CUSTOMER TERMS OF SERVICE

I. Introduction

The services we provide include the delivery of accurate and timely Information Products to assist organizations in making intelligent and informed decisions for a permissible purpose under applicable law. To this end, We assemble information from a variety of sources, including databases maintained by consumer reporting agencies containing information from public records, other information repositories, and third-party researchers. You understand that these information sources and resources are not maintained by Us and therefore, we cannot guarantee that the information provided from these sources is absolutely accurate or current. Nevertheless, We have in place reasonable procedures designed to respond promptly to claims of incorrect or inaccurate information in accordance with applicable law.

BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING YOUR ACCEPTANCE, BY CLICKING THE ACCEPT BUTTON, OR BY EXECUTING AN ORDER FORM THAT REFERENCES THESE TERMS, YOU REPRESENT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF THE ORGANIZATION AND REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ORGANIZATION AND ITS AFFILIATES TO THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND MUST NOT USE THIS WEBSITE.

By using the Service, You agree to transact electronically through the Site. You agree that your electronic signature is the legal equivalent of your manual signature. You further agree that Your use of a key pad, mouse or other device to select an item, button, icon or similar act/action, constitutes Your signature as if actually signed by You in writing. You also agree that no certification authority or other third party verification is necessary to validate your electronic signature, and the lack of such certification or third party verification will not in any way affect the enforceability of Your electronic signature.

By providing Your telephone number, You are providing express written consent to receive communications from Us for any purpose, including but not limited to marketing various services from both Us and companies We have joint marketing agreements with. Additionally, You agree to receive communications from Us regarding our Service and any information You may have obtained via Your use of a Website. You agree that these communications include, but are not limited to, the use of an Automated Telephone Dialing System, prerecorded and/or artificial voice, SMS, MMS, text, fax, email or other similar means. Note, regardless of whether Your phone number is registered on a state or federal Do Not Call list. You agree that We are not responsible for any charges to You regarding these communications. Standard voice and data rates may apply. Further, You understand that You do not need to provide this consent to call as a condition to receive any good or service, in which case You will not provide Your phone number.

II. Legal Requirements.

For Us to conduct business with You, You agree with the following:

A. Lawful Formation.  You represent that you are a legal entity in good standing in your state of formation as well as all jurisdictions in which you conduct business.

B. Fair Credit Reporting Act (FCRA) Permissible Purpose(s). You hereby certify that, each time a consumer report is requested, all of Your orders for Information Products from Us shall be made, and the resulting reports shall be used, for one of the following FCRA, 15 U.S.C. § 1681 et seq., permissible purposes only:  For employment purposes under Section 604(a)(3)(B), including contractors, volunteers or a consumer being evaluated for employment, promotion, reassignment, retention as an employee, where the consumer has given prior written permission; or  at the Written Direction of the Consumer about whom the report relates under Section 604(a)(2).

C. Legal Requirements. You certify to Us that the Information Products You receive will not be used in violation of any applicable federal, state or local laws, including, but not limited to the Fair Credit Reporting Act and Title VII of the Civil Rights Act of 1964.  You accept full responsibility for complying with all such laws and for using the Information Products You receive from Us in a legally acceptable fashion. To that end, You agree to comply with and provide all statutorily required notices in Section 615 of the Fair Credit Reporting Act or other state laws when using Information Products. You further accept full responsibility for any and all consequences of use and/or dissemination of those products.  You further agree that each report will only be used for a one-time use.

You agree to have reasonable procedures for the fair and equitable use of background information and to secure the confidentiality of private information. You agree to take precautionary measures to protect the security and dissemination of all consumer report or investigative consumer report information including, for example, restricting terminal access, utilizing passwords to restrict access to terminal devices, and securing access to, dissemination and destruction of electronic and hard copy reports. You agree to abide by Addendum A attached hereto which is incorporated into and is part of this Term of Service Agreement.

As a condition of entering into this Agreement, You certify that You have in place reasonable procedures designed to comply with all applicable local, state and federal laws. You also certify that You will retain any information You receive from Us in accordance with applicable law, and will make such reports available to Us upon request. In addition, You agree to abide by all Ban the Box laws and, for employment-purposed consumer reports, You certify that You will not conduct a background check until after a conditional offer of employment has been provided. If You are seeking credit information, You certify to Us that You have provided all disclosures required by applicable federal, state or local laws, regulations and ordinances to the consumer in connection with such requests and You must provide information and sign Addendum B before We can provide credit information to You.  Addendum B is incorporated into and is part of this Agreement, if applicable. You acknowledge, and agree to notify Your employees that You can access credit information only for the permissible purposes listed in the FCRA. 

You understand that the credit bureaus require specific written approval from Us before the following persons, entities and/or businesses may obtain credit reports: Private detectives, private detective agencies, private investigative companies, bail bondsmen, attorneys, law firms, credit counseling firms, security services, members of the media, resellers, financial counseling firms, credit repair clinics, pawn shops (except companies that do only Title pawn), check cashing companies (except companies that do only loans, no check cashing), genealogical or heir research firms, dating services, massage or tattoo services, businesses that operate out of an apartment, individuals seeking information for their own private use, adult entertainment services of any kind, companies that locate missing children, companies that handle third party repossession, companies seeking information in connection with time shares, subscriptions companies, individuals involved in spiritual counseling or persons or entities that are not an organization or decision maker.

You represent that, if You order credit reports, You will have a policy and procedures in place to investigate any discrepancy in a consumer’s address when notified by the credit bureau that the consumer’s address, as submitted by You, substantially varies from the address the credit bureau has on file for that consumer.

You hereby acknowledge that You have received a copy of the Summary of Rights (16 C.F.R. Part 601, Appendix A) and Notice of Users of Consumer Reports (16 C.F.R. Part 601, Appendix C).

For Information Products regulated under the Investigative Consumer Reporting Agencies Act (“ICRA”), California Civil Code Sections 1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code Sections 1785.1 et seq., You hereby certify that, under ICRA and CCRAA, if You are  located in the State of California, and/or Your request for and/or use of Information Products pertains to a California resident or worker, You: :

(i)     Will request and use Information Products solely for permissible purpose(s) identified under California Civil Code Sections 1785.11 and 1786.12.

