Terms and Conditions
ONLINE SERVICE AGREEMENT
This Services Agreement is made between the account holder (“Customer”) and Hopstick, LLC (“VeraTrack”) having offices at 417 Cattell Street, Easton, PA 18042
Use of www.VeraTrack.com is subject to the following terms and conditions, in addition to the terms and conditions of any signed agreement in place between Hopstick, LLC (“VeraTrack”) and Customer pertaining to use of www.VeraTrack.com. To the extent any term and/or condition of this on-line Service Agreement conflicts with any signed agreement pertaining to the services or materials accessed through www.VeraTrack.com, the provisions of that signed agreement shall control.
The following terms and conditions govern the use of VeraTrack’s services, including the online services available at www.VeraTrack.com (collectively the ‘Services’) and the information or records available therein (the ‘Materials’). Other provisions that govern the use of the Services are set forth in the applicable price schedule, the specific materials, online descriptions, online notices and such other notification that may be available (collectively ‘Additional Terms’), all of which are incorporated by reference into these General Terms and Conditions. These General Terms and Conditions, including the pricing, charges, Materials and payment terms may be changed from time to time by VeraTrack or its third party suppliers.
- Customer hereby requests the Services and Materials and warrants that this request is made by its authorized representative.
- Customer hereby authorizes VeraTrack to perform searches on Customer’s behalf or upon Customer request to monitor sessions and activities in the Services.
- Materials and features may be added to, withdrawn from, changed or restricted from the Services by VeraTrack without notice.
- Continued use of the Services utilized by Customer following any change constitutes acceptance of the change.
2. License and Scope of Use
- Customer is hereby licensed to utilize the Materials (including, but not limited to, display, print, download and e-mail) to the extent not prohibited by applicable law or by the terms of this Agreement.
- Except as specifically provided herein, Customer is prohibited from selling, publishing, sublicensing, or any other activities that would violate applicable law.
- Customer may not utilize the materials to develop its own source or database.
3. Term and Termination
- This Agreement shall continue until terminated.
- Either party may terminate this Agreement if the other party materially violates any term or condition of this Agreement and fails to cure said violation within thirty (30) days following receipt of notice thereof from the other party or if the other party:
- Terminates or suspends its business
- Becomes subject to any bankruptcy or insolvency proceeding under federal or state law;
- Or becomes insolvent or becomes subject to direct control by a trustee, receiver or similar authority.
- VeraTrack may terminate this agreement if Customer defaults in the payment of any fee(s) due hereunder or without prior notification, terminate Customer’s access to the Services or the Materials if VeraTrack is no longer authorized by a third party provider(s) to deliver the Materials, or if directed by a third party provider.
- Customer may terminate its access to the Services with prior written notice to VeraTrack if any change in services or the materials is unacceptable.
- VeraTrack or its suppliers may suspend, disrupt, terminate or discontinue providing the Services or Materials to Customer with or without notice.
4. Access To Services
- Customer will be provided a unique personal Identification Number (‘ID’) from VeraTrack to access and use the Services which must be kept confidential.
- Customer and its employees shall only access the Services through use of the assigned sign-on IDs.
- Each ID will be for the personal use of a single employee only.
- Customer shall not distribute or divulge a valid sign-on ID and/or password to anyone except to its employees.
- Customer is responsible for all charges as they relate to the use and activity charged to its sign-on IDs.
- VeraTrack retains the right to change any sign-on ID and/or password at its discretion and notify Customer sufficiently in advance so as not to interfere with Customer’s authorized continuous use of the Service(s). Access to Services must be discontinued simultaneously for any employee, with the end of that employee’s employment with Customer.
- Customer shall be liable, and indemnify VeraTrack, for all fees and all loss or damage caused by or resulting from the continued use of Customer’s sign-on ID(s) by terminated employees.
- Customer agrees to immediately notify VeraTrack if a security breach occurs or if the Customer suspects that a security breach may have occurred.
- To the extent the Services provided hereunder are accessed electronically, third-party software (sometimes called “spyware”) can infect a user’s computer and capture data without permission.
- VeraTrack is not responsible if any confidential data of Customer or its agents is compromised in this manner, unless the spyware came from VeraTrack.
- In order to protect its own data, VeraTrack reserves the right, without prior notice, to suspend access to any VeraTrack web application by any user or agent whose computer is infected in this manner until the infection is removed.
- VeraTrack will make reasonable efforts to notify the Customer beforehand, but circumstances may require prompt action.
- Customer agrees to pay VeraTrack all reasonable fees invoiced for the Services within thirty (30) days of receipt of the invoice.
