Services Agreement

YOU ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS CONTINGENT ON ETHUR RECEIVING AND APPROVING YOUR CUSTOMER CREDENTIAL APPLICATION. YOU WILL NOT HAVE AN ACCOUNT WITH ETHUR OR ACCESS TO THE PLATFORM OR REPORTS UNTIL ETHUR APPROVES YOUR CUSTOMER CREDENTIAL APPLICATION AND PROVIDES YOU WITH A USERNAME AND PASSWORD PROMPT. Any Approved Affiliates must submit their own Customer Credential Application and be separately credentialed.

In addition to this Agreement, You must create an Account and enter into an Order with Ethur before You can use the Platform. The Order will specify the Service Fees and Report(s) that apply.

During the Term and subject to the terms of the Agreement, You may access and use the Platform solely: (a) for Your own use of the specific Report(s) in the Order; and (b) via the Ethur API in compliance with its accompanying Documentation.

You represent and warrant that You shall: (a) not use, or attempt to use, the Platform for unauthorized purposes; (b) not use the Platform for the benefit of any third party without Ethur's prior written permission; (c) not copy, distribute, rent, lease, lend, sublicense or transfer the Platform; modify, decompile, reverse engineer, or disassemble the Platform; create derivative works; modify, remove, or obscure any copyright, trademark, patent or other notices; or use the Platform to develop a competitive product offering; (d) not use any agents, robots, scripts, spiders, or other automated means to access or manage the Platform; and (e) not allow Your personnel to access the Platform or order Reports for improper, illegal or unauthorized purposes.

Ethur will make API keys available to You to access the Ethur Platform. You are responsible for securing your API keys, and You agree not to publish or share them with any unauthorized persons. You will contact Ethur immediately if You become aware of any unauthorized use of Your API keys.

When requesting and using Reports, You must comply with all Laws, including the FCRA, anti-discrimination Laws, and state Laws. You certify and agree: (a) to request and use each Report only for the permissible purpose(s) to which You certified; (b) to use each Report for only a one-time use and within 30 days of its completion date; (c) to develop and follow reasonable procedures to comply with Laws; (d) to make adverse action decisions only in compliance with applicable Law; (e) to comply with Security Obligations in Section 5; (f) to hold Reports in strict confidence; (g) to provide all statutorily required notices; (h) to maintain up-to-date compliance locations; (i) to maintain complete records of consents, authorizations and disclosure forms; and (j) to obtain Consumer consent to receive notices electronically.

Under the ICRAA and CCRAA, if You are located in California or Your request pertains to a California resident, You certify that You have provided clear written disclosures, obtained written authorization, provided a means for the Consumer to request a copy of any Report, and will comply with California Civil Code Sections 1785.20 and 1786.40 in taking adverse action.

Under the Commonwealth's CORI law, You certify that You will: (a) provide Consumers with copies of criminal records in Your possession before asking about them; (b) send required pre-adverse and adverse action notices including criminal history records, sources, a copy of Your CORI policy, and information about correcting a criminal record; and (c) provide the Consumer with at least five business days to dispute the accuracy of the records before taking final adverse action.

You certify You comply with all international Laws including the GDPR. You agree to: (a) take into consideration the nature, scope and context of the certified purpose and only request screenings directly relevant and necessary; (b) only request screenings when a lawful basis of processing can be relied upon; and (c) limit use of Background Information to the certified purpose.

If You use a Report for Employment Purposes, You certify that: (a) a clear and conspicuous written disclosure has been made to the Consumer in a document consisting solely of the disclosure; (b) the Consumer has authorized in writing the procurement of the Report; and (c) information from the Report will not be used in violation of any employment opportunity Laws. Before taking adverse action, You will provide the Consumer with a copy of the Report, a copy of their rights, and required pre-adverse action notices.

If You request MVRs and/or driving records, You certify: (a) ordering in strict compliance with the Driver Privacy Protection Act; (b) You have the Consumer's written consent; (c) You will only use the MVR in the normal course of business; (d) You will not transmit MVR data via the public internet, email or any other unsecured means; and (e) Your use of default MVR filters means You have reviewed and approved them.

If You request an Investigative Consumer Report, You certify You have clearly disclosed to the Consumer, within three days, that such a report may be made and the Consumer has the right to request a complete and accurate disclosure of the nature and scope of the investigation.

If You implement Rules Criteria, You acknowledge You are solely responsible for: (1) Your Rules Criteria and decisions taken based on them; (2) determining when to apply outcomes; (3) reviewing Report content including individualized assessments; and (4) ensuring compliance with all applicable Laws. Ethur shall not be liable for any application of Your Rules Criteria.

Ethur will arrange for drug tests as You may request. You represent that any drug test You request is in accordance with applicable federal, state, or local law, including the FCRA. Drug tests will be performed by third-party vendors.