(ii)       When, at any time, Information Products are sought for employment purposes other than suspicion of wrongdoing or misconduct by the consumer who is the subject of the investigation, you have prior to requesting a consumer report provided a clear and conspicuous disclosure in writing to the consumer, which solely discloses: (1) that an investigative Information Product may be obtained; (2) the permissible purpose of the investigative Information Product; (3) that information on the consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; and (4) the name, address, telephone number, and website of the Consumer Reporting Agency conducting the investigation; and (5) the nature and scope of the investigation requested, including a summary of the provisions of California Civil Code Section 1786.22,

(iii)      When, at any time, Information Products are sought for employment purposes other than suspicion of wrongdoing or misconduct by the consumer who is the subject of the investigation, only request an Information Product if the applicable consumer has authorized in writing the procurement of the Information Product.

(vi)      Provide the consumer a means by which the consumer may indicate on a written form, by means of a box to check, that the consumer wishes to receive a copy of any Information Products that are prepared.

(vii)      If the consumer wishes to receive a copy of the Information Products, You shall send (or contract with another entity to send) a copy of the Information Product to the consumer within three (3) business days of the date that the Information Product is provided to You.  The copy of the Information Product shall contain the name, address, and telephone number of the person at Your organization who ordered the report and his/her contact information.

(viii)     Under all applicable circumstances, comply with California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall include, but may not be limited to, advising the consumer against whom an adverse action has been taken that the adverse action was based in whole or in part upon information contained in the Information Product, informing the consumer in writing of Your name, address, and telephone number, and providing the consumer a written notice of his/her rights under the ICRA and the CCRAA.

(ix)     Comply with all other requirements under applicable California law, including, but, not limited to any statutes, regulations and rules governing the procurement, use and/or disclosure of any Information Products, including, but not limited to, the ICRA and CCRAA.

Information Products Used for Employment Purposes.  If the Information Products You obtain from Us are to be used for an employment purpose, You certify that prior to obtaining or causing a “consumer report” and/or “investigative consumer report” to be obtained, a clear and conspicuous disclosure, in a document consisting solely of the disclosure, has been made in writing to the consumer explaining that a consumer report and/or investigative consumer report may be obtained for employment purposes.  Such disclosure satisfies all requirements identified in the FCRA.  You also certify that you have provided information or documents required under any applicable state or local law and the consumer has authorized You in writing to obtain the report.  You understand that We will not initiate a report for Employment Purposes in the absence of a written authorization.  You certify that each time You order a report, You are reaffirming the above certification.    

Before taking adverse employment action based in whole or in part on the Information Products provided by Us, You will provide to the consumer: (1) a copy of the report, and (2) a description, in writing, of the rights of the consumer entitled: “A Summary of Your Rights Under the Fair Credit Reporting Act.”  After the appropriate waiting period, You will issue to the consumer notice of the adverse action taken, including the statutorily required notices identified in Section 615 of the FCRA.

Before taking adverse action based on a criminal record the EEOC Criminal History Guidance recommends that you perform an individualized assessment and or other considerations.  To obtain a copy of the EEOC Criminal History Guidance please go to the following website: http://www.eeoc.gov/laws/guidance/arrest_conviction.cfm.   

Please note, as it relates to criminal history information, We do not report expunged records, dismissed records, sub-criminal records (infractions, violations, etc.), or generally records over 7 years from the date of disposition unless the records are readily accessible on a major court index and allowed to be reported under the most restrictive state or local law where a person lives or works.  Please note if we do not have expected salary information We will apply the most restrictive reporting law which may cause You not to receive certain records.

Website Use.  You are permitted to request consumer reports for employment purposes via Our website. In so doing, You shall abide by our terms, provide all required certifications electronically, maintain complete and accurate files containing all required consent, authorization and disclosure forms with regard to each consumer for whom a report has been requested, and maintain strict security procedures and controls to assure that Your personnel are not able to use Your Internet access to obtain reports for improper, illegal or unauthorized purposes.  You agree to obtain the consumer’s electronic consent to receive any legal or other notices electronically.  You agree to allow Us to audit Your records at any time, upon reasonable notice given.  Breaches of this Agreement and/or violations of applicable law discovered by Us may result in immediate suspension and/or termination of the account, legal action and/or referral to federal or state regulatory agencies.

Investigative Consumer Reports.  In addition to the disclosure requirements identified above, if the consumer makes a written request within a reasonable amount of time, You will provide:  (1) information about whether an investigative consumer report has been requested; (2) if an investigative consumer report has been requested, written disclosure of the nature and scope of the investigation requested; and (3) Our contact information, including complete address and toll-free telephone number.  This information will be provided to the consumer the later of five (5) days after the request for such disclosure was received from the consumer or such report was first requested.

International Criminal Record Searches.  You understand that searches of international background screening will be conducted through the services of a third-party independent contractor.  Because of differences in foreign laws, language, and the manner in which foreign records are maintained and reported, We cannot be either an insurer or guarantor of the accuracy of the information reported.  You therefore release Us and our affiliated companies, officers, agents, employees, and independent contractors from any liability whatsoever in connection with erroneous information received as a result of an international background screening report.

National/Multi-State Database Searches.  We recommend that You screen Your applicants or employees at the county court-house or online system, federal, and multi-state/nationwide database levels. You understand that if You choose not to conduct searches at these levels, We cannot be held responsible for any records that exist that are not included in Your coverage requested.  You further understand that a multi-state/nationwide database report will only be offered in conjunction with a county-level verification of any records found and that You will bear any additional costs associated with this verification.

Additional Motor Vehicle Record (MVR) and Driving Record Requirements. You hereby certify that Motor Vehicle Records and/or Driving Records (MVRs) shall only be ordered in strict compliance with the Driver Privacy Protection Act (“DPPA”, at 18 U.S.C. § 2721 et seq.) and any related state laws.  You further certify that no MVRs shall be ordered without first obtaining the written consent of the consumer to obtain “driving records,” evidence of which shall be transmitted to Us in the form of the consumer’s signed release authorization form.  You also certify that You will use this information only in the normal course of business to obtain lawful information relating to the holder of a commercial driver’s license or to verify information provided by an applicant or employee.  You shall not transmit any data contained in the resulting MVR via the public internet, electronic mail or any other unsecured means.

Warrants.  In the course of completing background checks, We may uncover active arrest warrants which are outstanding against the subject. In these cases, We may be contacted by the law enforcement agency seeking the subject. You understand that We will furnish to law enforcement any information contained within the subject’s file to assist in the apprehension of the subject.  Additionally, We may contact You, and You agree to release to Us , any and all information You may have which will further the apprehension of the wanted individual.

