents provided to End-User by CSI are not to be considered legal advice or counsel. End-User agrees that it will consult with its own legal or other counsel regarding the use of all information provided, including but not limited to, the legality of obtaining, using and relying on reported information.
The terms and conditions set forth in the paragraphs in this “Warranties and Remedies” section shall survive any termination or expiration of this Agreement.
Term and Termination
The term of this Agreement shall begin on the date it is executed by End-User and will continue for a period of one (1) year from that date, unless earlier terminated in writing. This Agreement will renew automatically for successive one (1) year periods unless either CSI or End-User gives written notice to the other party of its intent to terminate this Agreement. Such notice of intent to terminate must be given no less than thirty (30) days prior to the proposed termination date. CSI may terminate or revise the provisions of this Agreement immediately upon written notice if End-User is the debtor in a bankruptcy action or in an assignment for the benefit of creditors or in any other position of financial distress, or if End-User undergoes a change in ownership.
End-User agrees that CSI is not responsible for any events or circumstances beyond its control (e.g., including but not limited to war, riots, embargoes, strikes and/or Acts of God) that prevent CSI from meeting its obligations under this Agreement.
Any dispute between End-User and either CSI or CSS, which relates, directly or indirectly, to any background check, to any services performed or offered by CSI or CSS, or to this Agreement shall be resolved solely through final and binding arbitration, conducted before a single arbitrator who shall be an attorney, under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), which can be found at www.adr.org or (800) 778-7879. End-User and CSI waive the right to file any such claim in court, and each waives any right for such claim to be decided by a judge or jury. End-User and CSI agree that any claim may be brought solely in an individual capacity. End-User and CSI each agree not to bring or participate in (and the arbitrator shall have no authority to hear) any class, collective, aggregate, or representative action. End-User and CSI agree that this agreement is entered into as part of interstate commerce and is governed by the Federal Arbitration Act. Arbitration proceedings shall be confidential, except that any award may be enforced by judicial action. The arbitration shall be conducted in Cuyahoga County, Ohio. The arbitrator shall issue a written award and opinion. The arbitrator shall rule on any pre-hearing dispositive motions filed by any party. Notwithstanding the above, the following types of actions may be pursued outside of arbitration: actions for temporary injunctive relief, actions seeking collection of fees for services provided by CSI, government actions or investigations, and third party claims not initiated by CSI or End-User (e.g., if CSI or End-User is a named defendant in a lawsuit brought by a non-party to this Agreement and wishes to bring End-User or CSI into the existing lawsuit as a third party). The parties shall split the arbitrator’s fees and AAA fees. Each party shall be responsible for its own attorneys’ fees, unless the arbitrator rules otherwise.
End-User agrees to all of the terms above. CSI has offered this Agreement and End-User has accepted it, thereby forming a valid and binding contract without the need for CSI to sign it. End-User agrees not to request or use any business report, as contemplated under this Agreement, to determine any individual’s eligibility for anything, including employment, credit, or insurance. Any business report shall be for other purposes only.