Service Agreement
This Service Agreement (the “Agreement”) is dated April, 19, 2024 (the “Effective Date”) between Priority Backgrounds, LLC, with its principal offices located in Fuquay Varina, NC 27526 , and {your company}, a customer of PB and user of its Services.
Whereas, as used herein, PB shall mean and include Priority Backgrounds, LLC, its owners, members, shareholders, its affiliates, parent company, and its related entities, and shall specifically include all systems, websites, applications, databases, records, and technologies used to support this Agreement (collectively, “PB”).
Whereas, PB obtains a variety of information or records from various sources, including but not limited to, courts, governmental agencies, public records, publicly available sources, and other information repositories, and third-party researchers, including the services described in Attachment A hereto, (“Information”) and delivers such Information through its websites, applications, systems, APIs, databases, and servers, (collectively, the “Services”);
Whereas, Subscriber is in the business of providing information or information services for a variety of purposes, including but not limited to providing background checks for employment or tenant screening purposes to its customers, and/or is a user of the Services or Information for its own use, including but not limited to conduction background checks on applicants, volunteers, prospective employees or tenants.
Now, therefore, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the parties agree as follows:
- LICENSE GRANT
1.1 License Grant. Subject to the terms and conditions of this Agreement, PB hereby grants to Subscriber a limited, non-exclusive license to access and use Information for its appropriate business purposes including providing such Information to Subscriber’s clients for such clients’ legitimate and appropriate business use, including for such clients’ internal business, provided that all such uses are in compliance with Applicable Laws (the “Permitted Purpose”).
1.2 License Restrictions. Under the license granted herein, Subscriber shall use and provide Information in full compliance with the applicable provisions of the Fair Credit Reporting Act (15 U.S.C. § 1681 et seq.), the Driver’s Privacy Protection Act (18 U.S.C. § 2721 et seq.) and all other applicable local, state and federal laws, rules and regulations, including without limitation those regarding the access, use, or disclosure, of Information or consumer reports (the “Applicable Laws”) and as may be applicable to Subscriber’s or its clients usage of such Information. Should any access or use of the Information require the prior written consent of the subject or person identified in the Searches or Information, under any applicable laws, (“Consent”), Subscriber shall use reasonable efforts to obtain such Consent, or require its customers/clients to obtain such Consent, in compliance with any applicable laws.
1.3 Subscriber Obligations. In addition to any other obligations created herein, Subscriber shall use reasonable methods, processes, and procedures, consistent with industry standard best practices, to (i) provide accurate copies of the Information it provides to its clients; (ii) provide appropriate security measures in its systems and practices so as to minimize unauthorized access to the Information; (iii) pay all amounts due from invoices hereunder; (iv) require its clients/customers to comply with the FCRA and other applicable laws with respect to the Information, Searches, or Search Criteria; and (v) use the Information or Services in compliance with all applicable laws.
1.4 Source of Information and Reports. Subscriber acknowledges and understands that the Information provided by PB has been obtained or compiled from public records, governmental agencies, and other third party sources, and that the Information may be affected by the completeness and accuracy of the record-keeping practices of third parties that collect and maintain such information, the availability of such information from such third parties, and the accuracy and completeness of the Search Criteria (as defined below) used by Subscriber and/or Subscriber’s clients. Subscriber acknowledges and understands that PB: (i) will not render any opinions on or in connection with the Information; (ii) is not responsible for the record-keeping practices of third parties such as, but not limited to: the N.C. Department of Motor Vehicles; the N.C. Administrative Office of Court; county, state and federal courts; state repositories; state and regional prisons; local police stations; federal civil courts and bankruptcy courts; state medical boards and other professional licensing organizations; and other local, state and federal entities; (iii) that modification, maintenance, system outages or interruptions of database systems by the NCAOC or other third parties can interrupt access to the Information and that PB cannot and shall not be liable for such interruptions; and (iv) that, by providing the Information to Subscriber, PB makes no representation regarding the accuracy of or use of the Information, for any particular purpose.
