WHEREAS, SecureSearch desires to sell such Background Reports to Customer.

1. Customer agrees to do the following:
   1. Keep all Background Reports, whether oral or written, strictly confidential and restrict the use of the information in the Background Reports by Customer and its authorized personnel to employment, placement and volunteer recruitment purposes. No information from Background Reports will be given or resold to any other “person” or “user”. Subject to Section 3(b), if the Consumer, or his or her representative, requests Background Report information, that person may be referred to SecureSearch for disclosure under the FCRA or other applicable laws.
   2. Hold SecureSearch and its affiliated companies, and the officers, agents, employees, and independent contractors of SecureSearch and its affiliates harmless on account of any expense or damage resulting from the procurement, use or publication by Customer, or the employees or agents of the Customer, of Background Report information contrary to the terms of this Agreement or contrary to state/federal law or regulation.
   3. Recognizing that information in Background Reports is secured from and processed by fallible sources (human and otherwise) and that for the fee charged, SecureSearch cannot be either an insurer or a guarantor of the accuracy of the information reported; Customer releases SecureSearch and its Affiliates and the officers, agents, employees, and independent contractors of SecureSearch and its Affiliates from liability for any negligence of third party furnishers of information in connection with erroneous information provided by such third parties.
   4. Customer shall be responsible for all charges incurred, including applicable fees as well as charges resulting from Customer’s errors in inputting data, duplicate requests, and errors in transmission. Ten (10) days written notice is required to add or remove names from Continuous Monitoring services as service is billed monthly. Invoices are due and payable upon receipt and considered past due after twenty (20) days of date of invoice, and unpaid balances thereafter carry a $25 late fee and one percent (1%) compounded monthly interest. Customer shall review all invoices furnished and shall notify SecureSearch of any discrepancies within fifteen (15) days of receipt of the invoice. The fees for Background Reports exclude out of pocket expenses such as registry fees, school transcripts, court fees, state fees, and 900# fees to verify employment or education and fees for the Services exclude any applicable taxes. SecureSearch may charge a $2.00 fee per applicant for requests submitted manually, i.e. by facsimile or mail.
      SecureSearch reserves the right to revisit any Background Report fee if:
      1. Regulatory changes result in an increase of the charges for services; or
      2. SecureSearch’s average disbursement fees/out of pocket expenses should increase by more than ten percent (10%).
   5. Customer shall comply with the Vermont Fair Credit Reporting Act, 9 V.S.A. § 2480e, by securing the written consent of the Consumer prior to ordering a consumer report on a Vermont resident.
   6. If Customer purchases motor vehicle records (“MVRs”) from SecureSearch, Customer agrees to the following:
      1. Comply with the federal Driver’s Privacy Protection Act and similar state statutes.
      2. Customer shall not retain or store any SecureSearch provided MVR results, or portions of information contained therein, in any database or combine such information with data in any other database, provided that, Customer may keep a copy of a Consumer’s MVR in the Consumer’s personnel file.
      3. As requested by SecureSearch, Customer shall complete any state forms that SecureSearch is legally or contractually bound to obtain from Customer before serving Customer with state MVRs.
      4. With regard to SecureSearch provided MVRs originating from the states of New Hampshire, Pennsylvania, Washington, and West Virginia, Customer shall not disseminate or publish personal information contained in such MVRs via the Internet.
      5. Customer shall not publish Virginia MVRs or any information derived from Virginia MVRs via e-mail. However, Customer may disseminate Virginia MVRs via the Internet through use of a secure Internet connection.
      6. If Customer orders an MVR from the state of Alaska for any purpose, Customer shall obtain the written authorization of the Consumer before ordering such MVR.
      7. If Customer orders any driver records originating from the State of South Carolina, Customer acknowledges, that the person identified in the driver records received from South Carolina are third party beneficiaries to SecureSearch’s Information Release Agreement with the South Carolina Department of Public Safety, Division of Motor Vehicles.
      8. Prior to requesting any MVR from the State of Washington, Customer agrees (i) to obtain from the Consumer a written statement authorizing the release of the MVR and (ii) execute an attestation that the information in the MVR is necessary to determine whether the individual should be employed to operate a school bus or commercial vehicle upon public highways. SecureSearch will provide a copy of the required release and attestation to the Customer. Customer agrees to retain each release and attestation for a period of not less than two (2) years.
      9. If Customer orders an MVR from the State of Virginia, Customer must retain the Consumer’s authorization for at least five (5) years after the date the MVR was requested.
      10. With regard to MVR data originating from the state of West Virginia, Customer shall indemnify the state of West Virginia from any wrongful use of the MVR data.