D. Restrictions. You agree 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.  You may not assign or transfer this Agreement without Our prior written consent.  In addition, You shall immediately notify Us of any of the following events:  change of ownership (over 50%), a merger, change in name or change in the nature of Your business. In such events, consent shall not be unreasonably withheld.  The parties understand that this Agreement is for the sole benefit of Us and You and no third party shall be deemed a third party beneficiary of this Agreement.

E. Intellectual Property Rights and Confidentiality.  In connection with services provided hereunder, You may have access to Confidential Information relating to Our Intellectual Property, including but not necessarily limited to trade secrets, service marks, trademarks, trade names, logos, symbols, brand names, software, technology, inventions, processes (that are subject to a patent or otherwise pending) collectively “Proprietary Intellectual Property.” You acknowledge and agree that We are the sole exclusive owner of all right, title and interest in such Proprietary Intellectual Property (including the Vetty Solution and all of its components (excepting the Candidate Data) and You shall not disclose to any third party the nature or details of any such Proprietary Intellectual Property.  You further agree that You have no right to publish, reproduce, prepare derivative works based upon, distribute, perform or otherwise display any of Our Proprietary Intellectual Property. Subject to the licenses contained in Section IV, D below, You do not claim ownership and agree not:  (a) to assert or challenge, on Your behalf or on behalf of any third Person, or assist any third Person in asserting or challenging, Our ownership, now or in the future, with regard to any right, title or interest in or to any of Our Intellectual Property; or (b) to sell, assign, attempt to assign or sublicense to any third Person any of Our Intellectual Property.  Any Documentation that is copyrightable material and that may arise out of the provision of the Vetty Solution to You shall be Our sole and exclusive property and to the extent that such copyrightable material is not deemed to be authored by Us it shall be deemed a work for hire authored by You for Us under Applicable Law and if it shall not be deemed to be a work for hire then by operation of these Terms of Service all right, title and interest to such copyrightable material is hereby assigned by You to Us.

Further Assurances.  You agree that upon Our written request and without further consideration, You shall execute and deliver such further instruments of transfer and assignment and take such other action as We may reasonably require to more effectively transfer, assign, and/or vest in, Us Our Intellectual Property.

Trademarks.  You agree that You shall not alter or remove from any of Our Software (any proprietary, copyright, trademark or trade secret legend.

Reverse Engineering/Distribution.  You agree that You shall not, and shall not allow Your Representatives to, decompile, reverse assemble or reverse engineer, or prepare any derivative works or translations of, any component of the Vetty Solution, including, but not limited to Your Organization Account,  Our Software, Our Property Rights or any of the underlying code thereof or any part thereof.

Know-How.  Notwithstanding anything in these Terms of Service to the contrary, You acknowledge and agree that:  (a) We are in the business of providing products and services based, in part, on the knowledge, experience and know-how We gain in providing products and services to customers; and (b) nothing shall be deemed to prohibit Us and/or Our Representatives from using any general knowledge, ideas, concepts, processes, experience and know-how developed or created in the course of providing the Vetty Solution to You and retained by Our Representatives (collectively, “Know-How”) in connection with: (i) the provision of products and services to other Persons; and/or (ii) the development of Our future Intellectual Property Rights, products and services (whether in connection with internal purposes and/or for future third Person engagements), and You shall have no ownership rights in such Know-How or in any Intellectual Property Rights created or derived from such Know-How.

Feedback.  You agree that: (a) We shall be the exclusive owner of any feedback that You may provide to Us in respect of the Vetty Solution and/or Our business (the “Feedback“); and (b) Your provision of Feedback to Us does not give You any Intellectual Property Right or any other right, title, or interest in or to any software, hardware, inventions, or other assets created by Us, even if such Feedback leads Us to create software, hardware, an invention, or other asset. 

Your Confidential Information.  Should We have access to Your Confidential Information, We agree that we will not knowingly reveal, publish or otherwise disclose Your Confidential Information to any third party without Your prior written consent.  We agree to keep this information confidential at all times during the term of this Agreement, and continuing for five (5) years after receipt of any Confidential Information.  Notwithstanding anything to the contrary herein, in no event shall We be required to destroy, erase or return any consumer reports or applicant data related thereto in Our files, all of which We shall maintain as a consumer reporting agency in strict accordance with all applicable federal, state, and local laws.

F. Independent Contractor.  The Parties agree that the relationship of the Parties created by this Agreement is that of independent contractor and not that of employer/employee, principal/agent, partnership, joint venture or representative of the other.  Except as authorized hereunder, neither Party shall represent to third parties that it is the employer, employee, principal, agent, joint venture or partner with, or representative of the other Party.

G.  Fees and Payment.  You agree to pay nonrefundable fees and other charges or costs for Our background check services.  Any charges or costs, including but not limited to surcharges and other fees levied by federal, state, county, other governmental agencies, educational institutions, employer verification lines and licensing agencies, incurred by Us in servicing Your organization, will be passed onto You.  All Fees are exclusive of all applicable Taxes and Charges, and by accepting these Terms of Service, You give Us permission to charge Your organization for all Taxes and Charges owed in connection with Your access to Our services, including use of the credit card used to establish an Organization Account.  You also agree to indemnify, defend and hold Us harmless in connection with any proceedings brought by any taxing authorities in connection with Your access to, and use of, Our services, except with regard to taxes based on Our income.

You acknowledge and agree that We charge You a flat fee for each request You make for Information Products on a Candidate.  Our Fees can currently be found at [INSERT LINK] and are subject to change in Our sole discretion from time to time (the “Fees”); provided however, that any change we make to the Fees shall not apply to Fees You have already been charged for Information Products.

Delinquent Payment.  At Our option, payments not received thirty (30) days after the date of the invoice may 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 Our Accounts Payable Department.  Accounts with invoices unpaid thirty (30) days or more will be assessed an interest charge of 1.5 % per month, as allowed by applicable law.  In addition, We charge a 3% fee for collecting payments via credit card.  Any concerns regarding invoices or line items must be brought to the attention of Our billing department within fifteen (15) days of the date of such invoice.  A $25 fee will be charged on all returned checks and non-sufficient funds.  If the account goes to collection, You agree to pay all collection expenses, including attorneys’ fees and court costs.  You agree that prices for services are subject to change without notice, although We will make every reasonable effort to give notice of such change before it becomes effective.  Any account that remains inactive for a period of twelve (12) months will be deemed inactive and may be terminated by Us.

Candidate Withdrawal.  You acknowledge and agree that if:  (a) a Candidate withdraws from consideration for a position with Your Organization; or (b) You are no longer considering a Candidate for a position with Your Organization, We have NO obligation to refund You any Fees, Taxes and Charges paid to Us by You and associated with such Candidate. 