1.5 Searches and Search Criteria. Subscriber or its clients will be submitting or providing search criteria to PB as a search request, which PB shall use to search or query the Information and to provide the Information to Subscriber or its clients in response to such search request (“Search” or “Searches”). The Searches may identify a subject or person and will include, but not be limited to, a person’s name, date of birth, social security number (or portions thereof), jurisdiction to be searched, scope of search, or driver’s license number, among other things (individually and collectively the “Search Criteria”). Should any part or portion of the Search Criteria be incomplete, inaccurate, or otherwise contain any error(s) related to the Search intended, the results of the Searches and the Information provided therefrom may in turn be incomplete or inaccurate. PB is not responsible for incorrect or incomplete Searches or Information resulting from the Search Criteria as submitted from the Searches or from any inaccuracies or errors from the source Information. Subscriber acknowledges that PB has no way of knowing if the submitted Search or Search Criteria is accurate or complete as it may relate to a specific person or subject that Subscriber or its clients intend to search.
1.6 Intellectual Property. As between the parties, the Information and all related systems, software, applications, and all copyrights, trademarks and other intellectual property rights therein, are the exclusive property of PB. Subscriber shall not reproduce or distribute any proprietary content of PB or sublicense any of the rights granted under this Agreement. Only the licenses expressly granted herein shall be of legal force and effect. No license rights shall be created hereunder by implication, estoppel or otherwise.
1.7. Usage. Subscriber is under no obligation, by virtue of this Agreement, to use the Information or the Services offered by PB. If Subscriber accesses, conducts Searches, or otherwise utilizes the Information or Services provided by PB under this Agreement, then Subscriber is continuing to accept the terms of this Agreement for each use of the Services or Information.
- PRICE AND INVOICES.
2.1. Products. PB shall provide to Subscriber the products specified on Attachment A hereto and Subscriber shall pay to PB the fees specified in Attachment A hereto. PB may amend Attachment A from time to time by written notice to Subscriber. All invoices submitted to Subscriber by PB under this Agreement shall be due and payable to PB within thirty (30) days of the invoice date, payable in US dollars by check, credit card, ACH or such other transaction as agreed to by the parties.
- TERM AND TERMINATION
3.1 Term and Termination. This Agreement shall continue to govern the use and access of the Services and Information by Subscriber on an ongoing basis, should Subscriber utilize the Services or Information, and shall remain in force and effect for such time as Subscriber continues as a customer of PB, utilizing its Services.
3.2 Suspension for Non-payment. The services provided under this Agreement may be suspended by PB for non-payment of invoices should Subscriber fall behind on two (2) or more payments being overdue to PB. PB shall provide written notice to Subscriber prior to suspending the services under this provision and Subscriber shall have fourteen (14) days from such written notice to cure the non-payment issue(s) before the suspension is active.
3.2 Effect of Termination. Upon termination of this Agreement, all license rights granted herein shall immediately cease. Termination of this Agreement shall not relieve either party hereto of any obligation accruing to such party prior to such termination, or result in the waiver of any right or remedy by a party hereto accruing to such party prior to such termination, including payment for services rendered.
- WARRANTY DISCLAIMER.
SUBSCRIBER AGREES THAT THE INFORMATION AND THE REPORTS AND RECORDS GENERATED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND PB DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE INFORMATION, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION (A) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, (B) ANY WARRANTY OF QUALITY, FUNCTIONALITY, OPERABILITY, USE OR PERFORMANCE OF THE INFORMATION, (C) ANY WARRANTY OF THE ACCURACY, COMPLETENESS, TIMELINESS OR VALIDITY OF THE INFORMATION, OR (D) ANY WARRANTY OF THE CONTINUOUS AVAILABILITY OF THE INFORMATION OR THAT THE INFORMATION WILL BE UNINTERRUPTED OR ERROR FREE. SUBSCRIBER HEREBY RELEASES PB, ITS AGENTS, EMPLOYEES, SUPPLIERS AND LICENSORS FROM ANY AND ALL LIABILITY FOR INACCURATE OR INCOMPLETE INFORMATION CONTAINED IN INFORMATION, THE VPS SERVICES OR IN CONNECTION THEREWITH.
- MUTUAL LIMITATION ON LIABILITY.
