Effective Date: 11/4/2022
These Terms of Service (“Terms”) are an agreement between Vetty, Inc., a Delaware corporation headquartered at 85 Broad St, 16th Floor, New York, NY 10005 (“Vetty,” “We,” “Us,” or “Our”), and its customers who establish Vetty accounts through our Platform (“You” or “Your”).
By signing up for a Vetty account, You acknowledge that You understand and agree to these Terms, that You have the authority to bind Your organization to these Terms, and that you are legally able to enter into this agreement. You also agree to transact with Us electronically and that any notice we send or display to You electronically will have the same legal effect as a notice in writing. If You have any questions about these Terms, You can reach Us at firstname.lastname@example.org.
Please read these Terms carefully. If You do not agree to any part of these Terms, please do not use Vetty or establish a Vetty account.
Vetty is a Consumer Reporting Agency, as defined by the Fair Credit Reporting Act (“FCRA”), that provides background screening (the “Services”). You may use Our Services to conduct background screening only for employment purposes on Your current and prospective employees (“Consumers”). All information we provide about Consumers is part of a consumer report or investigative consumer report (“Report”) under the FCRA and relevant state law.
We provide the Services through Our “Platform,” which includes proprietary software, secure web portals, APIs, and analytics.
We may improve or modify the design, functionality, or features of the Services or Platform at any time, including to meet Our legal and compliance obligations and data provider requirements. For any modifications that could result in material adverse changes for You, We will endeavor to provide You with reasonable notice.
BILLING, FEES AND PAYMENT
We will invoice You monthly for nonrefundable fees, charges, and taxes for the Services. We will pass along to you all local, county, and state court fees and charges. We will inform You of all courthouse fees through the Platform or otherwise. We will not refund fees, charges, and taxes incurred for background screening on a Consumer after the Consumer has submitted their information to Us to begin their screening.
We may increase the fees and charges for the Services, as follows:
- Each year, We may increase Our fees and charges by the most recent annual percentage increase in consumer prices for services as measured by the United States Consumer Price Index by the U.S. Bureau of Labor Statistics entitled “All Services Less Rent of Shelter” or a similar index should such index no longer be published.
- At any time, We may pass along any increases in Our fees and charges in proportion to any increases in the fees and charges charged by Our data sources, such as government bodies, educational institutions, employer verification lines and licensing agencies.
Payment of Our invoices is due within 30 days of receipt, and if payment is not received, We may suspend Your access to the Services. We may assess past due invoices at an interest rate of 1.5% per month, as allowed by law. You will pay all collections expenses, including attorneys’ fees and court costs, for any invoice that We send to collections.
Any concerns You have regarding an invoice must be brought to Our billing department’s attention within 15 days of the date of such invoice or be waived.
We charge a 3% fee for credit card payments. A $50 fee will be charged on all returned checks and non-sufficient funds.
COMPLIANCE WITH CONSUMER PROTECTION LAWS
You are responsible for Your compliance with all relevant federal, state, and local consumer protection laws and regulations (“Consumer Protection Laws”) in connection with the Services, including laws in foreign countries in which You operate and in which Your Consumers live or work. You agree to consult with Your own counsel regarding Your specific legal and compliance responsibilities.
We may provide You with disclosure and authorization templates, adverse action notices, and other materials to assist You with Your compliance efforts, but We have not prepared these materials specifically for You and we do not not provide legal or compliance services upon which you may rely. Nothing in these Terms or that We otherwise supply to You should be construed as legal advice.
You authorize Us to provide Consumers with Reports about them that we produce for You.
To comply with applicable law, contractual obligations, and security audits, Company or its designee may conduct audits of Customer’s use of the Services and compliance with Consumer Protection Laws with two weeks written notice. Customer agrees to fully cooperate with such audits and to respond to any audit inquiry within 10 business days.
