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CLIENT AGREEMENT 

This Client Agreement (hereinafter “Agreement”) is made and entered into by and between Corporate Screening & Investigations, Inc., P.O. Box 161001, Rocky River, OH 44116 (“CSI”), and

 (“Client”). This Agreement shall be effective on the date of the last signature below (the “Effective Date”). 

RECITALS 

WHEREAS, Client plans to access certain public record information and other information from CSI for lawful reasons; 

WHEREAS, CSI and Client desire to further define the terms by which information will be made accessible by CSI to Client; 

NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, CSI and Client hereby agree as follows: 

TERMS 

1. Client’s Certification of Legal Compliance.  Client certifies that the information it accesses from CSI will not be obtained or used in violation of any applicable federal, state or local laws. Client accepts full responsibility for complying with all such laws and for using the information it accesses from CSI in a legally acceptable fashion. Client certifies to CSI that any information accessed from CSI (whether about an individual or organization) will not be used for any purpose covered by the Fair Credit Reporting Act (“FCRA”).  Client understands and agrees that it is strictly prohibited from using any information accessed from CSI for employment purposes, license-related purposes, credit purposes, insurance underwriting purposes, or any other purpose that is governed by the FCRA. 

Client certifies that it shall only obtain and use information from CSI for the purpose below:  

Potential business investments or relationship, vendor selection, business trade association membership, or securing a commercial loan.

Client represents and warrants that it shall not obtain or use information from CSI for any other reason or purpose. ​

2. Presentation Of Consent Paperwork.  If Client is seeking information about an individual for the purpose identified in Section 1, Client shall obtain written consent from the individual so as to ensure appropriate levels of transparency. Client may request that CSI obtain such consent on its behalf.  If Client makes such a request, Client may either request that CSI supply Client’s independently-developed paperwork or request that CSI supply CSI’s sample paperwork. Client understands and agrees that if it opts to have CSI supply and obtain consent paperwork on its behalf, Client shall remain entirely and exclusively responsible for ensuring that the content of such documents complies with all applicable laws related to the individual.  Client understands that it may provide written notice to CSI at any time stating that it will obtain consent on its own rather than through CSI’s help.  CSI will honor any such instruction.  Client shall indemnify CSI and its affiliates and subsidiaries and their respective officers, directors, employees, agents, and insurers from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any third-party claims, assertions, demands, causes of action, suits, proceedings or other actions by any third party (including, without limitation, the Consumer), whether at law or in equity, related to CSI’s participation in securing consent on Client’s behalf.   

3. No Legal Advice From CSI. Client acknowledges the importance of complying with its obligations under applicable law and agrees that it will consult with legal counsel as appropriate regarding the acquisition and use of information from CSI. Client understands and acknowledges that CSI is not a law firm and does not provide legal advice in connection with its services. Client understands that any communications by CSI’s employees or representatives are not to be considered or construed in any way, directly or indirectly, as legal advice.  Client understands that sample forms or documents made available by CSI to Client, including, but not limited to, sample information request forms, are offered solely as a courtesy and should not be construed as legal advice. Client shall consult with counsel to make sure that it is using appropriate documents that comply with any and all applicable federal, state, and local laws.  Use of CSI’s sample documents—including any documents designed to obtain an individual’s consent for public records to be obtained about them—is entirely optional. Therefore, if Client chooses to use CSI’s sample documents in part or whole, Client agrees that such documents should be considered its own (not that of CSI), and Client accepts full and exclusive responsibility for the content, formatting, and use of such documents.    

4.    Obligations As To Information Accessed From CSI. 

A. Decision-making.  Client accepts full responsibility for any action premised in part or whole on information accessed from CSI. 

B. Client’s Information Security Obligations.  Client agrees to do the following in order to preserve the security of the information being accessed pursuant to this Agreement: 

• Prevent Misuse Of Information.  Client shall only access information for one-time use. Client agrees to take appropriate measures so as to protect against the misuse and/or unauthorized access of such information. Client agrees that CSI may temporarily suspend Client’s access pending an investigation of Client’s use or access. Client agrees to cooperate fully with any and all investigations. If any misuse or unauthorized access is found, CSI may immediately terminate this Agreement. 