IN NO EVENT SHALL EITHER PARTY, ITS OFFICERS, EMPLOYEES, LICENSORS AND SUPPLIERS BE LIABLE TO THE OTHER FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF INFORMATION OR ANY COMPONENT OF SUBPART THEREOF, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTED FACILITIES, EQUIPMENT OR SERVICES, OR OTHER ECONOMIC LOSS ARISING OUT OF BREACH OF ANY OF REPRESENTATIONS, WARRANTIES, OBLIGATIONS OR AGREEMENTS CONTAINED IN THIS AGREEMENT, WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER ANY CLAIM FOR RECOVERY IS BASED ON THEORIES OF CONTRACT, NEGLIGENCE OR TORT (INCLUDING STRICT LIABILITY) IN CONNECTION WITH THE PREPARATION, MAINTENANCE, TRANSMISSION, USE, OR OTHERWISE IN CONNECTION WITH THE INFORMATION OR THE RECORDS AND REPORTS GENERATED IN CONNECTION THEREWITH. IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER IN CONNECTION WITH THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, REGARDLESS OF THE FORM OF CLAIM OR ACTION, EXCEED THE TOTAL AMOUNT OF PAYMENTS ACTUALLY RECEIVED BY PB FROM SUBSCRIBER UNDER THIS AGREEMENT FOR THE INFORMATION SERVICES TO WHICH THE LIABILITY RELATES.
- INDEMNIFICATION.
6.1 Subscriber shall indemnify and hold PB harmless from and against any and all claims, demands, actions and liabilities (including damages, costs, expenses, reasonable attorneys’ fees and expert witness fees and costs) resulting from or arising out of (i) Subscriber’s or Subscriber’s clients’ use of Information or any results, extracts or other work product derived therefrom; or (ii) any breach of any covenant or agreement to be performed by Subscriber hereunder, including but not limited to compliance under the FCRA or other applicable law related to the Searches or services provided herein.
- GENERAL
7.1 Relationship of Parties. PB and Subscriber agree that each party’s legal relationship to the other under this Agreement is as an independent contractor. Nothing in this Agreement shall be deemed to create a joint venture, agency, partnership, or other relationship between PB and Subscriber, and neither shall have any power by virtue of this Agreement to enter into any contract or commitment on behalf of the other or to bind the other in any respect whatsoever.
7.2 Severability. In the event any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force.
7.3 Entire Agreement. This Agreement, including Attachment A hereto, constitutes the entire agreement and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to its subject matter. This Agreement and Attachment A may be amended, modified or supplemented only by a written agreement (referring specifically to this Agreement) of the parties.
7.4 Notices. All notices and other communications hereunder shall be in writing and may be delivered by regular mail, hand-delivery, e-mail communication, or by courier, to the parties at the addresses specified above (or at such other address for a party as shall be specified by like notice; provided that notices of a change of address shall be effective only upon receipt thereof). Any such notice shall be effective upon receipt, if personally delivered, or one day after delivery to a courier for next-day delivery.
7.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina, without giving effect to the provisions thereof relating to conflicts of law.
7.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same agreement.
7.7 Assignment. This Agreement and the rights, interests and obligations hereunder shall be binding upon, inure to the benefit of, and be enforceable by, the parties hereto and their respective successors and permitted assigns; provided, however, that, Subscriber may not assign or otherwise transfer its rights, interests or obligations under this Agreement without PB’ prior written consent. Any attempted assignment not in compliance with this Section 7.7 shall be null and void.
In consideration of the mutual obligations set forth in this Agreement, each party agrees to the terms and conditions contained herein and represents that this Agreement is executed by its duly authorized representative. PB has produced this Agreement as a part of its offering to Subscriber and therefore accepts the terms of this Agreement without signature, so long as they are not modified:
ATTACHMENT A
TO SERVICE AGREEMENT
This Attachment A is incorporated herein and made a part of the Agreement, for agreed upon services and fees provided by PB to Subscriber.
- PRODUCTS. The following products are being provided under the Agreement:
- North Carolina Statewide and County Criminal searches.
- FEES. The following fees are made a part of and are due and payable under the Agreement, including under Provision 2 of the Agreement:
- North Carolina Statewide Criminal search - $2.50 per Search.
- North Carolina County Criminal search - $1.50 per Search.