FCRA, DPPA, AND STATE LAW CERTIFICATION
Before You use the Services, and every time You request a Report from Us, you certify that:
- You have reasonable procedures in place to ensure Your compliance with all federal, state, and local laws and regulations relevant to procuring and using Reports for employment purposes.
- You will procure Reports only for employment purposes (as defined by the FCRA) when You have a legitimate need for background screening on a Consumer.
- You will give each Consumer a clear and conspicuous disclosure that a Report may be obtained about them for employment purposes, in a document consisting solely of the disclosure.
- You will obtain Consumers’ authorization to procure Reports about them.
- You will obtain Consumers’ authorization to procure motor vehicle records (also called driving records) and use them only in accordance with the Driver Privacy Protection Act (“DPPA”) and related state laws.
- You will order drug testing and other occupational health screening only in accordance with federal, state, and local law, and You understand that the results of such testing are Reports.
- Before taking any adverse action against a consumer, You will provide the Consumer with a copy of the Report, the appropriate pre-adverse action notice and accompanying materials, and a description of their rights under the FCRA and applicable state laws.
- You will not use information from Reports in violation of any federal or state equal opportunity or anti–discrimination law or regulation.
- You will use each Report only one time and within 30 days of the date We completed the Report.
CALIFORNIA CONSUMER PROTECTION CERTIFICATION
If You are based in or doing business in California, or if You requests a Report about a California resident or someone who will work for You in California, You certify that You will comply with the Investigative Consumer Reporting Agencies Act (“ICRA”) and/or the Consumer Credit Reporting Agencies Act (“CCRAA”), including by:
- Requesting and using the Reports solely for employment purposes and for no other purpose.
- When seeking a Report for employment purposes other than suspicion of wrongdoing or misconduct by a Consumer, providing a clear and conspicuous disclosure in writing to the Consumer that solely discloses: (1) that an investigative consumer report may be obtained; (2) the permissible purpose of the investigative consumer report; (3) that information on the Consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; (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.
- When seeking a Report for employment purposes other than suspicion of wrongdoing or misconduct by a consumer, only requesting a Report if the Consumer has authorized You in writing to receive the Report.
- Providing the Consumer a check box where they can indicate that they wish to receive a copy of the Report and then providing that Report within three business days of the date You receive the Report.
- Complying with California Civil Code Sections 1785.20 and 1786.40 if taking adverse action is a consideration, which will 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 Report, informing the consumer in writing of Customer’s name, address, and telephone number, and providing the consumer of a written notice of his/her rights under the ICRA and the CCRAA.
MASSACHUSETTS CONSUMER PROTECTION LAW CERTIFICATION
If You are based in or are doing business in Massachusetts, or if You request a Report about a Massachusetts resident, You certify that will comply with Commonwealth’s Criminal Offender Record Information (“CORI”) law, including by:
- Before asking a Consumer about their criminal records, providing the Consumer with copies of those records if You possesses them;
- Before taking adverse action based in whole or part on criminal history records, notifying the Consumer of the potential adverse action by sending the required pre-adverse and adverse action notices and any other applicable notices. The pre-adverse action notice will include the criminal history records, the sources of the records, a copy of Your CORI policy, and a copy of information from the state agency about the process for correcting a criminal record; and
- Waiting five business days before taking final adverse action to give the Consumer an opportunity to dispute the accuracy of the criminal history records.
INTERNATIONAL & GDPR COMPLIANCE
If You request background screenings that are subject to foreign laws and regulations such as the GDPR, You are responsible for, and will seek your own counsel as to, complying with those laws and regulations. We may provide You with notice and authorization templates and other materials to assist You with Your compliance efforts, but We have not prepared these materials specifically for You and we do not not provide legal or compliance services upon which you may rely.
If you order background screenings on Consumers in the European Economic Area or the UK, You and Company agree to the Vetty GDPR and UK Data Processing Addendum (“Addendum”), which is incorporated into these Terms by reference and puts into place standard contractual clauses for personal data transferred through the Services.
