Edge Information Management Inc - EM Service Agreement
THIS IS A LEGALLY BINDING SERVICE AGREEMENT (“Agreement”) between Edge Information Management, Inc., a Florida corporation and a Consumer Reporting Agency as defined in the Fair Credit Reporting Act (FCRA), 1682 West Hibiscus Blvd, Melbourne, FL 32901 (“us, we”) and (its facilities, affiliates, and/or subsidiaries (“you, your”), located at . This Agreement becomes effective as of the date of last signature hereto (the “Effective Date”). The purpose of this Agreement is to set out the general terms of Service related to your request to purchase Edge’s Services.
a. You recognize and agree that you are not the owner of the software platform provided by Edge Information Management for the use of our Services, along with all copyrights, trademarks, and other rights and interests that may be included in the platform. The platform also includes use and all written and/or printed documentation. We also make available to you other proprietary internet-based websites and Content for other various Services that you may choose to utilize.
b. You are not authorized to: (i) modify or create derivative works based upon the platform or the Content; (ii) make or print copies of the Service and related Content; (iii) create Internet “links” to, or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (iv) translate, reverse engineer or assemble, decompile or disassemble the Service; (v) build a competitive product or service or a product using similar ideas, features, functions, or graphics of the Service or the Content; or (vi) copy any ideas, features, functions or graphics of the Service or the Content. We retain all title and interest in and to the Service and its underlying technology and all Content, and all copies or modifications thereof, including all intellectual property rights therein. This license does not transfer any right, title, or interest in the Service or Content except for the use of the Service on the terms contained. You understand that the Service and Content are protected by copyright law.
c. We may post on our Website terms and conditions governing use of the platform that will be applicable to all you and all your users, and such terms and conditions shall be complied with by you and your users.
d. In the event that the platform fails to conform with documentation provided by us to you, our sole obligation will be to correct such errors or malfunctions that exist in the platform. We will have no liability for any claims whatsoever which result from such errors or malfunctions. In addition, we will not be held liable to you for any damages, including any lost profits, lost savings or other incidental or consequential damages arising out your inability to utilize the platform.
e. More Information:
Content: All information presented through our website(s), including by way of example and not limitation, website(s) text, graphics, logos, icons, images, software, illustrations, auditory and visual elements, and the arrangement and compilation of the foregoing, and any other materials pertaining to the platform which are furnished or accessed through the website(s), in connection with the offered Services.
a. We do not provide any legal services, nor do we provide any opinions as to hiring or termination of employees, volunteers and/or contractors. Final responsibility lies with you for the final verification of the consumer’s identity and decision concerning fitness for employment or continuing employment. We advise you to consult with your legal counsel regarding your overall screening program compliance to include but not limited to: permissible purposes, disclosing information to the consumer, obtaining consumer disclosures and authorizations, following Adverse Action procedures, complying with all applicable state and federal laws and obtaining, retaining, using, and destroying data in a confidential manner. You agree to comply with all applicable laws and agree to ensure that no agreement, government order, or law binding your organization would prohibit us from reporting information to you. You also agree to promptly notify Edge of any lawsuit or government investigation against your organization that involves any Consumer Report(s) and/or Investigative Consumer Report(s) we provided to you.
b. More Information:
i. Adverse Action: As it relates to employment means denial of employment, or any other decision for employment purposes that adversely affects any current or prospective employee/volunteer/contractor. As it relates to tenant screening means denial to accept applicant as a lessee.
ii. Consumer: The individual on which you are requesting searches.
iii. Consumer Report: A report prepared by a consumer report agency (Edge) that consists of any written, oral, or other communication of any information pertaining to an individual’s credit worthiness, credit standing, credit capacity, character, general reputation , personal characteristics, or mode of living.
iv. Disclosure and Authorization: Federal law provides that you may not procure (order) a Consumer Report unless a clear and conspicuous disclosure has been made, in writing, to the consumer at any time before the report is procured (ordered) in a document that consists solely of the disclosure, that a consumer report may be obtained, and the consumer has authorized in writing the procurement of the report.
