PLEASE READ THESE STANDARD TERMS & CONDITIONS CAREFULLY. THEY AMEND AND SUPPLEMENT TERMS AND CONDITIONS CONTAINED IN A MASTER SERVICES AGREEMENT OR END USER AGREEMENT. BY ACCESSING, USING, ORDERING AND RECEIVING SERVICES FROM AND THROUGH THE PLATFORM, YOU ARE ACCEPTING AND AGREEING TO BE LEGALLY BOUND BY THE ADDITIONAL AND SUPPLEMENTAL TERMS AND CONDITIONS STATED HEREINBELOW.
Relationship to Existing Agreement.
Section One: Relationship of the Parties.Nothing contained in these Terms & Conditions (the “Terms”) shall be deemed to create a partnership, joint venture or similar relationship between the parties. The parties’ relationship shall be that of vendor and purchaser. Neither party shall hold itself out as having the authority to bind the other. All personnel and other agents employed by either party in connection with these are such party’s or its agent’s employees and not employees or agents of the other party. In providing Services, GHRR does not undertake to insure the Customer’s compliance with any laws or regulations governing the Customer, including any licensing requirement imposed by any state or federal entities. Customer is expected to understand its own compliance and licensing requirements.
Section Two: Confidentiality. The confidentiality of information furnished, received, and hosted by the parties under separate terms shall be governed by such terms relevant to the information at issue. For example, and for purposes of clarity, the confidentiality of GHRR’s consumer files, and the information contained therein, and of consumer reports issued therefrom, shall be governed by the Background Screening Terms and Conditions. All other confidential information not governed by specific terms shall be considered “General Confidential Commercial Information” (as defined hereinbelow) and shall be treated as follows. Each party agrees that (a) its relationship with the other party creates a relationship of confidence and trust between them with respect to each party’s General Confidential Commercial Information, (b) each party’s General Confidential Commercial Information has commercial value in the business in which such party is engaged, and (c) during the term of these Terms and at all times thereafter, each party hereto will hold the General Confidential Commercial Information of the other party in strict confidence and will neither use such party’s General Confidential Commercial Information nor disclose it to anyone, except to the extent necessary to carry out its obligations hereunder, or as specifically authorized in writing by a duly authorized representative of the other party. For purposes of these Terms, “General Confidential Commercial Information” means all sensitive, non-public commercial information disclosed by one party to the other, including (i) information about costs, profits, product or service pricing, markets, sales, and bids, if not known by a party’s trade generally, even though such information may have been disclosed to one or more third parties pursuant to specific agreements; and (ii) trade secrets or other commercially-valuable non-public information. “General Confidential Commercial Information” does not include information that is, or becomes through lawful means, and not as a result of any action or inaction of the other party, generally available to the public and known among businesses similar to such party as demonstrated by documentary evidence.
Section Three: Security. To the extent they possess General Confidential Commercial Information of the other party, the parties agree to maintain the physical and electronic security of said General Confidential Commercial Information. Each party shall institute and maintain all necessary and reasonable precautions to prevent the disclosure of and/or unauthorized access to General Confidential Commercial Information, including, but not limited to, implementing a comprehensive written data security program.
Section Four: Proprietary Interests. GHRR is in the business of providing information services. Any information supplied to Customer, irrespective of its format, is not “work made for hire.” To the extent the parties have executed a non-disclosure or confidentiality agreement prior to the execution of these Terms (hereafter, “Prior NDA”), the parties now hereby expressly agree that, notwithstanding anything to the contrary that may be contained in the Prior NDA, and as between GHRR and the Customer, GHRR remains the sole and exclusive owner of all right, title, and interest in and to its consumer files, all consumer information contained therein, and any consumer reports furnished therefrom. Unless otherwise provided for in a separate agreement between the parties, GHRR only grants to Customer a revocable, non-exclusive, non-transferable, limited license to use any information supplied for Customer’s internal purpose only. Customer shall not compile, store, aggregate, use, re-sell, distribute, or disseminate the information for commercial purposes.
Section Five: Equitable Relief.
5.1 Each party acknowledges and agrees that a violation of any of the provisions relating to Confidentiality, Security, Proprietary Interests, or Data hosting, transmission, and ownership found in these Terms or other relevant terms, by either party may cause irreparable and substantial damage and harm to the other party and could constitute a failure of consideration, and that money damages alone would be inadequate to compensate such other party for such violation(s) (hereinafter, the “Equity Provisions”). Accordingly, in the event of any breach or threatened breach by either party of these Equity Provisions, the other party may be entitled to obtain from any court of competent jurisdiction (in any jurisdiction) preliminary and permanent injunctive or other equitable relief to restrain any breach or threatened breach or otherwise to specifically enforce the provisions of those sections of these Terms, without the necessity of showing actual damages or furnishing a bond or other security, and in the case of a temporary restraining order, such relief may be granted ex parte and without the necessity of a full hearing on the evidence. Such remedy shall be cumulative and not exclusive and shall be in addition to any other remedy the aggrieved party may have including, without limitation, any right to recover damages and the repayment of all profits, compensation, commissions, remuneration and benefits directly or indirectly realized in connection with a breach of these Terms.
