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Recurring Monthly Service Agreement

This Reseller Agreement (the “Agreement”) is dated 8/11/2020 5:02:00 PM (the “Effective Date”) between Priority Backgrounds, LLC d/b/a Vantage Point Services, with its principal offices located at P.O. Box 1589, Fuquay, NC 27526 (“Priority Backgrounds”), and {your company - filled in below}, with its principal offices located at {your address - filled in below} (“Reseller”).

Whereas, Priority Backgrounds obtains information regarding criminal records of individuals (“Information”) from a variety of sources, including public court records, other information repositories and third-party researchers;

Whereas, Priority Backgrounds also offers a service called VPS Alert (“VPS Alert Services”) which is an automated data publishing service published 6 days per week, except for specified holidays, accessible on www.vpscreening.com (the “Website”), which produces a list or report of open North Carolina court case records that either fully or partially match some or all of the name and/or identifying information regarding individuals (“Subject Person”) identified using Reseller’s search criteria;

Now, therefore, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the parties agree as follows:

1. LICENSE GRANT

1.1 License Grant. Subject to the terms and conditions of this Agreement, Priority Backgrounds hereby grants to Reseller a limited, non-exclusive license to resell Information and VPS Services solely to Reseller’s clients for such clients’ use to evaluate persons for employment, promotion, reassignment or retention as employees, and for such clients’ internal business, provided that all such uses are in compliance with Applicable Laws (the “Permitted Purpose”).

1.2 License Limitations. Reseller shall: (i) provide Information and VPS Services to Reseller’s clients in full compliance with the 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 regarding the access, use or disclosure of Information, including without limitation of consumer reports (the “Applicable Laws”); (ii) provide Information and VPS Services solely pursuant to written agreements with Reseller’s clients requiring such clients to (a) comply with all duties of users of consumer reports, including without limitation obtaining and retaining any required consents and provision of all disclosures, reports and descriptions of consumers’ rights in accordance with the Applicable Laws, and (b) use the Information and VPS Services solely for the Permitted Purpose in full compliance with all federal and state laws and regulations, including without limitation the Applicable Laws; (iii) obtain from its clients in advance written certifications as to compliance with all duties of users of consumer reports and that Information, VPS Services and any reports or records provided in connection therewith shall be used solely for the Permitted Purpose in full compliance with the Applicable Laws and not in violation of any federal or state equal employment opportunity laws or regulations; and (iv) hold in strict confidence and not disclose or share with any third party the Information, VPS Services or any reports or records received in connection therewith, except as permitted under this Agreement or as otherwise required under the Applicable Laws. Reseller shall retain written records of all permitted activities of Reseller and Reseller’s clients under or in connection with this Agreement, including without limitation all written agreements, certifications and consents required by this Section 1.2 and all reports and records provided to Reseller clients in connection with the services provided hereunder for five (5) years following such activities. Reseller shall permit representatives of Priority Backgrounds to inspect at all reasonable times any and all such records for the purpose of verifying compliance with the terms and conditions of this Agreement.

1.3 Reseller Obligations. Pursuant to Priority Background’s Licensing Agreement (“NCAOC Agreement”) with the North Carolina Administrative Office of the Courts (“NCAOC”), Reseller agrees as follows: (i) Reseller shall not provide inaccurate data to its clients; (ii) Reseller shall update its records, in chronological order, with any extract of new, updated, or deleted records from a recurring extract within twenty-four (24) hours of the updated extract file’s availability on the NCAOC extract server; (iii) if Reseller has access to the Automated Criminal/Infractions System (“ACIS”) Historical Demographic Extract each quarter, as provided and maintained by the NCAOC, Reseller will completely replace its historical extract within twenty-four (24) hours of the quarterly extract’s availability on NCAOC’s extract server; (iv) Reseller shall not provide to any of its clients any data other than the data in its most recently updated records; (v) if Reseller has access to the ACIS Demographic Extract, as provided and maintained by the NCAOC, each time Reseller updates its records, Reseller will purge from all of its records, in all forms, all data related to a case prefaced by the “delete” instruction code in the ACIS Daily Demographic Extract. No deleted record will be made available in any way or form to any person at any time for any reason. Nothing in this provision shall prevent Reseller from retaining backup copies of each file received of the ACIS Daily Demographic Extract, but such backup copies may be retained only for the purpose of database restoration and shall not be made available in any form or to any person at any time for any reason. This duty shall survive the termination of this Agreement and shall be observed by Reseller forever; (vi) Reseller shall not state that its source for data was the NCAOC, since Reseller did not receive information directly from the NCAOC; (vii) Reseller shall comply with all procedures and security measures associated with the use of the Website and the services as posted on the Website, as such procedures and security measures may be revised from time to time; and (viii) Reseller shall not remove or modify any disclaimers that appear (a) on reports or records, or (b) at any search access portal made available hereunder, and shall ensure that any third parties to which Reseller makes available such reports or records agrees in writing to the terms of this subsection (viii).

1.4 Source of Information and Reports. Reseller acknowledges and understands that the Information, the VPS Services and the reports and records generated thereby have been compiled from public records and other third party sources, and that the Information and the VPS Alert Services, including but not limited to such reports and records, 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 Reseller and/or Reseller’s clients. Reseller acknowledges and understands that Priority Backgrounds: (i) will not render any opinions on or in connection with the Information and VPS Alert Services; (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 unauthorized parties can interrupt access to the Information and the VPS Services and that Priority Backgrounds cannot and shall not be liable for such interruptions; and (iv) that, by providing the Information and the VPS Services, Priority Backgrounds makes no representation or assertion of any illegal action by any person.