• Properly Maintain The Client Account.  Client is responsible for the administration and control of Account IDs by its employees and third parties and shall identify a security administrator to coordinate with CSI. Client shall manage all Account IDs and notify CSI promptly if any Account ID becomes inactive or invalid. Client shall follow the policies and procedures of CSI with respect to account maintenance as communicated to Client from time to time. 

• Limit Access Within Organization.  Client shall disclose information accessed from CSI internally only to Client’s designated and authorized employees having a need to know and only in accordance with the Agreement and applicable law. Client shall ensure that such designated and authorized employees shall not attempt to obtain any information on themselves, associates, or any other person except in the reasonable exercise of their official duties. 

• Limit Distribution Outside of Organization.  Client shall hold any information obtained from CSI in strict confidence, and not disclose it to any third-parties except as necessary to comply with the law. 

5. Warranties, Remedies, and Indemnification. 

A. Client understands that CSI obtains information “AS IS” and, therefore, is providing the information to Client “AS IS”͘. CSI makes no representation or warranty whatsoever, express or implied, including, but not limited to, implied warranties of merchantability or fitness for particular purpose. CSI expressly disclaims any and all such representations and warranties. 

B. In addition to any indemnification obligations set forth elsewhere, Client shall indemnify, defend, and hold harmless CSI, its vendors and service providers, affiliates, and subsidiaries and their respective officers, directors, and employees from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity (“Claims”) to the extent caused by: (i) any material breach by Client of this Agreement or addenda to this Agreement (including but not limited to Client’s promise not to use CSI’s information for any FCRA-covered purpose), (ii) Client’s violation of applicable laws or ordinances, or (iii) Client’s negligence, misconduct, recklessness, errors or omissions. 

C. CSI shall not be liable to Client for any consequential, incidental, punitive, special, exemplary or indirect damages (including lost profits or lost savings), even if advised of the possibility of the occurrence of such damages. CSI’s aggregate liability shall not exceed the total fees paid to CSI during the twelve (12) month period immediately preceding the date in which such liability arose. If the claim arises in the first twelve months of the Agreement, the liability cap will be determined by multiplying by 12 the average monthly fees paid by Client in the months preceding the claim. The prices offered to Client are premised on this cap on damages. 

6. Fees and Invoices.  Client shall be responsible for paying all fees for services rendered to it, consistent with Exhibit A. In addition to service fees, Client shall be responsible for all data access charges or similar charges incurred by CSI in carrying out the requested searches (e.g., applicable court access costs or surcharges levied by federal, state, county governments, or governmental agencies, or other third-parties for access to information). Client shall also be responsible for charges resulting from Client’s own errors (e.g., inputting data incorrectly or making duplicate requests). CSI may increase its fees for service at any time upon 30 days’ written notice. Client will be billed upon report completion for each completed background check package. Invoices are considered past due after thirty (30) days from the date of invoice. Unpaid balances thereafter are subject to a monthly interest charge of up to 1.5% per month from the date of the invoice until the obligation is paid in full, as allowed by law. Client shall review all invoices furnished and shall notify CSI of any discrepancies within thirty (30) days of receipt of the invoice. Absent an appropriate notice within thirty (30) days, the invoice will be deemed approved and accepted by Client. If it becomes necessary for CSI to pursue any collection of any amount due from Client under this Agreement, in addition to the principal amount due and interest, CSI shall be entitled to recover its costs of collection including, without limitation, reasonable attorney’s fees, as allowed by law. 

7. Scope of Information Provided. CSI shall seek out and deliver information consistent with the service descriptions set forth on Exhibit A & C, and Client’s selections on Exhibit B. Client understands that it must review and consider the scope of a search before placing an order with CSI. Client also understands that it will not receive information from CSI that falls outside of a requested search, and that it will not receive information that CSI determines—in its sole discretion—to be unreportable under applicable law. 