At Your election, Ethur will provide record monitoring services to identify other records activity of subscribed Consumers after their initial onboarding. You shall be responsible for obtaining all required disclosures, notices, and consents from the Consumer prior to inclusion. You shall pay Ethur a monthly Subscription Fee per each unique Consumer subscribed at any time within a calendar month, billed monthly in arrears.

You may choose to take advantage of services offered through the Platform that are created by Third Party Developers unaffiliated with Ethur. You acknowledge Ethur is not responsible or liable for any such Third Party Services. You bear all risks associated with using or relying on Third Party Services.

Ethur does not provide legal advice or other compliance related services to You or guarantee Your compliance with Laws. You agree to consult with Your own legal counsel about the use of Rules Criteria and background screening information.

THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.

Ethur may use third-party contractors to perform international background screenings. Because of differences in foreign laws, language, and the manner in which foreign records are maintained, Ethur cannot insure or guarantee the accuracy of the information reported.

Ethur recommends that You screen applicants at the county courthouse, federal, and multi-state/nationwide database levels. If You choose not to conduct certain searches, Ethur is not liable for any records that exist that are not included in the Report.

You can request Platform support during Ethur's normal business hours via our support portal. Ethur makes no representation, warranty or guarantee regarding the continuous availability or performance of the Platform.

Ethur may change the Platform features, and the production, support, delivery, layout or maintenance of the Reports from time to time, provided that no such change will result in any material reduction in the utility, functionality, or integrity of Ethur's services. For material adverse changes, Ethur will use commercially reasonable efforts to provide at least 30 days advance notice.

The Platform offers analytics that are strictly for informational purposes and should not be used as a factor for Consumer assessment or adverse action purposes.

You authorize Ethur and its contractors to use Background Information provided to the Platform in accordance with Ethur's Privacy Policy. You agree that Ethur has no obligation to monitor or edit the Background Information, and that You are solely responsible for the completeness and accuracy thereof.

The data collected on Your behalf with respect to running Background Checks on Consumers is deemed to be “Public Records” that Ethur may retain, use, disclose, and delete in its sole discretion and as required or permitted by Law, provided that Ethur retains the Public Records in a manner that does not identify You.

Ethur owns all right, title and interest in and to all data collected by Ethur related to the operation of the Platform and Your use thereof (“Usage Data”). Ethur will not disclose Usage Data to any third party in a manner that identifies You without Your consent other than (i) to Ethur's third party service providers who use it for the sole benefit of Ethur or as required to provide You the Platform; or (ii) as may be required by Law or legal process.

During the Term, You will pay Ethur the Fees specified, in consideration for Reports ordered and Your use of the Platform by automatically debiting the ACH debit account You provide or charging your credit card on file. You shall not be required to pay any Fees reasonably in dispute, provided that You promptly notify Ethur in writing within thirty (30) days following the end of the month during which such Fees were earned.

You must provide valid ACH debit or credit card information to Ethur for Your account in the Customer Portal before You can order any Background Checks.

After the close of each calendar month, You will receive an invoice for the Fees that You incurred that month, and Ethur will automatically charge or withdraw funds. Any undisputed amounts not received by the date due will be subject to a late fee of 1.5% per month, or the maximum charge permitted by law, whichever is less.

Sections 7.1, 7.2 and 7.3 do not apply. You will pay Ethur Partner the Fees specified in each invoice sent by Your Ethur Partner, in accordance with such Ethur Partner's terms of service.

Ethur owns all right, title, interest, and Intellectual Property Rights, in and to the Platform and any software, technology, materials and information related to the Platform.

You own all right, title, interest, and Intellectual Property Rights, in and to the Apps (excluding any APIs or Ethur trademarks incorporated therein).

You are not required to provide any ideas, feedback or suggestions to Ethur. If You do, You agree to assign all right, title and interest in and to such Feedback to Ethur.

Each party will keep confidential all information and materials marked or identified as confidential, or that a reasonable person would understand to be confidential. Each party will maintain Confidential Information in strict confidence by using at least the same level of care that it uses for its own confidential information, but in no case less than a prudent and reasonable standard of care.

Each party represents and warrants that: (i) it has the full corporate power and authority to enter into the Agreement; (ii) the Agreement constitutes a legal, valid and binding obligation; and (iii) its performance under this Agreement will comply with applicable Law.

You acknowledge that Ethur obtains the information in its Reports from third party sources “as is”, and therefore provides the information to You on an “as is” and “as available” basis. Ethur makes no representation or warranty, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose. Ethur and its suppliers, licensors, partners and service providers do not warrant that the functionality and information provided by the Platform will be correct, uninterrupted or error-free or that defects will be corrected.

Ethur agrees to defend any third party Claims brought against You arising out of: (a) Ethur's failure to comply with its obligations under Law to Consumers as a consumer reporting agency, but only to the extent caused by Ethur's gross negligence or willful misconduct; and (b) an allegation that the Ethur API infringes any third-party patent or copyright of the United States. You agree to defend Ethur from Claims arising out of: (a) Your breach of any covenants, representations or warranties; (b) Your violation of any Law; and/or (c) the willful or malicious conduct by You or Your employees.