- Such fees may include, but not be limited to, a query or inquiry of the Services.
- Customer is responsible for and shall pay all reasonable fees associated with the use of the Services.
- If payment is not received within 90 days of original invoice date, the outstanding invoices will be forwarded to a collections agency for payment and court action may take place in the jurisdiction of Hopstick, LLC.
- Fees are nonrefundable unless otherwise indicated in writing.
- VeraTrack reserves the right to amend the fees due on prior notice to Customer.
- Except for taxes based on VeraTrack’s income, Customer shall be responsible for payment to VeraTrack of all federal, state and local sales, excise, use or similar taxes in connection with Customer’s licensing or use of the Services hereunder unless Service Partner is deemed to be tax-exempt, at which point documentation from the state the corporate documents are filed in must be presented to show proof that Service Partner is exempt from paying federal, state, and local sales tax on services.
- Customer shall pay VeraTrack interest on all charges not paid within thirty (30) days at the rate of one percent (1%) per month or the maximum interest permitted by law, whichever is less.
- VeraTrack may suspend, disrupt or terminate Customer’s access to the Services, its account and any ID issued to Customer if payments to VeraTrack for the services provided become past due in violation of this agreement.
6. No Warranty
- Customer warrants to the data suppliers and VeraTrack that Customer proceeds at its own risk in choosing to rely upon the services or materials in whole or in part.
- Customer agrees that the data suppliers assume no responsibility for the accuracy of the information, errors that occur in the conversion of data or for Customer’s use of the information.
- Neither the third-party data suppliers, nor any third-party data suppliers to them (for purposes of indemnification, warranties and limitations on liability the third-party data suppliers and their data suppliers are hereby collectively referred to as third-party data providers), shall be liable to Customer for any loss or injury arising out of or caused in whole or in part by third-party data suppliers’ acts or omissions, whether negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting, communicating, or delivering the Services.
- Notwithstanding the foregoing, Customer does not waive claims arising out of VeraTrack’s gross negligence or willful misconduct.
- ALL MATERIALS AND PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, INCLUDING ANY WARRANTIES OR REPRESENTATIONS OF ACCURACY, TIMELINESS, CURRENTNESS OR COMPLETENESS.
- NEITHER VERATRACK OR ITS THIRD PARTY SUPPLIERS OR PROVIDERS MAKE REPRESENTATIONS, COVENANTS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, WITH RESPECT TO THE SERVICES, INFORMATION IN THE SERVICES OR MATERIALS DELIVERED OR THE MEDIA OR MEDIUM ON OR THROUGH WHICH THE SERVICES ARE DELIVERED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF CONDITION, QUALITY, DURABILITY, SUITABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IN RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARISING OUT OF OR CAUSED IN WHOLE OR IN PART BY VERATRACK’S ACTS OR OMISSIONS WHETHER NEGLIGENT OR OTHERWISE IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING OR DELIVERING THE SERVICES OR INFORMATION THEREIN.
- NEITHER VERATRACK NOR ITS THIRD PARTY SUPPLIERS/PROVIDERS SHALL HAVE ANY LIABILITY FOR CONCLUSIONS CUSTOMER MAY REACH FROM USE OF THE SERVICES OR MATERIALS.
7. Limitation Of Liability
- Neither VeraTrack or its third party suppliers/providers shall be liable for any loss, injury, claim, liability or damage of any kind resulting in any way from:
- Errors in or omissions from the Services or Materials available or not included therein
- The unavailability or interruption of the Services or Materials
- Use of the Services or Materials (regardless of whether Customer received any assistance from VeraTrack or any supplier/provider in using the Services or Materials)
- Customer’s use of any equipment in connection with the Services
- The content of the information provided through the Services
- Use of the content provided by the Services, Materials or Authorized Printouts by an authorized individual, user or organization, authorized user or other third parties.
- As referred to in this agreement Supplier/Provider means
- The provider of the Services (Hopstick, LLC), its affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assign of the provider of the Services or its affiliates; and
- Each third party supplier of Materials, their affiliates and any owner, officer, director, employee, subcontractor, agent, successor or assignee of any third party supplier of Materials or any of their affiliates.
- THE AGGREGATE LIABILITY OF THE SUPPLIER/PROVIDER IN CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING TO THE SERVICES OR MATERIALS SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL DIRECT DAMAGES.
- YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES THAT YOU MAY HAVE AGAINST ANY COVERED PARTY.