H.  Warranties, Remedies, and Limitation of Liability.

Power and Authority.  You represent and warrant to Us that any execution of these Terms of Service is duly authorized by all necessary organizational action.

Warranties.  You understand that We obtain the information reported in Our Information Products from various third party sources “AS IS,” and provide the information to You “AS IS.  Except as expressly provided for otherwise, We make no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose, or 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 consumer reports, that the Information Products will meet Your needs, or will be provided on an uninterrupted basis; We expressly disclaim any and all such representations and warranties. 

Limitations on Liability.  WE WILL NOT BE LIABLE TO YOU FOR DAMAGES, AND YOU HEREBY RELEASE US FROM ANY LIABILITY FOR DAMAGES ARISING UNDER ANY THEORY OF LEGAL LIABILITY TO THE FULLEST EXTENT THAT YOU MAY LEGALLY AGREE TO RELEASE US FROM LIABILITY FOR SUCH DAMAGES.  NONETHELESS, IN THE EVENT WE ARE DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO YOU FOR ANY MATTER ARISING UNDER OR RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, EQUITY, TORT OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), THE AMOUNT OF DAMAGES RECOVERABLE AGAINST US FOR ALL SUCH MATTERS WILL NOT EXCEED, IN THE AGGREGATE, THE AMOUNT PAID TO US BY YOU FOR THE SERVICE TO WHICH A GIVEN CLAIM RELATES PROVIDED PURSUANT TO THIS AGREEMENT AND RECOVERY OF THE AMOUNT IS YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER.  IN THE EVENT WE ARE LIABLE TO YOU FOR ANY MATTER RELATING TO THIS AGREEMENT, WHETHER ARISING IN CONTRACT, EQUITY OR TORT (INCLUDING WITHOUT LIMITATION ANY CLAIM FOR NEGLIGENCE), AND IN ADDITION TO ANY OTHER LIMITATION OF LIABILITY OR REMEDY SET FORTH IN THIS AGREEMENT, THE AMOUNT OF DAMAGES RECOVERABLE AGAINST US WILL NOT INCLUDE ANY AMOUNTS FOR INDIRECT OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST INCOME, OR LOST SAVINGS, OR FOR ANY AMOUNTS WITH RESPECT TO CLAIMS AGAINST US, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY FOR SUCH DAMAGES.

The limitations on liability and exclusion of certain damages contained in this Section shall apply regardless of the availability, success or effectiveness of other remedies.  Both Parties understand and agree that the limitations of liability contained in these Terms of Service are reflected in the Fees.

Further, You hereby covenant and agree that You shall not bring any suit, action, proceeding or alternative dispute resolution claim against Us or Our present and former parents, subsidiaries, equity owners, Representatives, insurers or Affiliates, for any reason whatsoever more than one (1) year after the related cause of action has accrued.

Indemnity.  You shall indemnify, defend and hold Us harmless, Our successors and assigns, officers, directors, employees, agents, vendors, credit bureaus and suppliers from and against any and all claims, suits, proceedings, actual damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) (“Losses”) brought or suffered by any third party arising from, resulting from, or in connection with (1) Information Products provided by Us, (2) the content, compliance, method of delivery or effectiveness of any notices, pre-adverse or adverse action letters, (3) any breach by You of any of Your representations, warranties, or agreements in this Agreement or (4) Your negligence or willful misconduct.

Disclaimer.  We do not guarantee Your compliance with all applicable laws in Your use of reported information, and We do not provide legal or other compliance related services upon which You may rely in connection with Our furnishing of reports.  You understand that any documents, information, conversations or communication with Our representatives regarding searches, verifications or other services offered by Us are not to be considered a legal opinion regarding such use.  You agree that (1) You will consult with Your own legal or other counsel regarding the use of background screening information, including but not limited to, the legality of using or relying on reported information and to review any forms as well as the content of prescribed notices, adverse or pre-adverse action letters and any attachments to this Agreement for compliance with all applicable laws and regulations and (2) the provision of such notices, pre-adverse or adverse action letters and the contents thereof is Your sole responsibility not Ours. 

I.  Term and Termination.

Term.  The term of this Agreement commences on the date you accept our terms and shall be in effect until terminated. Your access to, and use of, the Vetty Solution will (a) begin on the date that You establish Your Organization Account (the “Beginning Date”); and (b) expire upon the termination of this Agreement.  Please note that if Your access to Your Organization Account terminates or expires (other than a termination pursuant to cause or bankruptcy or similar event below), you can, under certain circumstances, regain access to, and use of, Your Organization Account by contacting one of Our customer service Representatives for another one (1) year period, subject to the this Section I.

Termination. In General.  Except as otherwise provided for below, either Party may cancel this Agreement by giving thirty (30) calendar days written notice to the other party.  If You desire to terminate this Agreement, You agree that You will pay Us for all services that have been provided prior to the effective date of termination.

Early Termination.  You may terminate the Term (and Your access to, and use of, the Vetty Solution) for any reason at any time by going to  support@vetty.co and request a Termination Notice. Any fees, taxes or charges paid to Us are forfeited. 

Termination for Cause.  If You materially breach any provision of this Agreement, then We may give written notice to You of such breach (which written notice must describe, in reasonable detail, the alleged breach).  If You’ve not resolved the breach to Our satisfaction, upon the expiration of thirty (30) calendar days, the Term and Your access to, and use of, the Vetty Solution automatically terminates Any fees, taxes or charges paid to Us for Your access to, and use of, the Vetty Solution are not subject to reimbursement.

Termination for Bankruptcy or Similar Event.  The Term, including Your access to, and use of, the Vetty Solution shall automatically and immediately terminate without the requirement of any written notice if: (a) You make an assignment for the benefit of creditors; (b) You are subject to the appointment of a receiver of a substantial portion of Your assets; (c) You cease Your active business operations; (d) You file a petition under any chapter of the federal or any state bankruptcy code or law; or (e) an involuntary filing is made against You under any chapter of the federal or any state bankruptcy code or law which is not dismissed within sixty (60) calendar days after the date of filing .

Termination for Inactivity.  If You do not utilize Your Organization Account for a period of sixty (60) consecutive calendar days:  (a) We may, by written notice to You, terminate the Term and Your access to, and use of, the Vetty Solution; and (b) We will NOT refund to You any portion of the Fees or Taxes and Charges that You paid to Us for Your access to, and use of, the Vetty Solution.