5.2 Each party agrees that if the other party obtains injunctive or other equitable relief, or any other remedy available at law, in order to prevent or restrain a breach or threatened breach of these Equity Provisions, the party that breached or threatened a breach will pay to the aggrieved party all costs (including reasonable attorneys’ fees) incurred by the aggrieved party in connection with any such action, suit or proceeding. The parties also agree they will not seek to avoid the Equity Provisions in any bankruptcy proceeding.
Section Six: Third Party Beneficiaries. Customer acknowledges that these Terms confer no benefits, rights or remedies, express or implied, upon any other third party.
Section Seven: Ambiguity. The parties acknowledge that they are both sophisticated in matters of business and commerce, that they have participated jointly in the negotiation of the terms of their contractual relationship, and that therefore these Terms shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting any portion of this instrument.
Section Eight: Force Majeure. A party shall be excused from performance under these Terms to the extent said performance is prevented by a force majeure. For purpose of these Terms, a force majeure includes, but is not limited to, acts of God, fires, floods, earthquakes, windstorms, accidents, explosions, riots, natural disasters, wars, sabotage, inability to obtain power or power curtailments or failures, inability to obtain internet access or internet access curtailments or failures, strikes, lockouts or other labor disputes, failure or breakdown of equipment or facilities, or the cessation or curtailment in whole or in part of operations or production.
Section Nine: Costs of Collection. If legal proceedings are instituted by GHRR to collect unpaid amounts due from the Customer for services rendered by GHRR, then GHRR shall be entitled to receive its reasonable costs of collection, including, without limitation, attorney’s fees and court costs.
Section Ten: Disputes. Any controversy or claim arising out of, or relating to, these Terms, and Services provided thereunder, including, without limitation, their implementation, validity, execution and interpretation, the breach of the performance thereof, or any third-party claims, demands, or liability arising out of, or related to, services rendered, shall be settled by arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (hereinafter, “AAA”). The arbitrator shall be selected from the panel maintained by AAA, unless otherwise agreed to by the parties. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1, et seq. The award of the arbitrator(s) shall be accompanied by a reasoned opinion written in English. With respect to any matters involving state statutory or state common law claims, the opinion shall be based upon, and shall apply, the law of the State of Delaware. Any award shall be subject to the agreed-upon limitations of liabilities and remedies set forth in these Terms or in any related agreements appended hereto now or in the future. The arbitrator is not empowered to award consequential, indirect, special, punitive or exemplary damages, and each party hereby irrevocably waives any damages in excess of actual damages. All arbitrations shall take place in the county and state of the principal place of business of the party not invoking arbitration, and judgment upon the award rendered by the arbitrator may be entered by any court having jurisdiction of thereof.
Section Eleven: Choice of Law. To the extent state law becomes relevant to the resolution of either a proceeding occurring pursuant to the Commercial Arbitration Rules or litigation in a court of law or equity, the law of the State of Delaware shall apply.
Section Twelve: Assignment. GHRR may assign the End User Agreement to a parent, subsidiary or affiliate of GHRR or if it is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all, or substantially all, of GHRR’s assets. Customer may not assign the End User Agreement without the express written consent of GHRR, which consent will not be unreasonably withheld.
Section Thirteen: Agreement to Transact End User Agreement Electronically.
13.1 As a lawfully organized commercial business entity, Company is agreeing to conduct contractual transactions with GHRR electronically. To that end, Company is agreeing to provide electronic signatures over the course of its relationship with GHRR.
13.2 During this electronic contract transaction, Company’s agent will be asked to "sign" one or more of the online documents with an electronic signature. Please read the following carefully regarding the electronic signature process. Company’s agent will be required to do the following in order to sign the contract electronically:
NOTE: The agent’s electronic signature will not be applied to the Contract until s/he correctly complete all of these steps.
13.3 Once the signature process is completed, the electronic signature of the agent will be binding upon the Company as if the agent had signed a paper document. The parties agree that a printout of the agreement may be accepted with the same authority as the original electronic version. The web application will provide a hyperlink by which the executed agreement can be downloaded into PDF format.
13.4 The agreement will be deemed to be accepted by GHRR upon GHRR’s fulfillment of Company’s first order for Services.
Last Updated ~ 03/15/2022