You certify that We have provided You with the following notices, as required by Consumer Protection Laws, and that You understand these notices. You agree to provide these notices to all of Your personnel who use, or oversee use of, the Services:
DATA SECURITY REQUIREMENTS AND PROCEDURES
You understand that using the Services gives You access to Reports containing sensitive personal information about Consumers. You and any of Your personnel who have access to Reports will robustly protect consumer privacy by limiting access to all information about Consumers provided through the Services in the following ways:
- You will only access the Platform to request Reports that You will use for employment purposes under the FCRA and related state laws. You will strictly prohibit any unauthorized browsing of the Vetty.co platform.
- You restrict access to the Platform, and the Reports available on the Platform, to only those employees whose jobs require them to order and review background screening reports.
- You require that all computers and devices through which employees access Reports are encrypted, use antivirus software, and automatically lock when unattended.
- Your employees protect their Platform credentials by:
- never sharing them with anyone else, including coworkers and callers claiming to be from Vetty.co; and
- never posting them anywhere or storing them electronically anywhere they can be accessed by any other person.
- When an employee with access to Platform no longer needs access because, e.g., their job responsibilities change, they take an extended leave from work, or they leave the company, You will immediately revoke their credentials.
- If You suspect that an unauthorized person gains access to Your employees’ credentials to Vetty.co’s Platform, You will change the password and alert Vetty.co immediately. You understand that Vetty.co may be under an obligation to report any unauthorized access to its Platform to law enforcement.
- You will not print Reports unless absolutely necessary to perform Your job duties. If You do print any Report, You will either keep it locked away in the Consumer’s employment file or shred it within one month of the date You make an employment-related decision based on that information.
- If You store any Report electronically on Your systems, You protect it with strong passwords and other measures to prevent unauthorized access, and You delete it or render it unreadable when You no longer need it.
- You will not transmit any Reports via any unsecured means.
- If You access Vetty.co’s Platform through APIs, You keep the API keys secure and do not share them with anyone else. If You suspect that an unauthorized person has access to Your API keys, You will alert Vetty.co immediately.
CUSTOMER SECURITY EVENT
A “Customer Security Event” is any unauthorized access to Reports provided through the Services that are in Your possession or under Your control. Upon the occurrence of a Customer Security Event, You will, in compliance with applicable law, notify Us, the individuals whose information was accessed, and any other parties (including but not limited to regulatory entities and credit reporting agencies) as may be required, that a Customer Security Event has occurred. Unless required by applicable law, such notification will not reference Us or the Services without Our express written consent. You will be solely responsible for all costs associated with any legal or regulatory obligations which may arise in connection with a Customer Security Event, including but not limited to, costs for credit monitoring. You will indemnify Us for any Customer Security Event.
Before You access the Services, We require that You pass our credentialing process by providing one of the items listed below, as required by federal law. We may also require You to undergo a virtual or onsite inspection of Your location(s) and meet certain criteria, in which case You will bear the staffing and travel costs of any onsite inspection. We, in Our sole discretion, will determine whether You have passed this credentialing process.
For private companies and nonprofits:
- Business license status from a government web site;
- Business license;
- Documented corporation verification with state or federal government;
- Copy of Articles of Incorporation with proof of filing;
- State and/or federal tax records;
- FDIC Certification; or
- 501(c)(3) certificate for non-profit organizations.
For publicly traded companies:
- Documentation of ticker symbol information from trading website;
- Certified copy of audited annual or quarterly statements submitted to the SEC.
You will notify Us in writing within 10 days of any changes to Your name, state(s) in which You do business, federal tax identification number, address, telephone number, contact person, sale or closure of business, merger or change in ownership of 50% or more of Your stock or assets, or change in nature of Your business. You understand that certain changes may require additional credentialing.
SUSPENSION AND TERMINATION
If you breach these Terms, We may, at Our discretion, suspend or begin termination of your access to the Services. If We suspend Your access, We will provide written notice describing the breach. You will have 60 days from the receipt of such notice to cure the breach, and Your failure to cure the breach will result in termination.