The indemnified party shall: (i) promptly notify the indemnifying party in writing; (ii) provide reasonable cooperation; and (iii) permit the indemnifying party to have full control over the defense and settlement, provided that the indemnifying party shall not enter into any settlement that affects the indemnified party's rights without prior written consent.

This Agreement is effective for one year from the Effective Date (the “Initial Term”). After the Initial Term, this Agreement automatically renews for additional one (1) year periods until either party terminates with at least 30 days' notice prior to expiration.

Ethur may suspend or limit Your access to or use of the Platform at any time if: (i) You do not timely pay all Fees due; (ii) such action is necessary to prevent material errors or harm; or (iii) You attempt to access or use the Platform or Reports in an unauthorized or unlawful manner.

Either party may terminate this Agreement for a material breach that is not cured within thirty (30) days after written notice. Either party may also terminate immediately upon a bankruptcy event. Ethur may terminate immediately if Ethur reasonably believes that You have violated applicable Law.

Either party may terminate this Agreement on ninety (90) days' written notice to the other for any reason or no reason. In the event of a termination by You under this Section, a termination fee equal to fees otherwise payable under any outstanding Order shall become due and payable.

If applicable, any outstanding Reports pursuant to any Order and Your obligations under this Agreement will survive any termination of this Agreement.

This Agreement is governed by Delaware Law, excluding its choice of law rules. Each party submits to jurisdiction of the state and federal courts in Wilmington, Delaware.

You may not assign any of Your rights or obligations under this Agreement without the prior written consent of Ethur, provided that an assignment made in connection with a change of control transaction or sale of all or substantially all of a party's assets shall not require consent.

To the extent You have a Terms of Service applicable to Consumers that includes an arbitration provision, You agree to add language ensuring that Our rights and obligations under such arbitration provision shall inure to the benefit of the consumer reporting agency.

Neither party will use the other party's name, trademark or logos without prior written consent, provided that Ethur may identify You as an Ethur customer in promotional materials. You may opt out by email at any time.

This Agreement reflects the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements. Ethur will make good faith efforts to give You at least 30 days' notice of any material changes.

Neither party will be responsible for any failure or delay due to causes beyond its reasonable control, including labor disputes, internet failures, war, terrorism, acts of God or governmental action.

The parties are independent contractors. There are no third-party beneficiaries to this Agreement. If any provision is found unenforceable, it will be interpreted to best accomplish its essential purpose. The following Sections survive any expiration or termination: 2.4, 3, 4.1 and 5 to 13.

From You to Ethur: Send the written notice via email to legal@ethur.com and simultaneously via postal mail to Ethur's then-current headquarters address. From Ethur to You: Ethur will notify You via the Platform, or to the postal or email address You provide in the Customer Portal.

Includes definitions for California Personal Information, Controller, Customer Data, Data Privacy Framework, Data Protection Laws (CCPA, GDPR, UK GDPR, Swiss DPA, PIPEDA), Data Subject, Data Subject Requests (DSRs), Exemption (FCRA, GLBA, DPPA), European Data, Personal Data, Personal Data Breach, Processing, Processor, Subprocessor, and Standard Contractual Clauses.

Scope; Roles. When Ethur processes Customer Data to provide you with Services, Ethur is the Processor and Customer is the Controller. You are responsible for ensuring that all Personal Data has been collected in accordance with Data Protection Laws. Controller Instructions. Ethur will process Customer Data in accordance with your Instructions.

Ethur will process Customer Data only for the purposes described in this DPA, implement appropriate Security Measures, ensure personnel confidentiality obligations, notify you of Personal Data Breaches without undue delay, delete or return Customer Data upon termination (subject to FCRA and Exemptions), reasonably assist with Impact Assessments, and undergo annual ISO 27001 / SOC 2 Type 2 audits.

Each party is responsible for responding to DSRs to the extent required by Data Protection Laws, subject to any applicable obligations under FCRA or other Exemptions.

Ethur may subcontract its processing of Customer Data to a Subprocessor. Notification of new Subprocessors will be provided at least 10 days prior to transmitting Customer Data. Ethur will impose contractual obligations on Subprocessors that offer at least the same level of protection as those in this DPA.

If Ethur transfers European Data to a jurisdiction without an adequacy decision, Ethur will comply with the Data Privacy Framework and, if necessary, the Standard Contractual Clauses (and UK Addendum).

Neither party will sell to, or share with, a third party any Customer Data unless Data Protection Laws do not apply. Ethur will comply with obligations applicable as a Service Provider under the CCPA and provide California Personal Information with the same level of privacy protection as is required by the CCPA.

Survival. This DPA's provisions will continue after this DPA or the Agreement expires if Ethur continues to process Customer Data. Conflicts. If this DPA conflicts with the Agreement, the DPA will prevail to the extent of the conflict.