Exclusive Provider.  During the term of this Agreement, We will be Your exclusive provider except for services not provided herein.

IV. Services.  This Section describes the Service We provide and governs Your access to, and use of the ‘Vetty Solution.’

By setting up an Organization Account  and “clicking” the “I AGREE” button at the end of this Agreement, You agree to all the terms contained herein.  If you do not agree to any of the terms contained herein please do not click “I AGREE” below and do not use the Vetty Service.

We reserve the right to modify or change the Terms of Service including the Vetty Solution from time to time at Our sole discretion. Your continued use of the Vetty Solution will be deemed acceptance by You of any such modification of, or change to, the Terms of Service Agreement.

A.  Definitions.  In addition to all other terms defined elsewhere in these Terms of Service, the following terms shall have the following meanings:

Affiliate” means with respect to any Person, any Person which, directly or indirectly, controls, is controlled by or is under common control with such Person, including, without limitation any parent, subsidiary, equityholder, officer, director, member, employee, representative or agent of such Person.  For the purposes of this definition, “control” shall mean the ability, directly or indirectly, to direct the activities of the relevant Person. 

Applicable Law” means all local, state, national and international laws, statutes, rules, regulations or common law applicable to You and Us in connection with these Terms of Service and Your use of the Vetty Solution.

Business Day” means any day other than a Saturday, a Sunday or a legal holiday on which national banks are not open for general business in the State of New York.

Candidate” means an individual who is applying or being evaluated for an employment, consulting, independent contractor, or other position by and with an Organization and to whom an Organization has sent a Request as defined herein. 

Candidate Account” means an account established by a Candidate that is part of the Vetty Solution.

Candidate Data” means: (a) Candidate Account Information; and (b) Our Information.

Change of Control” means the occurrence of any of the following events: (a) any consolidation or merger of You with or into any other entity in which the holders of Your outstanding voting equity immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain equity in the surviving entity representing a majority of the voting power of the surviving entity or equity representing a majority of the voting power of an entity that wholly owns, directly or indirectly, the surviving entity; (b) the sale, transfer or assignment of Your securities representing a majority of the voting power of Your outstanding voting securities to an acquiring Person or group of Persons; or (c) the sale of all or substantially all of Your assets.

“Confidential Information” means any and all Proprietary Intellectual Property or secret data; sales or pricing information relating to either Party, its operations, employees, products or services; and, all information relating to any customer, potential customer, Agent, and/or independent sales outlet.

Content” means all information, data, documents, prompts, music, sound, photographs, graphics, video, messages, goods, products, services or other materials, including, but not limited to, Requests.

Intellectual Property Rights” means all right, title and interest to a Person’s:  (a) patents, patent applications, patent disclosures and all related continuations, continuations-in-part, divisionals, reissues, reexaminations, utility models, certificates of invention and design patents, registrations and applications for registrations; (b) trademarks, service marks, trade dress (including the look and feel of the Candidate App), internet domain names, logos, trade names and corporate names and registrations and applications for registration thereof; (c) copyrights and registrations and applications for registration thereof; (d) computer software, data and documentation; (e) inventions, trade secrets and confidential business information, whether patentable or nonpatentable and whether or not reduced to practice, know-how, processes and techniques, formulae, algorithms, research and development information, copyrightable works, financial, marketing and business data, pricing and cost information, business and marketing plans and strategies and customer and supplier lists and information; (f) other proprietary rights relating to any of the foregoing (including remedies against infringements thereof and rights of protection of interest therein under the laws of all jurisdictions); and (g) copies and tangible embodiments thereof.

Our Information” means information of or relating to Candidates that We develop and provide to Organizations.

Our Hardware” means any computer hardware owned or leased by Us and that is utilized in connection with the Vetty Solution.

Our Software” means any computer software owned or licensed by Us and that is utilized in connection with the Vetty Solution.

Organization means a customer of Ours who has established an Organization Account so that: (a) it can send Requests to one or more Candidates to establish Candidate Accounts ; and (b) We can provide Candidate Data to such Organization. For purposes of clarification, You are an Organization.

Organization Account” means an account established by an Organization as part of the Vetty Solution from which:  (a) such Organization can send Requests to Candidates; and/or (b) receive Candidate Data from Us.

Parties” means You and Us.

Person” means any individual or entity.

Representatives” means a Person’s Affiliates, directors, officers, managers, employees, agents and other representatives.

Request” means an electronically transmitted request (which is either sent by e-mail and/or is posted to a Candidate Account) sent by an Organization Team Member to a Candidate requesting that such Candidate:  (a) establish a Candidate Account; (b) perform a self-evaluation and/or self-verification; and (c)(i) authorize access to Candidate Data for non-employment purposes or (ii)   subsequent to receipt of a disclosure form, authorize access to Candidate Data.

Taxes and Charges” means all sales, use, value-added and other taxes (other than taxes based on Our income), and all applicable duties, tariffs, assessments, export and import fees, or other similar charges, fees, duties, and charges and any related penalties and interest, arising from Your use of, and access to, the Vetty Solution.

Us”, “We”, “Our” or the “Company” means Vetty, Inc.

Vetty Solution” means the Vetty web based platform through which:  (a) Organizations with organization accounts can send Requests to Candidates; (b) Candidates can establish Candidate Accounts and request that Vetty verify certain background data provided or conduct specific background checks about them; (c) References can submit Reviews of Candidates; (d) Candidates can send Invitations to Organizations to establish Organization accounts and view Candidate Data; and (e) We can provide Organizations Candidate Data.  The Vetty Solution is provided by Us to You using Our Hardware, Our Software and Your Organization Account.

B.  Establishing an Organization Account and Using the Vetty Solution

Setting Up Your Organization Account.  If You wish to use the Vetty Solution, You must create Your Organization Account by setting up a user-name and password and providing Us with your credit card information (all on a web landing page that we will provide to you by e-mail).  You will then be permitted to log onto Vetty web based platform.  Once You have logged onto the platform, you will have access to Your Organization Account and You must designate one of Your Representatives (who is an individual) as the administrator for your Organization Account (“Your Administrator”).  Your Administrator will then be responsible for allowing other Representatives of Your Organization (each an “Organization Team Member”) access to Your Organization Account.  After: (a) Your Administrator has given access to Your Organization Team Members to Your Organization Account, you may use the Account as authorized under this Agreement.  You agree that neither We nor our Representatives will play any role in, and shall have no liability with respect to:  (i) Your (or Your Organization Team Members’) decisions concerning (a) the requirements of any employment, consulting, independent contractor, or other position that You are attempting to fill using the Vetty Solution, (b) the selection of Candidates for such position, (c) the formulation of Requests for Candidates, or (d) Your employment, consulting, independent contract, or other business decisions; or (ii) any information You or any Your Organization Team Members post on Your Organization Account.