We may also suspend or terminate Your access to the Services immediately and without notice if:
- We believe You have violated any relevant law or regulation or the confidentiality provisions of these Terms;
- A third-party data provider or government body requires us to;
- A legal or regulatory change has a negative impact on these Terms; or
- Your account is inactive for three months.
We may suspend or terminate Your access to the Services immediately if You are the debtor in a bankruptcy action or in an assignment for the benefit of creditors, or if You undergo a change in ownership.
If We suspend your account, you will no longer have access to the Services or any completed Reports.
Suspended accounts are subject to a $50 reactivation fee.
While these Terms are in effect, We will be the exclusive provider of employment-related background screening services to You.
IP AND DATA OWNERSHIP
- Company owns all right, title and interest in and to all information that Company collects or verifies about Consumers in connection with the Services. Company may use, store, disclose, and destroy this data in its sole discretion, as permitted by law.
- Company owns all right, title and interest in and to all current and future intellectual property rights related to the Platform and Services, including any modifications Company makes based on Customer’s feedback.
CUSTOMER AS END USER
- Customer may not resell, sub-license, deliver, display or otherwise distribute the Services or Reports to any third party except as required by law.
- Customer may not store Reports for any purpose other than employment screening and may not combine Reports with any other information. Customer may keep a copy of a Report in the consumer’s personnel file.
- Customer will not, nor allow or authorize any third party to, remove any proprietary markings, confidential legends, or any trademarks or trade names that Company or its data providers place upon, or that are contained within, information provided under the Services.
- Customer may not assign or transfer this Agreement without the prior written consent of Company. Customer will immediately notify Company of any of the following events:
- Change in ownership over 50%
- Merger or other business combination
- Name change
- Change in the nature of Customer’s business
- Convictions/Pending Cases. Regarding criminal history information, Company only reports conviction records and does not report non-conviction information unless a case is pending with a next court date scheduled.
- National Criminal Search and Courthouse Searches. Company recommends that for each Consumer, Customer use Company’s multi-state/nationwide database search along with products that cover criminal records in the federal, state, and county courts in the relevant jurisdictions. If Customer does not use these products, all limitations on Company’s liability in the Agreement will apply. Company does not report results from multi-state/nationwide database searches without confirming the results through a state or county-level verification, and Customer will bear any additional costs associated with such verifications.
- Aliases. Due to incorrect information in public records and Consumers’ use of multiple names, Company cannot guarantee that it will find all records about a particular Consumer. Company’s SSN Trace and Identify Verification & ID Collection products may alert Company and Customer to a Consumer’s aliases, which can include maiden names, nicknames, foreign names, misspellings, and others. Company will run the aliases we identify in our National Criminal Check at additional cost to Customer. If a search on an alias in our National Criminal Check returns potential records, Company will run County Criminal Searches under that alias at additional cost to Customer.
- International Background Screening. Company conducts international background screening through a third-party independent contractor. Because of differences in foreign laws, language, and the manner in which foreign records are maintained and reported, Company cannot guarantee the accuracy of the information reported. Customer releases Company and its 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.
- Warrants. While providing the Services, Company may uncover active arrest warrants against a Consumer. In these cases, law enforcement seeking the Consumer may contact Company. If presented with a valid subpoena, Company will provide to law enforcement information contained in the Consumer’s file to assist in their apprehension.
COMPANY SUCCESSORS AND ASSIGNS
In the event that Company undergoes a merger, sale, or other business combination, these Terms will enure to the benefit of Company’s successors and assigns. Company will notify Customer of any such event within 30 days after the event.
- If a dispute related to this Agreement cannot be settled through direct discussions, the parties will endeavor first to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures.
