Customer Terms of Service

Effective Date: 09/19/2023

These Terms of Service (“Terms”) are an agreement between Vetty, Inc., a Delaware corporation headquartered at 222 Broadway, New York, NY 10038 (“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 support@vetty.co.

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.

BACKGROUND SCREENING SERVICES

Vetty provides consumer reports and investigative consumer reports (“Consumer Reports”) as a Consumer Reporting Agency under the Fair Credit Reporting Act (“FCRA”) and state law (“Background Screening Services”). You may use Our Background Screening Services only for employment purposes on Your current and prospective employees (“Consumers”).

EMPLOYMENT ELIGIBILITY SERVICES

Vetty facilitates FBI Fingerprinting, oral fluid testing, E-Verify, and I-9 employment eligibility verification (the “Employment Eligibility Services”). The Employment Eligibility Services We facilitate for You generate information that is not part of a Consumer Report; they are subject to laws and regulations other than the FCRA and related state laws. You may use Our Employment Eligibility Services only for employment purposes on Consumers.

OUR PLATFORM

We provide the Background Screening Services and Employment Eligibility Services (the “Services”) through Our “Platform,” which includes proprietary software, Vetty.co and related websites, secure web portals, APIs, and analytics.

We may improve or modify the design, functionality, or features of the 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.

You certify that You will comply with all applicable federal, state, and local laws when You add anything to our Platform, such as by uploading documents or noting the status of any checks You have requested.

FEES

You agree to pay the non-refundable fees for Services that We specify when You establish Your Vetty account, such as fees for the Services and automatically renewing subscription platform fees.

We will pass along to You all local, county, and state fees and charges We incur to complete Your background screening requests, as listed here: https://vetty.co/wp-content/uploads/2023/04/Vetty-Pass-Through-Fees-.pdf. We will also pass along to You other fees and charges, such as education, employment, lab, and license verification fees. At any time, We may pass along to You any increases to these fees and charges in proportion to any increases charged by Our data sources.

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.

BILLING AND PAYMENT

On the last day of each month, We will email You an invoice for the nonrefundable fees, charges, and taxes for the Services that You incurred in that month. Your detailed invoices are also available at https://client.vetty.co/client/settings/myaccount. Immediately thereafter, We will automatically collect payment from You via the ACH or credit card information You provide to Us. We may charge a fee of up to 3% for credit card payments.

You are responsible for keeping Your payment method updated on Our payments platform. If We are unable to collect payment from You on the first day of a certain month, We may suspend Your access to the Services and charge You a $50 fee. You will pay all collections expenses, including attorneys’ fees and court costs if We seek payment from You through collections.

DISPUTES AND REFUNDS

Any concerns You have about the fees and charges for Services on an invoice must be brought to Our billing department’s attention by emailing ar@vetty.co within 15 days of the date of the invoice or be waived.

We will not refund or credit fees, charges, and taxes You incur for background screening on a Consumer after the Consumer has submitted their information to Us to begin their screening.

Subscription platform fees are not refundable. We will not issue partial refunds or credits for subscription platform fees, even if You terminate, or We terminate or suspend Your account, before the end of the time period that the platform fee covers.

COMPLIANCE WITH LAWS AND REGULATIONS

You will comply with all relevant federal, state, and local laws and regulations in connection with Your use of the Services and Platform, including but not limited to consumer protection laws, consumer privacy laws, and laws in foreign countries in which You operate and in which Your Consumers live, want to work, or work. You agree to consult with Your own counsel regarding Your specific legal and compliance responsibilities.