By completing this process and creating Your Organization Account, You expressly provide Us with Your consent to send You messages and other Content (including Candidate Data) in connection with the Vetty Solution via email, text message or any other means.  You agree that You will provide Us with truthful and accurate information when setting up Your Organization Account, will keep such information up-to-date and select login information (including a password).  You shall have all responsibility for any inaccuracies in any information You provide to Us or in respect of Your failure to keep such information up-to-date.  You agree that You:  (a) will not share Your Organization Account or login information with any third Person, nor let any third Person access Your Organization Account, except Your Representatives who are authorized by You to do so; (b) are responsible for maintaining the confidentiality of the login information for Your Organization Account; (c) will notify Us immediately at 857-410-0145 or support@vetty.co if You know or suspect that Your Organization Account or Organization Account login information has been compromised or that Your Organization Account has been used without Your authorization; and (d) are fully and solely responsible for all activity on Your Organization Account (except for such activity initiated by Us).

Links and Third Person Property.  Your Organization Account may contain links or other content related to websites, advertisers, products and/or services offered by third Persons (the “Third Person Property”). We have no control and make no representation with respect to any such Third Person Property or any information provided or transmitted via such Third Person Property, or otherwise provided by any such third Persons.  YOU UNDERSTAND AND AGREE THAT USE OF SUCH LINKS AND THIRD PERSON PROPERTY IS AT YOUR OWN RISK, THAT SUCH LINKS AND THIRD PERSON PROPERTY ARE GOVERNED BY SUCH THIRD PERSONS’ TERMS OF USE AND PRIVACY POLICIES, AND THAT WE ARE NOT RESPONSIBLE FOR THE PRIVACY OR BUSINESS PRACTICES OR OTHER POLICIES OF SUCH THIRD PERSONS. YOU SHOULD CAREFULLY REVIEW THE APPLICABLE TERMS AND POLICIES THAT APPLY TO ANY SUCH THIRD PERSONS. WE ARE NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR SUCH THIRD PERSONS, OR FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED BY YOU AS THE RESULT THEREOF, AND WE EXPRESSLY DISCLAIM, AND YOU EXPRESSLY RELEASE US AND OUR AFFILIATES AND REPRESENTATIVES FROM, ANY AND ALL LIABILITY WHATSOEVER FOR ANY CONTROVERSIES, CLAIMS, SUITS, INJURIES, LOSS, HARM AND/OR DAMAGES, ARISING FROM AND/OR IN ANY WAY RELATED TO SUCH THIRD PERSONS, INCLUDING WITHOUT LIMITATION, RELATING TO AVAILABILITY, TERMS OF USE, PRIVACY, SOFTWARE/HARDWARE DAMAGE OR THIRD PERSON PROPERTY

Acknowledgements.  In connection with Your use of the Vetty Solution, You acknowledge and agree that:

(a) You shall use the Vetty Solution  only as authorized in this Agreement and will instruct Your Representatives having access to Your Organization Account to act in conformity with Your obligations herein.

(b) You shall be liable for any breach of Your obligations herein by any of Your Representatives.

(c) We shall have no liability in connection with any Content that You post to, transmit from or otherwise make available to third Persons (including Candidates) from Your Organization Account;

(d) You may notify a Candidate that he/she is no longer being considered for a position with Your Organization;

(e) A Candidate may inform You (either through active communication or non-responsiveness (i.e. “ghosting”)) the Candidate no longer desires to be considered for a position with Your Organization, and, if a Candidate takes such action, such Candidate may nevertheless (i) have one or more components of the Candidate’s background check completed that have been started; or (ii) terminate the Candidate Account or all background check components that have been started, but not completed, or that have not been started; and (iii) rescind Organization’s access to Candidate’s Data; and

(f) A Candidate may report to Us that they believe a mistake is present in certain of the Candidate Data.  If they do so, then:  (i) We will take steps to investigate such report and, if We deem it appropriate (in Our sole discretion), correct any such mistake in such Candidate Data; and (ii) You will have no recourse as to Us or the Candidate with regard to such correction and You hereby accept the Candidate Data as corrected.

Vetty Solution Restrictions.  You agree that neither you nor any of Your Representatives will do any of the following:

(a) interfere with or disrupt the operation of the Vetty Solution or any component thereof, including, but not limited to, the computer networks connected to or comprising the Vetty Solution;

(b) reproduce, duplicate, copy, sell, resell, license, distribute or otherwise transfer any portion of the Vetty Solution (or any component thereof) or any Candidate Data (except for the copying or reproduction of Candidate Data for Your internal business purposes unless and until Candidate rescinds their consent), or allow the use of the Vetty Solution (or any component thereof) by any third Person except for Your Representatives;

(c)  attempt to disable or circumvent any security or access control mechanism used by, or associated with, the Vetty Solution;

(d)  attempt to gain unauthorized access to any portion of the Vetty Solution, or use the Vetty Solution (or any component thereof) for any unauthorized or unintended purpose;

(e)  harvest or otherwise collect information about Our other Organizations who use the Vetty Solution or any Candidates;

(f) modify or enhance any component of the Vetty Solution without our express prior written consent;

(g)   use any component of the Vetty Solution in a manner that introduces any virus, corrupted data or other harmful, disruptive or destructive code or files to, or otherwise interferes with, disrupts, overloads or burdens any portion of the Vetty Solution (including, but not limited to, Our Hardware and/or networks or those of Our service providers).

(h)  post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, adult-oriented, or racially, ethnically or otherwise objectionable;

(i) post, transmit or otherwise make available any Candidate’s employment history, education or other evaluative material concerning a Candidate on the Vetty Solution (or any component thereof);

(j) represent to any Person that We are responsible for making any employment, consulting, independent contractor, or other business decisions on behalf of Your Organization;

(k) impersonate any Person, including, but not limited to, a one of Our Representatives;

(l) post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that You do not have a right to post, transmit or otherwise make available (including, but not limited to, proprietary and confidential information of third Persons);

(m) post, transmit or otherwise make available on the Vetty Solution (or any component thereof) any Content that infringes any Intellectual Property Rights of any Person;

(n) intentionally or unintentionally violate any Applicable Law relating to Your use of the Vetty Solution (or any component thereof);

(o) promote or provide instructional information on the Vetty Solution (or any component thereof) about illegal activities; or

(p) offer for sale, sell, offer to license or license any item, good or service on the Vetty Solution.