- Any dispute that cannot be settled through mediation will be settled by arbitration in New York, NY administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and the arbitrator(s) may enter judgment on the award rendered in any court with jurisdiction. The arbitration will be governed by the laws of the State of New York. Each party will bear its own costs and expenses and an equal share of the arbitrators’ and administrative fees of arbitration. Except as may be required by law, neither a party nor an arbitrator may disclose the existence, content, or results of any arbitration hereunder without the prior written consent of both parties.
- If mediation and arbitration are insufficient to settle a dispute, all litigation arising out of these Terms will be commenced in New York, NY, and the parties consent to the jurisdiction and venue of the state and federal courts of New York, NY.
- New York law will guide the interpretation of these Terms.
We will send you notices due under these Terms and other information via the email address(es) you enter into the appropriate place our Platform. If Your or any of Your users’ contact information changes, you will update it in the platform or by emailing us at email@example.com.
Any written notice to Company under these Terms must be:
- Delivered to the addresses below personally by messenger, private mail courier service, or sent by registered or certified mail, return receipt requested, postage prepaid; or
- Delivered by email, but only if such email is acknowledged by the receiving party within 3 business days
Company’s contact information is:
Vetty.co | 110 Wall Street, 2nd Floor | New York, NY 10005 | firstname.lastname@example.org
- Each party will keep confidential the other party’s “Confidential Information,” which includes all information and materials accessible by the other party that is marked confidential or proprietary or identified as confidential or proprietary when disclosed, or would be determined by a reasonable person to be confidential. Company’s Confidential Information includes, but is not limited to, its Platform, sales materials, pricing, operations, employees, products, services, and customers.
- The parties may use Confidential Information only to perform their obligations or exercise their rights under these Terms. The parties may disclose Confidential Information to their employees and agents who need the information to affect these Terms, and each person that receives Confidential Information will be bound by the same confidentiality obligations as the parties.
- Information that was lawfully in a party’s possession before receipt from the other party, becomes public knowledge through no fault of the receiving party, or was independently developed or discovered by a party without the benefit of any Confidential Information of the other party, is not Confidential Information. The parties may disclose Confidential Information if required by law, provided that the disclosing party gives the other party the maximum notice possible.
- The parties will return or destroy each other’s Confidential Information after the receiving party no longer needs it, at the disclosing party’s request, or upon termination of these Terms, and in no event will either party disclose each other’s Confidential Information for five years after its receipt of any Confidential Information.
- The parties agree that any violation of this clause will cause irreparable harm to the other party and entitle the other party to injunctive or other equitable relief, in addition to any other remedies to which the party may be entitled. The Confidentiality provisions of these Terms supersede any nondisclosure agreement previously signed by the parties.
- Nothing in these Terms prevents the parties from using each other’s name, trademarks and logos in their investor and marketing materials, including their websites, while these Terms are in effect.
REPRESENTATIONS & WARRANTIES
- Customer represents and warrants that:
- You are a legal entity in good standing in Your state of formation as well as all jurisdictions in which You conduct business;
- You will not allow any third party to use or benefit from the Services;
- You will have sole responsibility for all decisions regarding Your employment, promotion, retention, termination, or discipline of any Consumer; and
- During any Term and thereafter, You will not, and will not allow any third party, to: modify, decompile, reverse engineer, or disassemble the Platform or otherwise attempt to discover any source code, ideas, algorithms, file formats or programming interfaces contained in the Platform; create derivative works based on the Platform; develop products that compete with Company’s products based on the Platform; or use any automated means to access or manage the Platform without Company’s consent.
- Company strives to deliver accurate and timely background screening products. Company assembles information from sources that it does not maintain, including information from third-party databases, public records, and public records researchers, and reports this information “AS IS” through the Services. Company therefore cannot guarantee that the information provided from these sources is accurate or current. Company has reasonable procedures in place for quality assurance and to respond promptly to claims of inaccurate information.
- Company makes no representation or warranty, 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 regarding: the accuracy, validity, or completeness of any Report; that the Services will meet Customer’s needs; or that the Services will be provided on an uninterrupted basis.
