Relationship to Existing Agreement.
Section One: Platform and Services.
1.1.1 The “Platform” refers to GHRR’s consumer reporting software application and other software (including application logic (in source or object code form), databases, and user interfaces), integrations, and embedded business processes, which are used to provide the Services, whether said software is owned by GHRR or licensed to GHRR by third party licensors or developers. The Platform includes any modifications, error corrections, updates, enhancements, and upgrades to the Platform; any HTML code and/or Java applet(s) generated by or included in the Platform; the GHRR website through which the Platform is accessed; content included on the GHRR’s website and any information generated by or collected through use of the Platform; and any associated media, training materials, printed materials, and online or electronic documentation. The Platform provides both Customer user and Customer consumer interfaces to facilitate the data collection and consumer interaction steps for the background screening process.
1.1.3 Any capitalized terms not expressly defined herein shall have the meaning given to them in the Agreement.
1.2 Limited License. Subject to the terms of the Agreement, including Customer’s payment of all applicable fees, during the term of the Agreement, GHRR grants to Customer a non-exclusive, non-transferable, non-sublicensable right to access and use the Platform solely in connection with ordering and using the Services. All access to and use of the Platform and Services will be solely by Customer for Customer’s own internal business purposes and at all times in accordance with the Agreement, and any applicable separate agreement or documentation accompanying the Services or provided by GHRR.
1.4 Third-Party Services. The Platform may provide Customer with access to services developed, provided, or maintained by third-party service providers (“Third-Party Services”). In addition to the terms of the Agreement, access to and use of any Third-Party Services is also subject to any other agreement regarding those Third-Party Services (each, a “Third-Party Service Agreement”). The terms of any Third-Party Service Agreement (which may include payment of additional fees) will apply to the applicable Third-Party Services provided under that Third-Party Service Agreement in addition to the Agreement but will not apply to any other Services Customer may access through the Platform or obtain from GHRR. Except as set forth in the Agreement, the terms of any Third-Party Service Agreement will control in the event of a conflict between the terms of the Agreement and that Third-Party Service Agreement
Section Two: Accounts.
2.2 Responsibility. Customer is solely responsible for all use of each Account and all access to the Platform and Services through any Account. Customer remains solely responsible for the acts or omissions of its employees, agents, contractors, and consumers accessing any Account as if those acts or omissions were those of Customer and for compliance with the terms of the Agreement by each employee, agent, contractor, and consumer accessing any Account. Customer is solely responsible for all liabilities and damages incurred through the use of each Account or under any Account IDs (whether lawful or unlawful).
2.3 Account Information. Customer is solely responsible for all information provided in connection with establishing each Account (“Account Information”). Customer covenants and agrees that: (a) all Account Information will be accurate, complete, and current; and (b) Customer will maintain and promptly update all Account Information as necessary to keep it accurate, complete, and current.
Section Three: Platform Technology.
3.1 Conduct Prohibited. The technical platform, databases, software, hardware, and other technology used by or on behalf of GHRR and the structure, organization, and underlying data, information and software code thereof (collectively, the “Technology”), constitute valuable trade secrets of GHRR. Customer will not, and will not permit any third party to: (a) access or attempt to access the Technology except as expressly provided in this Schedule; (b) use the Technology in any unlawful manner or in any other manner that could damage, disable, overburden or impair the Technology; (c) use automated scripts to collect information from or otherwise interact with the Technology; (d) alter, modify, reproduce, or create derivative works of the Technology; (e) distribute, sell, resell, lend, loan, lease, license, sublicense or transfer any of Customer’s rights to access or use the Technology or otherwise make the Technology available to any third party; (f) reverse engineer, disassemble, decompile, or otherwise attempt to derive the method of operation of the Technology; (g) attempt to circumvent or overcome any technological protection measures intended to restrict access to any portion of the Technology; (h) monitor the availability, performance or functionality of the Technology; or (i) interfere with the operation or hosting of the Technology.
3.2 Intellectual Property. GHRR retains all right, title and interest, including all intellectual property rights in and to the Technology and any additions, improvements, updates and modifications thereto. Customer receives no ownership interest in or to the Technology and Customer is not granted any right or license to access or use the Technology itself, apart from Customer’s ability to access the Platform and use the Services under the Agreement. The GHRR name, logo and all product and service names associated with the Platform and Services are trademarks of GHRR and its licensors and providers and Customer is granted no right or license to use them.
Section Four: Disclaimer of Warranties, Liability Limitations & Hold Harmless.
4.1 This Platform is provided “As Is,” without warranty of any kind. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GHRR DISCLAIMS ALL WARRANTIES AND CONDITIONS OF QUALITY, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE PLATFORM AND ACCESS TO THE PLATFORM. GHRR DOES NOT WARRANT THAT THE OPERATION OF OR ACCESS TO THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE.4.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL GHRR OR ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR HARM OR INJURY TO PERSON OR PROPERTY) ARISING OUT OF THE USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF GHRR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Last Updated ~ 03/15/2022