   7. Customer acknowledges that SecureSearch has provided the “Notice to Users of Consumer Reports”, attached hereto as Attachment A, which informs users of consumer reports of their legal obligations under the FCRA.
   8. Notify SecureSearch if Customer changes its name or address.
2. Customer certifies that:
   1. It shall order Consumer Reports for employment and volunteer recruitment purposes only. In compliance with the FCRA, prior to ordering a report, Customer shall make a clear and conspicuous disclosure in writing to the Consumer in a document that consists solely of the disclosure that a Consumer Report may be procured for employment or volunteer recruitment purposes. If the Consumer is a resident of the State of California, the disclosure shall also include the name, address and telephone number of the investigative consumer reporting agency conducting the investigation, the nature and scope of the investigation requested, and a summary of the provisions of §1786.22 of the California Code. Further, the Customer shall have the consumer authorize in writing the procurement of all Consumer Reports. Customer shall not use information contained in a Consumer Report in violation of any applicable federal or state equal employment opportunity law or regulation. The federal Fair Credit Reporting Act imposes criminal penalties – including a fine, up to two years in prison, or both – against anyone who knowingly and willfully obtains information on a consumer from a consumer reporting agency under false pretenses, and other penalties for anyone who obtains such consumer information without a permissible purpose.
   2. If Customer chooses to take any adverse action based in whole or in part on the Consumer Report, before taking such adverse action, Customer shall provide the Consumer with a copy of the Consumer Report; and, a description in writing of the rights of consumers under the FCRA, as prescribed by the Federal Trade Commission under 15 U.S.C. §1681g(c)(3).
   3. With regard to Investigative Consumer Reports, as defined in 15 U.S.C. §1681a(e), it will clearly and accurately disclose to the Consumer that an Investigative Consumer Report including information as to his character, general reputation, personal characteristics, and mode of living, whichever are applicable, may be made. The disclosure will be made in writing and mailed or otherwise delivered to the Consumer not later than three (3) days after the date on which the report was first requested and will include 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. Upon receipt of such request, Customer shall disclose in a writing the nature and scope of the investigation, which shall be complete and accurate. The disclosure must 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 Customer first requested the report, whichever is the later. Customer shall also comply with the adverse action requirement in subsection b, if applicable.
   4. Customer shall indemnify, defend, and hold harmless SecureSearch and its officers, directors, employees, successors, and assignees from any and all losses, liabilities damages and claims and all related costs and expenses including reasonable attorney fees, arising from or in connection with any negligence or breach of this Agreement by Client. SecureSearch shall not be liable to Customer or any third party for any alleged or actual losses resulting from any acts or omissions by Client or by a third party who provided information to SecureSearch in the exercise of its ordinary business practice. Customer is solely responsible for ensuring that all searches requested by Customer (and to be conducted by SecureSearch) are requested by Customer with appropriate authorization and for lawful and permissible purposes, pursuant to the Fair Credit Reporting Act, Fair Housing Act and any other applicable state or federal laws.
3. Customer Security Obligations:
   Customer agrees to do the following in order to preserve the security of the Services being provided pursuant to this Agreement:
   1. Misuse of Services or Information. Customer agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of SecureSearch’s Services through any methods, including unauthorized access through or to Customer’s user identification numbers or passwords (“Account ID’s”), if provided. Such misuse or unauthorized access shall include any disclosure, release, viewing, or other unauthorized access to information such as social security numbers, driver’s license numbers, or dates of birth. Customer agrees that SecureSearch may temporarily suspend Customer’s access for up to ten (10) business days pending an investigation of Customers use or access. Customer agrees to cooperate fully with any and all investigations. If any misuse or unauthorized access is found, SecureSearch may immediately terminate this Agreement without notice or liability of any kind.
   2. Customer Account Maintenance. Customer is responsible for the administration and control of Account ID’s by its employees and third parties, and shall identify a security administrator to coordinate with SecureSearch. Customer shall manage all Account ID’s, and notify SecureSearch promptly if any Account ID becomes inactive or invalid. Customer shall follow the policies and procedures of SecureSearch with respect to account maintenance as same may be communicated to Customer from time to time.
   3. Security Event. In the event that Customer learns or has reason to believe that SecureSearch data has been disclosed or accessed by an unauthorized party, Customer will immediately give notice of such event to SecureSearch. Furthermore, in the event that Customer has access to or acquires individually identifiable information (e.g., social security numbers, driver’s license numbers or dates of birth) in relation to the Agreement, the following shall apply: Customer acknowledges that upon unauthorized acquisition of such individually identifiable information (a "Security Event"), Customer shall, in compliance with law, notify the individuals whose information was disclosed that a Security Event has occurred. Also, Customer shall be responsible for any other legal obligations which may arise under applicable law in connection with such a Security Event.