You agree you are solely responsible for having adequate and legally compliant disclosures, adverse action letters, and processes under the FCRA and applicable state and local law. We do not guarantee you 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. You understand that any documents, sample forms and letters, information, conversations, or communication with Our representatives regarding the Services are for informational purposes only and are not to be considered a legal opinion regarding such use. You agree that (1) You will consult 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 sample forms as well as the content of prescribed notices, sample adverse or pre-adverse action letters and anything else in these Terms for compliance with all applicable laws and regulations, and (2) that the provision and content of such notices, including pre-adverse or adverse action letters, and the contents thereof is Your sole responsibility, not Ours. You acknowledge and agree that you have no obligation to use, and You are solely responsible for independently vetting the contents of, any sample forms, disclosures, or letters that We have provided to You. We fully disclaim any and all liability relating to the content, compliance, or effectiveness of any such certifications, consumer consents, forms, notices, summary of rights, disclosures, authorizations, pre-adverse or adverse action letters, other materials, or information. If You use our candidate entry system and/or our adverse action system, You agree that you have had such systems, and any associated documents and letters, reviewed by Your counsel.

To comply with applicable law, contractual obligations, and security audits, We or our designee may conduct audits of Your use of the Services and Platform and compliance with laws and regulations with two weeks’ written notice. You agree to fully cooperate with such audits and to respond to any audit inquiry within 10 business days.

STATUTORY NOTICES

In connection with Our Background Screening Services, You certify that We have provided You with the following notices, as required by federal law, and that You understand these notices. You agree to provide these notices to all of Your personnel who use, or oversee the use of, the Services and Platform:

• Summary of Your Rights Under the Fair Credit Reporting Act https://files.consumerfinance.gov/f/documents/bcfp_consumer-rights-summary_2018-09.pdf
• Remedying the Effects of Identity Theft https://files.consumerfinance.gov › documents
• Notice to Users of Consumer Reports https://www.ecfr.gov/current/title-12/chapter-X/part-1022/appendix-Appendix%20N%20to%20Part%201022

FCRA, DPPA, AND STATE LAW CERTIFICATION

Before You use the Background Screening Services, and every time You request a Consumer Report from Us, You certify that:

• You will only obtain Consumer Reports for the following permissible purpose under the FCRA and not for any other purpose: for employment purposes under Section 604(a)(3)(B) of the FCRA, including for evaluating contractors or volunteers and for evaluating a consumer for employment, promotion, reassignment, retention as an employee, where the contractor, volunteer or Consumer has given prior written permission.
• Prior to obtaining any Consumer Report or causing any Consumer Report to be obtained, You have provided to the Consumer a clear and conspicuous disclosure, in a document consisting solely of the disclosure, explaining that a Consumer Report may be obtained for employment purposes. Such disclosures satisfy all requirements of the FCRA and state law. You have obtained a written authorization from each Consumer to obtain each Consumer Report. If You obtain an investigative consumer report (as defined by federal law), You have provided a separate disclosure. You will also provide each Consumer with any notices or disclosures required under applicable state and local law. 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 reaffirm the above certifications.
• You will only order Motor Vehicle Records and/or Driving Records (“MVRs”) (which may include medical or mental health information about a consumer) in strict compliance with the Driver Privacy Protection Act (“DPPA”) at 18 U.S.C. § 2721 et seq. and any related state laws. You will not order MVRs without first obtaining the written consent of the Consumer to obtain “driving records.” 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 will not transmit any data contained in the resulting MVR via the public internet, electronic mail or any other unsecured means.
• You will order drug testing and other occupational health screening only in accordance with federal, state, and local laws, including but not limited to, where applicable, providing the Consumer with advance notice of drug testing and giving the Consumer a conditional offer of employment before drug testing. You understand that the results of drug testing and other occupational health screening are Consumer Reports.
• Should a Consumer make a written request within a reasonable amount of time, You will provide the Consumer: (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) Vetty’s name and contact information. This information will be provided no later than five days after the date on which the Consumer’s request was received.
• Prior to taking adverse employment action based in whole or in part on information Vetty provides, You will provide to the Consumer: (1) a copy of the Consumer Report; (2) “A Summary of Your Rights Under the Fair Credit Reporting Act”; and (3) any other documents required by law. After the appropriate waiting period, You will issue to the Consumer notice of the adverse action taken, including the statutorily required notices in Section 615 of the FCRA. You will not initiate the pre-adverse and adverse action notice process until Vetty has completed all search components of the Consumer Report, Vetty has provided the complete Consumer Report to You, and You have reviewed the Consumer Report’s contents.
• You will comply at all times with the FCRA and all applicable local, state, and federal laws and regulations relating to the use of the background information and will not use background information in violation of any equal employment opportunity law or regulation, including Title VII of the Civil Rights Act of 1964 and any state or local equivalents.
• You have reasonable procedures in place to ensure its compliance with all federal, state, and local laws and regulations relevant to procuring and using Consumer Reports for employment purposes.
• You agree to indemnify and hold harmless Vetty for any damages arising out of Your improper or unauthorized use of any information in Vetty’s Consumer Reports.
• You will use each Consumer Report only one time and within 30 days of the date Vety provided the Consumer Report to You.
• Under the Investigative Consumer Reporting Agencies Act (“ICRAA”), California Civil Code sections 1786 et seq., and the Consumer Credit Reporting Agencies Act (“CCRAA”), California Civil Code sections 1785.1 et seq., if You are located in the State of California and/or the Your request for and/or use of Consumer Reports pertains to a California resident, applicant or employee, You will do the following:
  • Request and use information products solely for permissible purpose(s) identified under California Civil Code sections 1785.11 and 1786.12.
  • When, at any time, You seek information products for employment purposes other than suspicion of wrongdoing or misconduct by the Consumer who is the subject of the investigation, provide a clear and conspicuous disclosure in writing to the Consumer, which solely discloses: (a) that an investigative information product may be obtained; (b) the permissible purpose of the investigative information products; (c) that information on the consumer’s character, general reputation, personal characteristics and mode of living may be disclosed; (d) Vetty’s name, address, telephone number, and website; and (e) the nature and scope of the investigation requested, including a summary of the provisions of California Civil Code section 1786.22.
  • When, at any time, You seek information products 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.
  • Provide the Consumer a means by which he/she 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.
  • If the Consumer wishes to receive a copy of the information products, You will send (or contract with another entity to send) a copy of the information product to the Consumer within three 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 who issued the Consumer Report and how to contact him/her.
  • 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 Vetty’s name, address, and telephone number, and provide the Consumer of a written notice of his/her rights under the ICRAA and the CCRAA.
  • 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 ICRAA and CCRAA.
• If You are based in or is doing business in Massachusetts, or if You requests a Report about a Massachusetts resident, You 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 possess 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.

For any background screenings on Consumers in the European Economic Area or the UK, You and We agree to the Vetty GDPR and UK Data Processing Addendum, which is incorporated into this agreement by reference and puts into place standard contractual clauses for personal data transferred through the Services.

DATA SECURITY REQUIREMENTS AND PROCEDURES

You understand that using the Services gives You access to Consumer Reports containing sensitive personal information about Consumers. You and any of Your personnel who have access to Consumer 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 Consumer 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 Consumer Reports available on the Platform, to only those employees whose jobs require them to order and review background screening Consumer Reports.
• You require that all computers and devices through which employees access Consumer 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 Consumer Reports unless absolutely necessary to perform Your job duties. If You do print any Consumer 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 Consumer 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 Consumer 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 information provided through the Services and Platform that is 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, defend and hold harmless Vetty, 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, any Customer Security Event.

CUSTOMER CREDENTIALING

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:

1. Business license status from a government website;
2. Business license;
3. Documented corporation verification with state or federal government;
4. Copy of Articles of Incorporation with proof of filing;
5. State and/or federal tax records;
6. FDIC Certification; or
7. 501(c)(3) certificate for non-profit organizations.

For publicly traded companies:

1. Documentation of ticker symbol information from trading website;
2. 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 terminate Your access to the Services and Platform. If We suspend Your access, We will provide You with a 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 and Platform 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;
• If You are the debtor in a bankruptcy action or in an assignment for the benefit of creditors;
• If You undergo a change in ownership; or
• Your account is inactive for three months.