v. Investigative Consumer Report: A special type of consumer report providing information gathered through personal interview of neighbors, friends, or associates of the individual, or from other personal acquaintances or persons who may have knowledge about information bearing on the individual’s credit worthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living.
vi. Permissible Purpose: Federal law provides that we, as a consumer reporting agency, can only provide information to you if you have a permissible purpose under the Fair Credit Reporting Act (FCRA), for example, employment or tenant screening.
a. You agree to use security procedures sufficient to protect the confidential nature of the information that we provide you and the privacy interests that each Consumer has in that information. You agree to maintain and follow a written security policy that is sufficient to comply with all laws related to the protection of personal information that we provide you. You are responsible for all activity occurring through your account and your use of the Service. You shall abide by the FCRA, all applicable local, state, national, and foreign laws, treaties, and regulations in connection with use of the Service, including those related to data privacy and transmission of personal data. You shall: (i) notify us immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to us immediately, and use reasonable efforts to stop immediately, any unauthorized copying and/or distribution of our Content; and (iii) not permit anyone other than your employees to gain access to, or use, the Service. You are solely responsible for designating your authorized users, establishing and protecting passwords, and access to the Service, and will bear all risk of loss from unauthorized use of the Service, or failure to protect personal confidential information.
b. You agree not to copy, distribute, disclose, publish, or use any Consumer Report (or any information in a Consumer Report), except to distribute the Consumer Report to the Consumer, use the Consumer Report internally, and/or use and disclose the Consumer Report as required by law. You agree not to use information from the Consumer Report for any purpose other than a legitimate business purpose.
c. You agree to retain any document that the Consumer has signed and that you relied upon as permission to order a Consumer Report (Disclosure & Authorization forms) from us for at least five years from the date of the Consumer Report.
d. You certify that per the Driver’s Privacy Protection Act (DPPA), you will protect the privacy of consumer information contained in motor vehicle records, and assessing Department of Motor Vehicle (DMV) records only with written consent of the consumer.
e. 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, imprisoned not more than two years, or both.
f. You agree to keep confidential all non-public information that we provide to you about our Services, including our pricing, our interface specifications, our product plans, our list of sources, and the details of how the platform operates. You may utilize this information only as required to use our Services. You may disclose this information to your affiliates, personnel, and contractors who have a need to know the information and have legally enforceable duties not to use the information except in your Service and not to further disclose the information.
g. More Information:
i. Fair Credit Reporting Act (FCRA): This federal law establishes specific requirements and rules for providers of Consumer Reports and users of Consumer Reports.
ii. Driver’s Privacy Protection Act (DPPA): This federal law limits the occasions when state departments of motor vehicles and authorized recipients may disclose to the public personal information contained in a person’s motor vehicle record, which includes a motor vehicle operator’s permit, motor vehicle title, motor vehicle registration, or identification card issued by a department of motor vehicles.
a. You certify that you will destroy consumer data in a secure manner by one or more the following Federal Trade Commission (FTC) rules and methods:
• Burning, pulverizing, or shredding • Destroy or erase electronic files, and/or
• After conducting due diligence, hire a document destruction company
• In addition, paper documents containing Personally Identifiable Information (PII - particularly name, DOB, SSN), if retained at individual desks/work stations, shall be destroyed or inaccessible no later than the end of each work day.
b. You agree to use reasonable efforts to preserve every record that relates to a third-party claim or governmental investigation against us, if we inform you of the nature of the claim or investigation and request in writing that you preserve any related records. The term "record" means anything that could be discovered in litigation, including paper records, electronic data, email, and/or voicemail recordings.
a. You recognize that information, including consumer report information is obtained and managed by and through fallible human and non-human sources, and that for the fees charged, we cannot guarantee or ensure the accuracy of the information provided or ensure the suitability or identity of any individual. We are not the final guarantor of the information’s accuracy or completeness.