1.5 Search Criteria. Reseller’s clients must provide search criteria related to Subject Persons in order to access the Information and the VPS Services, which includes at least one individual identifier in addition to Subject Person’s name (collectively, “Search Criteria”). Such identifier (in addition to name) must include at least one of the following: (a) Subject Person’s date of birth; (b) the last four digits of Subject Person’s social security number; or (c) Subject Person’s driver’s license number. In the event that Search Criteria is either incomplete, or inaccurate, the results of the Information and VPS Services may be incomplete and inaccurate. Priority Backgrounds is not responsible for incorrect or incomplete Information, VPS Services, or records or reports resulting from inaccurate or incomplete Search Criteria, and Reseller shall assume full responsibility and liability therefor.

1.6 Intellectual Property. As between the parties, the Information, the VPS Services, the Website and all related software and all copyrights, trademarks and other intellectual property rights therein, are the exclusive property of Priority Backgrounds. Reseller shall not reproduce or distribute any proprietary content of Priority Backgrounds 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.

2. PRICE AND INVOICES.

Reseller shall pay Priority Backgrounds the license fee as specified in Attachment A hereto (as such Attachment A may be modified from time to time by Priority Backgrounds). All Priority Background invoices shall be due and payable within thirty (30) days of the invoice date.

3. TERM AND TERMINATION

3.1 Term This Agreement shall terminate upon either party giving the other party at least thirty (30) days prior written notice.

3.2 Termination. This Agreement may be terminated by any party at any time upon thirty (30) days written notice in the event of a material breach of the terms of this Agreement by any other party, provided the other party has not cured such breach within the notice period.

3.3 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. Upon any termination of this Agreement, Reseller shall, at its own expense, promptly destroy or return to Priority Backgrounds all Information and all information and data provided hereunder and stored by Reseller in any tangible or intangible forms. If requested, Reseller shall provide to Priority Backgrounds satisfactory proof and certification by an officer of Reseller of such return or destruction.

4. WARRANTY DISCLAIMER.

RESELLER AGREES THAT THE INFORMATION, THE VPS SERVICES, AND THE REPORTS AND RECORDS GENERATED IN CONNECTION THEREWITH ARE PROVIDED “AS IS” AND PRIORITY BACKGROUNDS DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES WITH REGARD TO THE INFORMATION, THE VPS SERVICES, AND SUCH REPORTS AND RECORDS (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 THE VPS SERVICES, OR THAT THE INFORMATION OR VPS SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. RESELLER HEREBY RELEASES PRIORITY BACKGROUNDS, 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.

5. LIMITATION ON LIABILITY.

IN NO EVENT SHALL PRIORITY BACKGROUNDS, ITS OFFICERS, EMPLOYEES, LICENSORS AND SUPPLIERS BE LIABLE TO RESELLER, OR ANY RESELLER CLIENT OR SUBJECT PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS OR REVENUE, LOST SAVINGS, LOSS OF USE OF INFORMATION OR VPS SERVICES 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 OR AGREEMENTS CONTAINED IN THIS AGREEMENT, WHETHER OR NOT PRIORITY BACKGROUNDS 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, THE VPS SERVICES, OR THE RECORDS AND REPORTS GENERATED IN CONNECTION THEREWITH. IN NO EVENT SHALL PRIORITY BACKGROUNDS’ AGGREGATE LIABILITY TO RESELLER 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 PRIORITY BACKGROUNDS FROM RESELLER UNDER THIS AGREEMENT FOR THE INFORMATION OR VPS SERVICES TO WHICH THE LIABILITY RELATES.

6. INDEMNIFICATION.

Reseller will indemnify and hold Priority Backgrounds and its officers, directors, employees, suppliers and licensors 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) Reseller’s or Reseller’s clients’ use of Information or any results, extracts or other work product derived therefrom; (ii) Reseller’s or Reseller’s clients’ use of VPS Services or any records, reports, results, extracts or other work product derived therefrom; or (iii) any breach of any covenant or agreement to be performed by Reseller hereunder.

7. GENERAL

7.1 Relationship of Parties. Priority Backgrounds and Reseller 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 Priority Backgrounds and Reseller, 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 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 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, Reseller may not assign or otherwise transfer its rights, interests or obligations under this Agreement without Priority Backgrounds’ prior written consent. Any attempted assignment not in compliance with this Section 6.7 shall be null and void.

Client or Priority Backgrounds may terminate this Agreement immediately for any reason at any time. Without limiting the prior sentence, Priority Backgrounds may terminate this Agreement or temporarily or permanently discontinue any or all Services to Client at any time, immediately without prior notice or liability, for any conduct which Priority Backgrounds suspects to violate this Agreement or to be otherwise harmful to Priority Backgrounds s interest or the interest of others. Client agrees that its sole and exclusive right and remedy with respect to any dissatisfaction with the Services or any provision of this Agreement is to terminate this Agreement as provided in this paragraph. This Agreement and any dispute or controversy arising our of or relating thereto shall in all respects be governed by and construed in accordance with the laws of the State of North Carolina, excluding its conflicts of laws principles. Except as otherwise stated above with respect to price changes, no changes in the Agreement may be made except by consent in writing by an officer of Priority Backgrounds; such changes shall be posted on the Website (or Client shall be notified by other means), and Client’s use of the Services after such posting or other notice shall be deemed Client’s acceptance of such change(s). This Agreement may be executed in any number of counterparts, and all such counterparts together shall constitute but one and the same instrument; this Agreement may be executed by facsimile signature(s), which shall be deemed for all purposes as original, handwritten signature(s) and fully valid. This Agreement represents the complete and exclusive statement of the agreement and understanding of the parties with respect to the Services provided hereunder, and supersedes all prior oral or written negotiations, representations, agreements, understandings and statements.

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