(a) "Applicable Law" means all applicable laws, rules, ordinances, codes, regulations, governmental, administrative or judicial permits, licenses, approvals, orders or decrees or other legal requirements which govern or relate to BSC or Customer's performance of any of their obligations under this Agreement, including, but not limited to, the Fair Credit Reporting Act, 15 U.S.C., 1681 et seq. ("FCRA"), the Driver's Privacy Protection Act, 18 U.S.C. § 2721 et seq. ("DPPA"), Americans with Disabilities Act, 2 U.S.C. Sec. 12101 et seq. ("ADA"), Title VII of the Civil Rights Act of 1964, 42 U.S.C. 2000e et seq., and Equal Employment Opportunity Commission (EEOC) guidelines and regulations.
(b) "Applicant" shall mean applicant, employee, consumer, volunteer, or entity that is subject of the Consumer Report;
(c) "Consumer Report" means 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 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, employment or other purpose authorized under section 604 [§ 1681b] of the FCRA.
As a consumer reporting agency as defined by the FCRA, agrees to provide Customer with background screening services, including, among other things, consumer reports and investigative consumer reports for permissible purposes under Applicable Law ("Services"). Consumer Reports may include, but are not limited to, criminal record searches, social security number verifications, address history verifications, consumer credit reports (when appropriate), motor vehicle driving records, employment history and salary verifications, educational history verifications, civil litigation searches, workman's compensation (where allowable), and, in the case of investigative consumer reports, personal and or professional references. The parties agree that this Agreement does not create any exclusive arrangement between the parties.
As part of BSC's overarching commitment to effective, direct and responsive customer service, BSC guarantees that it will not route or otherwise channel Customer's phone calls, emails or other communications to or through offshore (or domestic) call centers, trouble ticket systems, or any third party technical support service. Rather, BSC's in-house staff will directly handle all matters of customer support and client services in order to maintain the best possible user experience.
(a) In order to use BSC's web-based consumer report and screening system, SafeScreener.com, Customer shall provide BSC with all reasonable and necessary identifying information as to itself and representatives Customer designates to be authorized users of SafeScreener.com. Upon receipt of sufficient identifying information, BSC will issue Customer's designated representative a unique identifier ("User ID") and password. The User ID and password shall be provided to, and shall only be used by, the specific representative designated by Customer. Customer's representatives shall not share a User ID as each User ID is specific to a particular individual. The representatives designated in Exhibit A are authorized to use SafeScreener.com on behalf of Customer and BSC shall issue a User ID and password to the representatives designated on Exhibit A.
(b) In the event Customer wants additional representatives to obtain authorization to use SafeScreener.com after the Effective Date (each, an "Additional User"), or wants to change the settings or information pertaining to an existing user, Customer shall send BSC notice (email is sufficient) containing required information as set forth in Exhibit A (a sample request is contained in Exhibit A).
(a) Comply with Applicable Law and with all duties and obligations of users of Consumer Reports under the FCRA, including, but not limited to, providing each Applicant with any and all consents, disclosures and reports required by the FCRA or the DPPA;
(b) Verify each Applicant's identity and, at all times, assume full responsibility for such verification Prior to providing BSC with the name or any other identifying information about a particular Applicant;
(c) Use the Consumer Reports Services only for permitted purposes under the FCRA, the DPPA, and any other Applicable Law and not for any other purpose or in violation of any federal or state equal employment opportunity laws or regulations.
(d) Specifically, Customer intends to use the Consumer Reports and Services only for the following permitted purposes
(e) Prior to making any adverse employment decision about a particular Applicant based on any Consumer Report (collectively, the “Reports”), provide such Applicant (1) a description of a consumer’s rights as approved by the Federal Trade Commission and (2) copies of any Consumer Reports regarding the Applicant;
(f) Not resell any of the Consumer Reports; and,
(g) Maintain the confidentiality of any Consumer Report, User ID, password(s), and take all necessary steps to prevent the release and disclosure of such information to any third party, except as otherwise required by Applicable Law.
(a) Comply with Applicable Law in the preparation and transmission of Consumer Reports;
(b) Follow reasonable quality assurance procedures to ensure the accuracy of the information contained in a Consumer Report and maintain procedures designed to confirm, to the extent possible, that the reported public record information is complete and current;
(c) Maintain consumer report information and transaction details for a minimum of two (2) years or longer if required by Applicable Law; and
(d) Upon written request by an Applicant, inform the Applicant of the substance of the Consumer Report and of the information contained in the Consumer Report.
(a) BSC agrees to not charge Customer any set-up or initial activation fees, except in the follow situations:
i.Customer wishes to receive consumer credit reports, thereby necessitating an on-site inspection per credit bureau regulation; or
ii.Customer desires for BSC to integrate its system with another Applicant Tracking System in which programming fees may apply.
(b) BSC shall not impose any monthly minimum usage requirements on Customer and shall not charge Customer a monthly or annual subscription or membership fee.
(c) Customer agrees to pay the rates set forth in BSC’s Applicant Background Screening Service Pricing and Sample Packages or as otherwise agreed to by Customer verbally, in writing or by Customer’s actions and practices.
(d) BSC may modify the rates to account for increases in its costs due to uncontrollable circumstances including, but not limited to, changes in local, state or federal laws or regulations; imposition or increase of taxes, fees or surcharges charged by local, state, or federal governments or agencies; or, increases in amounts charged by third party data suppliers.
(e) Annually, on the anniversary date of this Agreement, BSC has the right, but not the obligation, to increase its rates by an amount equal to the percentage increase for the previous twelve-month period in the Consumer Price Index for all Urban Consumers (CPI-U), all U.S. City Averages, all Items, as published by the U.S. Department of Labor.