8. Miscellaneous. 

A. Term.  This Agreement may be terminated by either CSI or Client for any reason whatsoever upon thirty (30) days’ prior written notice to the other party. Notwithstanding the above, CSI may terminate this Agreement immediately upon written notice if Client is the debtor in a bankruptcy action or in an assignment for the benefit of creditors or if Client undergoes a change in ownership. In addition, CSI may terminate the Agreement immediately if it determines in its sole discretion that Client has violated the Agreement or a separate legal requirement, or if it determines that there has been a material change in existing legal requirements that adversely affects the Agreement. 

B. Counterparts; Facsimile Signatures.  This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 

C. Independent Contractor. Each party is and shall remain an independent contractor. Neither party is authorized to assume or create an obligation or responsibility, express or implied, on behalf of or in the name of the other party or to bind the other party in any manner. 

D. Address Change.  Client shall notify CSI if Client changes its name or address. 

E. Information for “Vetting Purposes”.  Client shall be expected to provide certain information to CSI regarding the nature of its business so that CSI may appropriately “vet” Client before providing information. 

F. General Legal Compliance.  Client shall comply with all laws applicable to its accessing, receipt, or use of information from CSI. 

G. Audits.  CSI shall have the right to conduct periodic audits of Client’s compliance with this Agreement. The scope and frequency of any audit shall be at the reasonable discretion of CSI. Any violations discovered as a result of such audit may be cause for immediate action by CSI, including, but not limited to, immediate termination of this Agreement. 

H. Forum Selection and Choice of Law.  Ohio law and federal law will govern this Agreement for all matters except for collections. The parties agree that any legal disputes other than collection matters will be handled in the appropriate state court in Ohio or the appropriate federal court in Ohio. Both parties agree that personal jurisdiction exists in Ohio.  

I. Validity of Agreement.  The invalidity or unenforceability of any one provision of this Agreement shall not impair the validity and enforceability of the remaining provisions. 

J. Force Majeure.  The obligation of CSI to perform under this Agreement shall be excused if caused by matters beyond its reasonable control, including, without limitation, government regulation or law, war or insurrection, civil commotion, destruction of production facilities or material by earthquake, fire, flood, storm or other natural disaster, labor disturbances, epidemic or failure of suppliers, public utilities or common carriers. 

K. Successors and Assigns.  This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided, however, Client shall not assign or otherwise transfer this Agreement or any interest herein without the prior written consent of CSI. 

L. No Third-Party Beneficiaries.  Except as specifically provided for herein, this Agreement shall not confer any rights or remedies upon any person other than the parties hereto and their respective successors and permitted assigns. 

M. No Waiver.  The failure of either party to insist on prompt performance of their duties shall not constitute a waiver of that duty. 

N. Exhibits and Schedules Incorporated.  All Exhibits and Schedules attached hereto are incorporated herein. 

O. Survival.  The following provisions shall survive termination of this Agreement:  2, 3, 4, 5, 6, and 8H. 

P. Entire Agreement.  This Agreement and any attachments hereto constitute the entire agreement between the parties related to the subject matter herein and supersedes all prior understanding, written or oral, between the parties with respect to the subject matter hereof. No changes or alterations may be made to this Agreement unless in writing signed by duly-authorized representatives of each party to this Agreement. 

Exhibit A: Packages & Pricing

The packages listed below contain our suggested packages, we can customize packages to fit your needs. The packages listed below include a specific amount of names and jurisdictions searched. Additional names/jurisdictions have extra fees.