LIMITATION OF LIABILITY
COMPANY WILL NOT BE LIABLE TO CUSTOMER FOR ANY LOST PROFITS, LOST INCOME, OR LOST SAVINGS, OR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, RELIANCE OR SIMILAR DAMAGES, ARISING OUT OF OR RELATING TO THESE TERMS, EVEN IF CUSTOMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. CUSTOMER HEREBY RELEASES COMPANY FROM ANY LIABILITY FOR DAMAGES ARISING UNDER ANY THEORY OF LEGAL LIABILITY TO THE FULLEST EXTENT THAT CUSTOMER MAY LEGALLY AGREE TO SUCH A RELEASE.
IN THE EVENT COMPANY IS DETERMINED BY A COURT OF COMPETENT JURISDICTION TO BE LIABLE TO CUSTOMER FOR ANY CLAIM ARISING UNDER OR RELATING TO THESE TERMS UNDER ANY LEGAL THEORY, COMPANY’S CUMULATIVE AND AGGREGATE LIABILITY WILL NOT EXCEED THE AMOUNT PAID OR OWED BY CUSTOMER FOR THE REPORT(S) TO WHICH THE CLAIM RELATES, AND RECOVERY OF THE AMOUNT IS CUSTOMER’S SOLE AND EXCLUSIVE REMEDY. CUSTOMER WILL NOT BRING ANY SUIT, ACTION, PROCEEDING OR ALTERNATIVE DISPUTE RESOLUTION CLAIM AGAINST COMPANY OR ITS CURRENT OR FORMER PARENTS, SUBSIDIARIES, OWNERS, REPRESENTATIVES, INSURERS OR AFFILIATES MORE THAN ONE YEAR AFTER THE UNDERLYING CAUSE OF ACTION OCCURS.
THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION ARE PART OF THE CONSIDERATION FOR THESE TERMS.
Customer will indemnify, defend and hold harmless Company, its successors and assigns, officers, directors, employees, agents, vendors, and information sources from and against any and all claims, suits, proceedings, actual damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) brought or suffered by any third party arising or resulting from, or otherwise in connection with, Customer’s use of the Services and Reports, Customer’s failure to comply with Consumer Protection Laws, Customer’s breach of these Terms, or Customer’s or its employees’ or agents’ negligence or willful misconduct.
The parties are independent contractors, and these Terms do not create an agency, partnership, joint venture, or ability to bind one another.
Neither party will be responsible for any delay or failure to perform any part of these Terms caused by events beyond its reasonable control and without negligence by the party claiming excusable delay or failure to perform, such as acts of God, war or terrorism; extraordinary acts of the countries in which the parties operate or any state, territory or political subdivision thereof; fires, storms, floods, epidemics, pandemics, riots, work stoppages, strikes, embargoes, government restrictions, and adverse weather or events of nature. In the event force majeure occurs, Company cannot insure uninterrupted or error free service or access to the Services.
Excluding terms regarding Consumer Protection Laws, confidentiality, and payment, the failure of either party to insist in one or more cases upon the strict performance of any term of these Terms will not be construed as a waiver or subsequent breach of the same or any other term; nor will any delay or omission by either party to seek a remedy for any breach of these Terms be deemed a waiver by either party of its remedies or rights with respect to such a breach except as otherwise provided herein.
If any of the provisions of these Terms become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions will not in any way be impacted.
All provisions of these Terms relating to payment, Consumer Protection Laws, use of Reports, audit rights, confidentiality, IP and data ownership, and dispute resolution will remain in effect after Customer is no longer using the Services.
These Terms, and any other terms and conditions that We establish on Our Platform, constitute the entire agreement between us. If you have signed a Master Services Agreement with Us, you are not a party to these Terms.
CHANGES TO THESE TERMS
We reserve the right to update these Terms from time to time. When We update these Terms, We will change the Effective Date at the top. Please visit these Terms periodically to check for updates. Your continued use of Vetty means that You understand and agree to any updates to these Terms.
Thank you for using Vetty!