(f) All rate adjustments set forth above shall take effect when the adjusted amount is set forth in Customer’s invoice. Increases in charges for any other reason require the consent of Customer which may be evidenced verbally, in writing or by the actions and practices of the parties.
(g) BSC agrees to re-verify, at no cost to Customer, any disputed Consumer Report when the Applicant requests such an analysis in accordance with Applicable Law.
(h) Customer shall pay all invoices in full within thirty (30) days of the date of the invoice from BSC. Any Customer invoice balance not paid within thirty (30) days of the invoice date is subject to a late fee of one and one-half percent (1.5%) per month (i.e., 18% per year). In the event Customer elects to pay its invoices with a credit card, the payments will be processed on the invoice date.
BSC grants to Customer a non-transferable, non-exclusive limited license to use all BSC Services, including SafeScreener.com, subject to the restrictions and limitations set forth in this Agreement and in SafeScreener.com’s terms and conditions of use which are incorporated herein by reference. SafeScreener.com and the Services, including all underlying software and all copyrights, trademarks and other related intellectual property rights, are, and shall remain, the exclusive property of BSC (and/or BSC’s suppliers). Title to, ownership rights and intellectual property rights in and to SafeScreener.com, the Services and the BSC system of products and services shall remain in BSC (and/or its suppliers).
(a) Customer shall indemnify, hold harmless and defend BSC from and against any and all liabilities, penalties, fines, forfeitures, fees, demands, claims, causes of action, suits, judgments and costs and expenses incidental thereto, including reasonable attorney’ fees (collectively, “Liabilities”) resulting from or arising in connection with (i) Customer’s breach of any representation, obligation, covenant or warranty set forth in this Agreement; (ii) Customer’s violation of Applicable Law; or, (iii) the negligence or willful misconduct of Customer, its employees, agents or subcontractors.
(b) BSC shall indemnify, defend and hold Customer harmless from and against any and all Liabilities to the extent caused by (i) BSC’s violation of Applicable Law; (ii) the gross negligence, willful or reckless misconduct of BSC, its employees, agents or subcontractors; or, (iii) BSC’s breach of any representation, obligation, covenant or warranty set forth in this Agreement.
(c) Neither party shall be liable to the other for Special, Punitive, Incidental or Consequential Damages, including but not limited to lost revenues and lost profits.
(d) In no event shall BSC’s liability exceed the total amount of fees charged by BSC to Customer for the Consumer Report BSC provided that gave rise to the Liabilities; provided, however, that this limitation of liability shall not apply if BSC committed gross negligence or engaged in intentional wrongdoing in the performance of the Services.
The term of this Agreement is perpetual and shall commence on the Effective Date, but either party may terminate the Agreement for any reason upon thirty (30) days prior written notice to the other party.
BSC will exercise commercially reasonable efforts to ensure the accuracy of the information contained in Consumer Reports, including adhering to internal procedures designed to confirm that the information is complete, accurate and current, including the re-verification, at no cost to Customer, of disputed information within a Consumer Report when the Applicant requests such an analysis in accordance with Applicable Law. Notwithstanding the foregoing, BSC cannot guarantee or warrant that information contained within the Consumer Reports will always be complete or accurate since the information has been compiled from public records and third party data suppliers that BSC has no control over. BSC depends on these sources, which include but are not limited to, police officers, county court employees, state and federal government employees, for the accuracy and reliability of the information. Other information about the Applicant may not have been reported to or by the third party data suppliers or may have been reported incorrectly to or by the third party data suppliers. BSC disclaims any and all representations related to the completeness and/or accuracy of information in the Consumer Reports or otherwise provided to Customer. BSC does not assume, and Customer releases BSC from, responsibility for errors or omissions in the Consumer Reports.
(a) Choice of Law.This Agreement will be governed in accordance with the laws of the State of Illinois and the parties that all actions or proceeding arising in connection with this Agreement shall be tried and litigated exclusively in the State and Federal courts located in Cook County, Illinois. The prevailing party in any action to interpret or enforce this Agreement will be entitled to recover its attorneys’ fees and court costs.
(b) Waiver. Waiver by either party of any breach or default by the other party shall not be deemed a waiver of any future breach or default.
(c) Assignment. This Agreement may not be assigned in whole or in part by Customer without the prior written consent of BSC.
(d) Status. BSC and Customer shall perform their obligations under this Agreement as independent contractors. Nothing contained within this agreement shall be deemed to create any association, partnership, joint venture, or relationship of principle and agent between the parties.
(e) Notices. All notices relating to this Agreement must be in writing to the addresses set forth below. Notice shall be deemed given on the date delivered if delivered personally; the next business day if sent by recognized overnight courier; three (3) business days after being mailed certified first class mail, postage prepaid; or, if transmitted by email, upon confirmation (via confirmation receipt or acknowledgement from the recipient) that the email was transmitted. Either party may, by notice to the other party, change its mailing address for future notices.
(f) Entire Agreement. This Agreement sets forth the entire understanding and agreement between BSC and Customer with respect to the Services and supersedes any prior or contemporaneous oral or written agreements or representations. This Agreement may be modified only by a written amendment executed by both BSC and Customer.
(g) Severability. If a provision of this Agreement is found to be unenforceable, the other provisions shall remain in effect. If possible, the offending provision will be modified to the slightest degree necessary to make it enforceable, remaining as close as possible to the parties’ original intent for the provision. If not possible, the offending provision will be stricken.
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I. Initial User Access. Pursuant to Section 4 of the Agreement, any Customer employee(s) identified immediately below will
receive a User ID and password from BSC and will have access to SafeScreener.com, BSC's web-based consumer report
and screening system. Customer must assign each individual identified below with the desired access level.*