- THE SUPPLIER/PROVIDER SHALL NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) WITH RESPECT TO THE SERVICES OR MATERIALS DELIVERED OR THE MEDIUM OF DISTRIBUTION, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED IN TORT, CONTRACT OR OTHERWISE OR IN ANY WAY DUE TO OR RESULTING FROM OR ARISING IN CONNECTION WITH THE SERVICES OR MATERIALS.
- Customer agrees to indemnify, defend and hold harmless Supplier/Provider from and against any and all claims, liabilities, judgments, penalties, losses, costs, damages and expenses, including reasonable attorneys’ fees, of whatsoever kind or nature, arising by reason of or in connection with any act under or in violation of this agreement resulting from the use, disclosure, sale or transfer of the services or by virtue of Customer’s use of the Materials or any information obtained from Materials or through use of the Services, either directly or indirectly, except arising out of VeraTrack’s gross negligence or willful misconduct.
Any delay or failure in performance beyond the reasonable control of VeraTrack or any provider/supplier
8. Records, Audit and Credentialing
- Customer must maintain all records related to its order, purchase and use of the Services for a period of five (3) years from the date the Services are requested.
- The information retained and reports pursuant to this Section shall include, but not be limited to:
- The request date requested individual, requestor, and permissible purpose for the request, a signed release/authorization from individual about whom the request is made each time a request is made for employment purposes, and any other information sufficient to verify that the ordering and use of the Service complies with the terms of this Agreement (collectively the ‘Reports’).
- The Reports shall be made available to VeraTrack for review and copying within a reasonable time of any request, which shall be in writing, or to any government authority upon request.
- Customer shall keep accurate records and accounts in accordance with standard business and accounting practices.
- From time to time, not to exceed two (2) times per year, during regular business hours and at least ten (10) days prior written notice, VeraTrack shall have the right to audit, at its expense, the books and records of Customer to confirm compliance with the terms of this Agreement.
- Customer will provide full reasonable cooperation, and assure full reasonable cooperation by its employees in connection with such audits.
- Customer will provide VeraTrack access to such properties, records and personnel as VeraTrack may reasonable require for such purpose.
- Customer understands and acknowledges that various laws require VeraTrack to safeguard information which insurers, customers and other third parties entrust into VeraTrack’s care.
- VeraTrack maintains strict privacy and security polices to ensure that access to and use of said information is limited to authorized users and permitted purposes.
- In accordance with these policies, VeraTrack is required to verify that entities receiving its Services, products and materials are, in fact, approved and authorized to receive the specific product, content or service in question.
- Therefore, VeraTrack requires and Customer agrees to
- Reasonably cooperate with VeraTrack in connection with any pre-service review of Customer prior to permitting Customer to access or obtain information from VeraTrack under this Agreement;
- Reasonably cooperate with VeraTrack’s continued monitoring of Customer including the recertification of Customer’s credentials and usage patterns on a periodic basis to assure continued compliance with this Agreement and VeraTrack’s privacy and security policies.
- Pre-service review may include but not be limited to a verification of Customer’s type of business; confirmation that the stated permissible purpose for obtaining products is compatible with the type of business conducted by Customer; conducting a physical inspection of Customer’s premises to assure that it is a legitimate business facility, including the confirmation that advertisements and posted signs are compatible with Customer’s purported business and purposes; verifying the financial status of Customer; and verifying Customer’s business references, business phone and address records and web pages through the use of recognized third parties.
- Nothing contained herein shall be construed as conferring upon Customer or any user any license or right under any patent, copyright or trademark of VeraTrack or any third party.
- Customer acquires no proprietary interests in the Services, Materials or copies thereof.
- All rights, titles and interests (including all copyrights and other intellectual property rights) in the Services and Materials (in both print and machine-readable forms) belong to VeraTrack its suppliers or providers.
- Except as specifically provided herein, you may not use the Services or Materials in any fashion that infringes the copyrights or proprietary interests therein.
- You may not tamper with, alter or change any records or information from the Materials or Services.
- Except as otherwise provided herein, all notices and other communications hereunder may be in writing or displayed electronically in the Services by VeraTrack or its suppliers.
- All notices hereunder shall be in writing and shall be deemed to have properly been given when
- Delivered in person to the party;
- Delivered by a courier or a by a recognized overnight delivery service, having a delivery tracking and verification system (such as Federal Express, UPS, DHL) and charges prepaid; or
- When deposited in the United States mail, postage prepaid and properly addressed to the party notified at the addresses set forth below, unless written notice of change of address shall have been received prior thereto.
- Neither party may assign its rights or delegate its duties under this agreement without the prior written consent of the other party.