4. In providing Background Reports, SecureSearch agrees to do the following:
   1. Comply with all laws applicable to the making of Background Reports for employment and volunteer recruitment purposes, including the FCRA.
   2. Follow reasonable procedures to assure maximum possible accuracy of the information reported, subject to Paragraph 1(c) above, and reinvestigate if requested by the Customer without further charge if the information was incorrect.
   3. Disclose, upon request from the consumer who is the subject of the Background Report (the “Consumer”), the information reported, reinvestigate any information disputed by the Consumer at no charge to the Customer and take any necessary corrective action with the Consumer and the Customer.
5. Miscellaneous:
   1. This Agreement shall be effective as of the date it is executed on behalf of Customer by an authorized representative of Customer and shall be at will and may be cancelled at any time. There are no recurring fees.
   2. Each party (and its employees) 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.
   3. SecureSearch shall have the right to conduct periodic audits of Customer’s compliance with this Agreement and applicable law. In addition, certain third-party vendors, such as departments of motor vehicles and credit bureaus, require the right to audit Customer either directly or through SecureSearch. The scope and frequency of any audit shall be at the reasonable discretion of SecureSearch but will be subject to requirements imposed by third party vendors.
      SecureSearch will provide reasonable notice prior to conducting any audit provided that SecureSearch 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 SecureSearch, including, but not limited to, immediate termination of this Agreement.
   4. SecureSearch shall have the right to reveal the existence of this Agreement and the terms or conditions thereof in any SecureSearch publication, advertising, publicity release, or sales presentation regardless of the medium.
   5. Colorado and federal law will govern this Agreement. The invalidity or unenforceability of any one provision of this Agreement shall not impair the validity and enforceability of the remaining provisions. Any legal disputes will be handled via mediation in the State of Colorado.
   6. The obligation of either party to perform under this Agreement shall be excused during each period of delay caused by matters beyond such party’s 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, labor disturbances, epidemic or failure of suppliers, public utilities or common carriers.
   7. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, that neither party shall assign or otherwise transfer this Agreement or any interest herein without the prior written consent of the other party, which consent shall not be unreasonably withheld.
   8. The failure of either party to insist on prompt performance of their duties shall not constitute a waiver of that duty. Any such waivers must be provided in a written, executed document.
   9. 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.
   10. By signing this Agreement, Customer agrees that SecureSearch can communicate with Customer via facsimile and electronic mail. I hereby certify that I have direct knowledge of the facts stated above and that I am authorized to execute this Agreement on behalf of the company listed above.
   11. If Customer desires to have access to credit reports, Customer must sign a separate document certifying the business need to access credit reports. Customer must also agree to a physical site visit of the premises. The cost for the site visit is $85.00 US.
   12. If Customer has executed Continuous Monitoring agreement, Customer is responsible for providing SecureSearch with a list of employee names and DOB’s that Customer would like to include in the Continuous Monitoring program. Customer must notify SecureSearch in writing at least ten (10) days prior to the next billing cycle if removing or adding any names from their Continuous Monitoring Roster. Due to billing cutoff dates, there are no exceptions to the 10 days. The cost of Continuous Monitoring is $2.00 per name, per month (or as quoted) and is billed as a line item or as a separate invoice. Customer is responsible for following all State and Federal laws and guidelines as to the handling of utilizing data provided by our Continuous Monitoring. Results may be available to Customer outside of the SecureSearch standard system.
   13. Customer acknowledges that if they choose to run an “instant” database search without an internal SecureSearch review (can take 1 business day) then said Customer is taking responsibility for the information returned and agrees to do additional due diligence prior to taking any Adverse Action against applicant. Additional due diligence may include verifying the record truly belongs to the applicant, ordering county courthouse searches or equivalent to determine if the conviction is accurate. No unverified record will be used for Adverse Action. Please inform SecureSearch if Customers wants all flagged profiles to be reviewed. There is an additional charge for compliance reviews.
   14. Applicant Pay (APay) Customer accounts are subject to the following:
       1. Higher service cost
       2. Customer will be responsible, and will be invoiced, for all costs relating to disputed background check costs and fees incurred by SecureSearch.
6. Pricing:
   
   Pricing depends on the level of due diligence you wish to apply to your background screenings. Please contact our Client Advocate team at 866.891.1954 Option 1 for pricing details.


7. Sample Forms:
   
   I understand that SecureSearch may provide “Sample” Documents (i.e. Authorization and Disclosure, Adverse Action, etc.) from time to time, and I agree that our company may not use them “As Is” without review by legal counsel. I further agree that any forms that are used in practice will be provided by Customer.