If We suspend or terminate Your account, You will no longer have access to any information generated by the Services that We previously provided to You on Our Platform.

Suspended accounts are subject to a $50 reactivation fee.

You may terminate Your account only by emailing Us at support@vetty.co. If you terminate your account, any outstanding fees and charges for Services and subscription platform fees are due immediately.

EXCLUSIVITY

While these Terms are in effect, We will be the exclusive provider of employment-related background screening services to You.

IP AND DATA OWNERSHIP

We own all right, title and interest in and to all information that We collect and/or verify about Consumers in connection with the Services. We may use, store, disclose, and destroy this data in its sole discretion, as permitted by law.

We own all right, title and interest in and to all current and future intellectual property rights related to the Platform and Services, including any modifications We make based on Your feedback.

CUSTOMER AS END USER

You may not resell, sub-license, deliver, display or otherwise distribute the Services or any information We provide through the Services to any third party except as required by law.

You may not store any information We provide through the Services for any purpose other than employment screening and may not combine it with any other information.

You will not, nor allow or authorize any third party to, remove any proprietary markings, confidential legends, or any trademarks or trade names that Vetty or its data providers place upon, or that are contained within, information provided under the Services.

You may not assign or transfer this agreement without the prior written consent of Vetty. You will immediately notify Vetty of any of the following events:

• Change in ownership over 50%
• Merger or other business combination
• Name change
• Change in the nature of Your business

PRODUCT LIMITATIONS

1. Convictions/Pending Cases. Regarding criminal history information, Vetty only reports conviction records and does not report non-conviction information unless a case is pending with a next court date scheduled.
2. National Criminal Search and Courthouse Searches. Vetty recommends that for each Consumer, You use Vetty’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 You do not use these products, all limitations on Our liability in the Agreement will apply. We do not report results from multi-state/nationwide database searches without confirming the results through a state or county-level verification, and You will bear any additional costs associated with such verifications.
3. Aliases and Past Addresses (“SSN Trace Data”). Due to incorrect or incomplete information in public records, and Consumers’ use of multiple names and addresses, Vetty cannot guarantee that it will find all records about a particular Consumer or that the names and addresses we find will be correct. Vetty’s SSN Trace and Identify Verification & ID Collection products may alert Us and Customer to a Consumer’s possible aliases, which can include maiden names, nicknames, foreign names, misspellings, and others, and possible past addresses. We will use this SSN Trace Data in Our background screenings at additional cost to Customer, including by searching under multiple names and in multiple jurisdictions. If requested by Customer, the relevant sections of Our Consumer Reports will list the SSN Trace Data under which we searched.
4. International Background Screening. We conduct 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, We cannot guarantee the accuracy of the information reported. You release Vetty 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.
5. Warrants. While providing the Services, We may uncover active arrest warrants against a Consumer. In these cases, law enforcement seeking the Consumer may contact Vetty. If presented with a valid subpoena, We will provide to law enforcement information contained in the Consumer’s file to assist in their apprehension.

COMPLIANCE MONITORING SERVICES

Our VettyComplyTM Compliance Monitoring products provide Consumer Reports on an ongoing basis and are part of the Services. You agree to comply with all applicable federal, state and local laws, rules, regulations, ordinances and requirements in connection with your use of VettyComplyTM products.

VettyComplyTM products provide Us with indicators from data sources that there may be information of interest to You. Before providing this information to You, We may conduct further searches, such as county or state criminal searches. We will charge additional fees for such searches.

You may initiate VettyComplyTM products by adding individuals to its roster on the Platform. Every time You add individuals to the roster to procure Consumer Reports, it makes all certifications required by the FCRA and related state laws. You will immediately remove from the roster any individual for whom it no longer has the permissible purpose of employment purposes under the FCRA. You will also immediately alert Us to any inaccuracies on the roster. You are solely responsible for ensuring that its roster is accurate, complete, and up-to-date.