12. Relationship of the Parties
- The Parties will perform their obligations hereunder as independent contractors.
- Nothing contained in this Agreement will be deemed to create any association, partnership, joint venture, or relationship of principal and agent.
- The Parties will perform their obligations hereunder in a professional and business like manner.
13. No solicitation
- Customer agrees that it shall not hire or solicit for employment the Account Representative(s) or Team Leader(s) of VeraTrack during the term of this Agreement or for a period of one (1) year after the termination of this Agreement, without the written consent of the other Party.
- This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
- The provisions of this Agreement shall constitute the entire agreement between the parties and supersedes any and all previous and contemporaneous written and oral agreements and communications relating to the subject matter hereto between the parties.
- This Agreement may be modified only by written agreement, signed by the parties.
- The failure of VeraTrack or any third party supplier of Materials to enforce any provision hereof shall not constitute or be construed as a waiver of such provision or of the right to enforce it at a later date.
- Any waiver of a party of a breach of this Agreement shall not operate as or be construed to be a waiver of any other provision of this Agreement.
- The failure of a party to insist upon adherence to any term of this Agreement on one or more occasions shall not be considered a waiver and shall not deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.
- Any waiver of a provision of this Agreement must be in writing fully executed by both of the parties hereto.
16. No Breach or Violation
- Each party warrants that the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not result, directly or indirectly, in a breach of:
- Any term, condition or provision of or constitute a default under its certificate of incorporation or by laws of such party, or any contract other agreement or instrument to which the party is a party or by which the party is bound or affected, or
- Any law, statute or regulation or any injunction, order, award, judgment, decree of any government agency or authority or court to which the Party or its assets are subject.
- Each party warrants that it has the financial capacity to perform and continue to perform its obligations under this Agreement.
- No legal proceedings have been threatened or brought against a party that could threaten performance of this Agreement and entering into this Agreement is not prohibited by any contract, applicable law, governmental regulation, or order by any court of competent jurisdiction.
17. Other Agreements
- Each party warrants that it is not bound by any agreement or instrument with a third party that, individually or in the aggregate, impairs or adversely affects in any material way, or to the best of its knowledge, creates a conflict of interest that interferes or could reasonably be expected or be anticipated to interfere with its ability to perform its obligations under this Agreement.
18. FCRA NOTICE
- The Customer shall ensure that they obtain a signed authorization and release from the subject of their search PRIOR to running a search, if the search is for employment, housing or other purpose covered by the FCRA.
- Customer agrees to keep copies of these releases and to provide copies of all signed releases to VeraTrack or as reasonably requested by VeraTrack.
- All such copies shall be provided to VeraTrack at its principal place of business; Hopstick, LLC, 417 Cattell Street, Easton, PA 18042
- Customer certifies that it will request, receive and use the Services and the materials in compliance with all applicable federal, state and local statutes, rules, codes and regulations, including but not limited to, the Fair Credit Reporting Act (“FCRA”) and its state equivalents, and including any changes, supplements or amendments to such statutes, rules, codes and regulations as well as any case law interpreting such statutes, rules, codes and regulations (collectively referred to herein as “The Laws”).
- Customer accepts the responsibility of understanding and for staying current with all applicable laws, specific state forms, certificates of use or other documents or agreements including any changes, supplements or amendments thereto imposed by the states (collectively referred to as “Specific State Forms”) applicable to Services or Materials.
- Customer hereby certifies that it has filed all applicable Specific State Forms required by individual states and that Customer agrees that if it receives Services or materials from a State requiring a state form, it will execute a copy of the appropriate State agreements and return to VeraTrack.
- Customer certifies that it shall use the consumer reports:
- Solely for the Customer’s certified use(s) and
- Solely for Customer’s exclusive one-time use.
- Customer shall not request, obtain or use consumer reports for any other purpose including, but not limited to, for the purpose of selling, leasing, renting, or otherwise providing information obtained under this Agreement to any other party, whether alone, or in conjunction with Customer’s own data, or otherwise in any service which is derived from the consumer reports.
- The consumer reports shall be requested by, and disclosed by Customer only to Customer’s designated and authorized employees having a need to know and only to the extent necessary to enable Customer to use the Consumer Reports in accordance with this Agreement.
- Customer shall ensure that such designated and authorized employees shall not attempt to obtain any Consumer Reports on themselves, associates, or any other person except in the exercise of their official duties.
- The Customer shall use each Consumer Report only for a one-time use and shall hold the report in strict confidence, and not disclose it to any third parties; provided, however, that the End User may, but is not required to, disclose the report to the subject of the report only in connection with the adverse action based on the report.