Company - Advanced Investigation

• Included Searches:
  • Corporate Record Verification
  • Global Sanctions & Watchlists (KYC, AML, PEP, OFAC, OIG, 1400+ Sources)
  • Bankruptcy, Lien, & Judgment Record Search - National
  • Negative Media Search - Global
  • Bankruptcy Record Search - Federal
  • Civil Record Search - Federal
  • Criminal Record Search - Federal
  • Civil & Judgment Record Search - County
  • Business Credit Report
  • Civil Record Search - National

Standard Package Cost Absent Customization……………………………$299.00

Company - Deep Dive Investigation

• Included Searches:
  • Corporate Record Verification
  • Global Sanctions & Watchlists (KYC, AML, PEP, OFAC, OIG, 1400+ Sources)
  • Bankruptcy, Lien, & Judgment Record Search - National
  • Negative Media Search - Global
  • Bankruptcy Record Search - Federal
  • Civil Record Search - Federal
  • Criminal Record Search - Federal
  • Civil & Judgment Record Search - County
  • Lien Search - Local
  • Business Credit Report
  • Ultimate Beneficial Ownership Identification
  • Civil Record Search - National
  • Online Reputation Search

Standard Package Cost Absent Customization……………………………$599.00

Officer - Advanced Investigation

• Included Searches:
  • Criminal Record Search - County
  • Global Sanctions & Watchlists (KYC, AML, PEP, OFAC, OIG, 1400+ Sources)
  • Identity Verification
  • Civil Judgment, Bankruptcy, Lien, & Record Search - National
  • Criminal Record Search - Federal
  • Negative Media Search - Global
  • Bankruptcy Record Search - Federal
  • Civil & Judgment Record Search - County
  • Civil Record Search - Federal
  • Criminal Record Search - National

Standard Package Cost Absent Customization……………………………$199.00

Officer - Deep Dive Investigation

• Included Searches:
  • Bankruptcy Record Search - Federal
  • Business Association Search
  • Civil & Judgment Record Search - County
  • Civil Judgment, Bankruptcy, Lien, & Record Search - National
  • Civil Record Search - Federal
  • Civil Record Search - National
  • Criminal Record Search - County
  • Criminal Record Search - Federal
  • Criminal Record Search - National
  • Global Sanctions & Watchlists (KYC, AML, PEP, OFAC, OIG, 1400+ Sources)
  • Identity Verification
  • Lien Search - Local
  • Negative Media Search - Global
  • Social Media Search

Standard Package Cost Absent Customization……………………………$599.00

Additional  Notes
* Packages include a specific number of covered names and jurisdictions. If a client customizes a package by adding additional names or jurisdictions, additional fees will apply (see below).
** Court costs/fees associated with searches will be separately billed to a client, unless covered in the package price above.  (e.g. Court Fees)
***Package prices do not include a “unlimited scope” review of located criminal files/records.  A client must make separate arrangements (at separate prices) for such reviews.
****By request,  CSI can provide the Client a final specific quote price for each order before any work takes place. 

Package Customization

Additional Names To Be Searched 

Each background check package a specific number of names (see package for the amount).   Additional names may be added by client to its package or by an investigator. Investigators will seek approval from client before proceeding with any additional names and costs.

Additional Jurisdictions To Be Searched

Each background check package covers a specific number of jurisdictions (see package for amount). Additional jurisdictions may be added by client to its package or by an investigator. Investigators will seek approval from client before proceeding with any additional jurisdictions and costs.

Exhibit C: Search Scope & Criteria

• County and Federal Criminal search results are limited to pending actions and/or convictions within the last ten years.

• County and Federal Civil search results are limited to pending actions against the subject of the report and actions that have resulted in either a known settlement or judgment against the subject of the report within the last ten years.

• Lien search results are limited to pending liens or liens that have been active at some time within the prior ten years.

• Results verified by an investigator may be subject to a limit on the number of records within the last 10 years per search. Results within the last 10 years that have not been verified and are based solely on name matches will be included in the investigation report as unverified results. Clients may request further details on additional verified results for an additional fee.

• All database search results are limited to pending actions, convictions, known settlements, and judgments.

Additional  Options

The price for other types of search customization shall depend on the specific request made.  Please contact CSI for further details.

In signing this Agreement on behalf of Client, the individual below hereby certifies that he/she has direct knowledge of the facts addressed above and that he/she is authorized to execute this Agreement on behalf of Client.