C. Our Obligations; Upgrades/Maintenance

Our Obligations

(a) If You have any questions, comments and/or complaints about the Vetty Solution during the Term, please contact Us at support@vetty.co or 857-410-0145.

(b)  We agree that during the Term, we will maintain Your Organization Account with an independent “cloud” storage provider (an “Account Storage Provider”).  Your Organization Account will contain: (i) all Requests You send to Candidates; and (ii) all Candidate Data We post to Your Organization Account.  During the Term, You will be able to access the Candidate Data of Candidates who have given authorization, view such data and download such data.  Please note that although We will endeavor to select an Account Storage Provider that maintains commercially reasonable security protections:  (1) We will not be providing the security for Your Organization Account (that will be done by the Account Storage Provider); (2) We cannot guaranty or ensure that the security measures employed by the Account Storage Provider will not be breached or that the data in Your Organization Account will not be accessed or used by third Persons who are not authorized to access Your Organization Account; and (3) We will not be responsible for any breach of the security measures employed by the Account Storage Provider and/or the unauthorized access or use of the information contained in Your Organization Account.

Upgrades and Maintenance.  You acknowledge that:  (a) We may, but are not obligated to, modify, update, make upgrades to, and/or perform maintenance on the Vetty Solution (or any component thereof); (b) when and if We modify, update and/or make upgrades and/or perform maintenance, this may mean that the Vetty Solution may be unavailable for a period of time; and (c) in no event will We be liable to You, any of Your Affiliates or any third Person for any unavailability of any component of the Vetty Solution caused by modifications of, updates and/or upgrades to and/or maintenance performed on any component of the Vetty Solution. 

D. Ownership of Candidate Data; Licenses;

Ownership of Candidate Data.  Subject to the license that We are providing to You and the licenses that You are providing to Us below, You acknowledge and agree that:  (a) all Candidate Data (including, but not limited to, the Candidate Data stored in Your Organization Account, but excluding Our Information) is owned by the Candidates to whom such Candidate Data relates; (b) We own Our Information; and (c) You have no ownership interest in any such Candidate Data.  You further agree that: (i) We are not evaluating any Candidate Data or information whatsoever under the Vetty Solution; and (ii) it is not the intent for the Vetty Solution to do so for any purpose.

Sublicense of Candidate Data.  Notwithstanding the Ownership of Data provision immediately above, We have received (or will receive) a worldwide, perpetual, non-terminable, exclusive, fully-paid-up, assignable (subject to some restrictions) and sublicensable license from each of the Candidates to store, use and share their Candidate Data (excluding Our Analyses) (the “In-Bound Vetty License”).  Pursuant to the In-Bound Vetty License, We hereby grant to You a worldwide, non-terminable, non-exclusive, fully-paid-up, assignable (but only in the context of a Change of Control of Your organization) sublicense to: (a) access and print the Candidate Data (excluding Our Information) stored in Your Organization Account (but only for the duration of the Term); and (b) use such Candidate Data in connection with Your business in perpetuity, subject to Applicable Law.  In addition, we hereby grant to You a worldwide, non-terminable, non-exclusive, fully-paid-up, assignable (but only in the context of a Change of Control of Your organization) license to: (i) access and print Our Information stored in Your Organization Account (but only for the duration of the Term); and (ii) use Our Information in connection with Your business in perpetuity, subject to Applicable Law.

Use License for Your Organization Account as embedded in the Vetty System.  During the Term only and subject to the other provisions of this Agreement, We hereby grant to You a limited, revocable, non-exclusive, non-assignable, non-sublicensable, worldwide license to use Your Organization Account (as embedded in the Vetty Solution) for Your business purposes only. 

Licenses Given by You to Us.  You agree that in addition to Our use and disclosure of the information collected by Us about You, You hereby grant to Us a limited, non-revocable, non-exclusive, perpetual, assignable, fully paid-up, royalty free, worldwide license to:  (a) modify and enhance the Vetty Solution based on Your use of and the Vetty Solution including Your Organization Account; and (b) to develop, market, sell and license new product and service offerings based on Your use of the Vetty Solution including Your Organization Account (collectively the “Commercial Purposes”).

E.  Miscellaneous

Publicity.  You agree to not use Our name, logo or other trademarks, directly or indirectly, in any form of publicity, advertising or written reference without Our prior written consent.

Force Majeure.  You agree that We will not be liable for any failures or delays resulting from circumstances or causes beyond Our reasonable control, including, without limitation, fire or other casualty, act of God, war or other violence, or any law, order or requirement of any governmental agency or authority.

Entire Agreement/Amendment.  These Terms of Service constitute the entire agreement between Us and You and supersedes all prior or contemporaneous, oral or written, representations, understandings or agreements relating to the subject matter hereof.  These Terms of Service, or any portion thereof, may be amended, modified or changed by Us from time to time without Your consent and Your continued use of the Vetty Solution will be deemed acceptance by You of any such amendment to, modification of, or change to, the Terms of Service that We make.

Governing Law;.  These Terms of Service shall be governed by and construed in accordance with the internal laws of the State of New York (without reference to the conflicts of law provisions thereof that would require the application of the law of any other jurisdiction).

Venue;  For purposes of litigating any dispute against Us, whether or not permitted by these Terms of Service, You agree that such litigation will be brought in and shall proceed only in the state or federal courts of New York County, New York.  You irrevocably consent to the nonexclusive jurisdiction and venue of the state and federal courts of New York County, New York, and You agree that such courts are convenient forums.   

Arbitration; Representative Action Waiver.

(a)  You agree that to the fullest extent permitted by Applicable Law, You will resolve any and all disputes You have with Us that arise out of, or in any way relate to, these Terms of Service and/or the commercial relationship between the Parties through bi-lateral, binding arbitration as Your sole and exclusive remedy.  The disputes subject to this Section include, but are not limited to, disputes relating to:  (i) collection, use, or disclosure of any information by Us regarding any Candidate, breach of contract or tort claims of any kind, and claims for violation of any Applicable Law (including, without limitation, any state laws addressing negligence, defamation, invasion of privacy, or consumer or criminal history reporting) to which We are subject; and (ii) claims against any of Our Representatives or Affiliates, insurers, successors or assigns that arise out of, or relate to, the commercial relationship between the Parties.  You waive Your constitutional right to have any such dispute decided in a court of law and before a jury, and instead, agree to binding arbitration pursuant to the procedures referenced in this Section.  These Terms of Service are governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq., and evidences a transaction in commerce.  The Parties acknowledge that Your agreement to arbitrate constitutes good and valuable consideration for Our covenants in these Terms of Service.