You will train employees on Your obligations under this section prior to use of VettyComplyTM products and conduct a review of such obligations with employees who have access to these products at least annually.

VETTY SUCCESSORS AND ASSIGNS

In the event that We undergo a merger, sale, or other business combination, these Terms will enure to the benefit of Our successors and assigns. We will notify You of any such event within 30 days after the event.

DISPUTE RESOLUTION

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.

NOTICES

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 on the Platform or by emailing Us at support@vetty.co.

Any written notice to Vetty 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

Vetty’s contact information for notices is:

Vetty.co | 222 Broadway | New York, NY 10038 | legal@vetty.co

CONFIDENTIALITY

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. Vetty’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

You 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 Our products based on the Platform; or use any automated means to access or manage the Platform without Our consent.

We strive to deliver accurate and timely Background Screening and Employment Eligibility Screening Services. We assemble information from sources that it does not maintain, such as third-party databases, public records, public records researchers, and health screening providers, and provides this information “AS IS” through the Services. We therefore cannot guarantee that the information provided from these sources is accurate or current. We have reasonable procedures in place for quality assurance and to respond promptly to claims of inaccurate information.

Vetty 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 Consumer Report; the accuracy or validity of any health screening services; that the Services will meet Your needs; or that the Services will be provided on an uninterrupted basis.

LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE TO YOU FOR DAMAGES, AND YOU HEREBY RELEASE US FROM ANY LIABILITY FOR ANY AND ALL KINDS OF 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 THESE TERMS, 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 YOU PAID TO US FOR THE SPECIFIC SERVICE TO WHICH A GIVEN CLAIM RELATES (BY WAY OF EXAMPLE ONLY, THE AMOUNT YOU PAID FOR A PARTICULAR BACKGROUND REPORT AT ISSUE IN THE UNDERLYING CLAIM); RECOVERY OF THE FOREGOING IS YOUR SOLE AND EXCLUSIVE REMEDY HEREUNDER. IN THE EVENT WE ARE LIABLE TO YOU FOR ANY MATTER RELATING TO THESE TERMS, 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 THESE TERMS, 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 ANY OTHER INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION ARE PART OF THE CONSIDERATION FOR THESE TERMS.

INDEMNIFICATION

You shall indemnify, defend and hold harmless Us, Our successors and assigns, officers, directors, employees, agents, vendors, credit bureaus and suppliers from and against any and all third-party claims, demands, suits, or proceedings, and any and all actual damages, costs, expenses (including, without limitation, reasonable attorneys’ fees and court costs) (“Losses”) arising or resulting therefrom or otherwise in connection with the Services and Platform, including but not limited to the content, compliance, method of delivery or effectiveness of any notices, pre-adverse or adverse action letters, any breach by You of any of its representations, warranties, or agreements in these Terms or Your negligence or willful misconduct. We will have no responsibility for consequences of Your actions upon the information that We provide You, and You will indemnify and hold Us harmless from any loss, liability, damage, judgment, attorney’s fees, costs or penalties which may result from Your use of the information We provide.

INDEPENDENT CONTRACTOR

The parties are independent contractors, and these Terms do not create an agency, partnership, joint venture, or ability to bind one another.

FORCE MAJEURE

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, We cannot insure uninterrupted or error-free service or access to the Services.

NO WAIVER

Excluding terms regarding compliance with laws and regulations, 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.

SEVERABILITY

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.

SURVIVAL

All provisions of these Terms relating to payment, compliance with laws and regulations, use of Consumer Reports and other information provided through the Services, audit rights, confidentiality, IP and data ownership, and dispute resolution will remain in effect after You are no longer using the Services.

ENTIRE AGREEMENT

These Terms, and any other terms and conditions that We establish on Our Platform, constitute the entire agreement between You and Us unless otherwise agreed to in a writing signed by both parties. 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.

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