(b) Arbitration under this Section shall be conducted pursuant to the American Arbitration Association’s Consumer Arbitration Rules before a single arbitrator licensed to practice law in the state in which We have Our principal place of business and who is familiar with credit reporting law (if such expertise is applicable to the dispute).  The arbitrator shall provide written findings of fact and conclusions of law.  The Parties shall each pay 50% of all costs uniquely attributable to arbitration, including the costs of the arbitrator.  Each Party shall pay its own costs and attorneys’ fees, if any, unless the arbitrator rules otherwise based on a statute that affords the prevailing party attorneys’ fees and costs, in which case the arbitrator shall apply the same standards a court would apply to such an award.  No Party shall be required to pay any fee or cost that such Party would not be required to pay in a state or federal court action.  The Parties agree that the decision of the arbitrator shall be final and binding and not subject to appeal, reconsideration or further review, except as specifically provided by 9 U.S.C. §§ 10 or 11.  An award in one arbitration proceeding shall not be precedential or binding in any way in a subsequent proceeding, unless the subsequent proceeding concerns identical Parties and issues to the prior proceeding.  The Parties are entitled to representation by an attorney or other representative of their choosing in any arbitration.  The arbitrator shall issue a written award stating the essential findings and conclusions on which such award is based.  The Parties agree to abide by and perform any valid award rendered by the arbitrator, and judgment on the award may be entered in any court having jurisdiction thereof.

(c) To the maximum extent permitted by law, You agree not to bring, and waive, any right to bring a claim on behalf of Persons other than Yourself, or to otherwise participate with other Persons in, any class, collective, or representative action.  The arbitrator may not certify or otherwise preside over any form of a class, collective, or representative proceeding, nor may the arbitrator consolidate the claims of multiple Persons into one proceeding.  You also agree not to assert claims against Us or Our Representatives, Affiliates, insurers, successors or assigns in the same proceeding as any other Person, whether by joinder or otherwise, and that any proceeding brought on behalf of multiple claimants or plaintiffs shall be severed into individual proceedings.  You further agree to affirmatively “opt out” and to take all other reasonable measures to exclude Yourself from any representative proceeding in which You may be invited to join or otherwise permitted to participate.  The Parties intend that claims brought under the California Private Attorneys General Act (“PAGA”) are fully subject to this Section.  In the event that a court determines or the Parties stipulate that the right to bring a PAGA claim on a representative basis cannot legally be waived, PAGA claims may be asserted in a court of competent jurisdiction to hear them and shall be severed from any other claims that You assert, which shall remain subject to arbitration pursuant to this Section.

(d) To the extent that You bring both claims that are arbitrable under these Terms of Service and claims deemed by a court of law or by stipulation not to be arbitrable in accordance with this Section, the claims deemed arbitrable shall be adjudicated first in priority, with any claims that must be litigated in a court of law subject to a stay, administrative closure, or dismissal without prejudice, pending the resolution of the arbitrable claims.  Any disputes regarding the validity of this Section, including its application to PAGA claims, shall be resolved only by a court of law and not by the arbitrator.

Waiver.  No waiver of any obligation under these Terms of Service shall be valid unless in writing and signed by a duly authorized Representative of the Parties.  No delay or omission by either Party in exercising any right or power shall impair such right or power or be construed to be a waiver.  A waiver by either Party of any of the obligations to be performed by the other Party or any breach thereof shall not be construed to be a waiver of any succeeding breach or of any other obligation. 

Successors and Assigns.  These Terms of Service shall be binding upon and inure solely to the benefit of the Parties and both of our respective permitted successors and assigns, and nothing in these Terms of Service shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever as a third-party beneficiary under or by reason of these Terms of Service, except for those third Persons specifically mentioned in this Agreement.

Notices.  Whenever under these Terms of Service either Party is required or permitted to give notice to the other, such notice shall be given in writing and shall be deemed to be given:  (a) one Business Day after deposited with a nationally recognized overnight delivery service so long as such notice is prepaid for overnight delivery to the other Party; (b) one Business Day after sending if sent by e-mail; or (c) the day of delivery if personally delivered with written evidence of such delivery, and, in any case, addressed to:  (i) in the case of notice to Us, to Vetty, Inc., 609 Greenwich St. New York, NY 10014, with a copy to Seyfarth Shaw LLP, 1075 Peachtree Street, NE, Suite 2500, Atlanta, GA 30309-3962 233 South Wacker Drive, Suite 8000, Chicago, IL 60606-6448, Attn: Esther Slater McDonald, Esquire; emcdonald@seyfarth.com; and (ii) in the case of notice to You, to the Your contact information as set forth in Your Organization Account.  We may change Our respective addresses for notification purposes from time to time by giving You prior written notice in accordance with this Section of the new address and the date upon which it will become effective. You may change Your address by updating Your Organization Account.

Conflicting Terms.  The Parties understand and agree that:  (a) the provisions of these Terms of Service will supersede any inconsistent provisions contained in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgement or similar form, if any; (b) all terms or conditions proposed in any invoice, purchase order, quotation, confirmation, acceptance, acknowledgment or similar form which add to, vary from, or conflict with the provisions in these Terms of Service will be void; and (c) any pre-printed terms in an invoice, purchase order, quotation, confirmation, acceptance, acknowledgement or similar form will also be void.

Severability.  If any provision of these Terms of Service is held to be illegal, invalid or unenforceable under present or future Applicable Law while these Terms of Service or any provision of these Terms of Service remains in effect:  (a) the legality, validity and enforceability of the remaining provisions of these Terms of Service will not be affected thereby so long as the economic or legal substance of the transactions contemplated by the Terms of Service are not affected in any manner materially adverse to either Party; and (b) both Parties agree that the body making the determination of illegality, invalidity or unenforceability shall have the power to reduce the scope, duration and/or area of the provision, to delete specific words or phrases and to replace any illegal, invalid or unenforceable provision with a provision that is legal, valid and enforceable and that comes closest to expressing the intention of the illegal, invalid or unenforceable provision, and these Terms of Service shall be enforceable as so modified.

Execution.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. A signature on a copy of this Agreement received by either party by facsimile is binding upon the other party as an original.  The parties shall treat a photocopy of such facsimile as a duplicate original.  The individuals signing below represent that they are duly authorized to do so.