b. We make no representation or warranty whatsoever, express or implied, including but not limited to, implied warranties of merchantability or fitness for particular purpose, or implied warranties arising from the course of dealing or a course of performance with respect to the accuracy, validity, or completeness of any information products and/or consumer reports, that the information products will meet your needs, or will be provided on an uninterrupted basis; we expressly disclaim any and all such representations and warranties.
c. You shall indemnify, defend and hold us harmless from, and against, any and all claims, suits, proceedings, damages, costs, expenses (including, without limitation, reasonable attorney’s fees and court costs) brought or suffered by any third party arising or resulting from, or in connection with, any breach by you of your representations, warranties, or agreements in the Agreement, or your negligence or willful misconduct.
a. You agree to pay for all Services that we provide you at the prices agreed upon within the pricing proposal. We may change the prices at any time and, within our best effort, notify you with at least 30 days written notice. In addition to those prices, you agree to pay us amounts that allow us to recover all fees that third-party information sources charge us for access to information needed to perform the Services. Examples of third-party information source charges include county court fees, state motor vehicle fees, statewide repository fees, federal court fees, employer clearinghouse fees, and educational institution clearinghouse fees.
b. We do not refund any purchases; all of your purchases are final. Some Services that you can order from us will find no results, but you still agree to pay for those Services. For example, if you purchase a county criminal search on a person who has no criminal record, our Service will indicate that the person has no criminal records in the county we searched; you still have to pay for that search.
c. Payment will be due upon receipt of invoice and no later than 30 days from date of invoice and shall be made payable to Edge Information Management, Inc., P.O. Box 1160, Melbourne, FL 32902-1160. If you do not pay any amount that you owe us by the time stated, you may be cut off from accessing the system until payments are received. Additionally, you agree to pay us a late fee, interest on the amount owed, and our cost of collection. The late fee is $10, which we may assess as soon as your payment is late. The interest is 1.5% per month, beginning with the invoice date (with a partial month counting as a full month), or the highest rate applicable that the law permits if that rate is less. Interest accrues on unpaid late fees and interest. You agree to reimburse us all amounts that we spend attempting to collect any amounts that you owe us, including fees we must pay to collection agencies, courts, attorneys, and expert witnesses.
a. This Agreement shall originate on the commencement date and shall have a term of three (3) years from the date hereof, and thereafter, it shall automatically renew and continue on an annual basis for additional one (1) year terms, unless terminated by either of us by providing a written notice sixty (60) days prior to the agreement’s anniversary date. Notwithstanding the foregoing, this Agreement may be canceled at any time by sixty (60) days written notice by either of us, if the other commits a material breach hereof, and such breach is such that it cannot reasonably be cured, or if such breach is capable of cure and is not cured with sixty (60) days (or fourteen (14) days with respect to any default in any payment obligation) after receipt of written notice of such breach from the non-breaching party. However, such cancellation shall not terminate your obligation to pay for Services previously rendered.
b. If you violate the terms of this Agreement, the FCRA, or any other state, local or federal laws, it could result in the immediate and indefinite suspension of your account.
If you are a sole proprietorship or an organization, you may transfer this Agreement to a single sole proprietor or organization that succeeds to substantially all your operations by way of a merger, consolidation, amalgamation, conversion, sale of substantially all assets, or similar transaction. You may transfer this Agreement to anyone with our manually signed written consent. You agree not to otherwise transfer this Agreement. If you attempt to otherwise transfer this Agreement, that transfer is void. You agree to notify us of any transfer and cooperate with our efforts to re-verify your identity, the legitimacy of your business, and that you will use our reports for the purpose you selected.
a. Any written or oral representation or warranty not expressly set forth in this Agreement shall not be enforceable by either party.
b. If any provision of this Agreement shall be found to be invalid, the invalidity of such provision shall not affect the validity of the remaining provisions which shall remain in full force and effect. We may make changes in our Service levels or means and manner of performance.
c. This Agreement constitutes the complete and entire Agreement between the parties and may not be modified or amended except in writing and executed by duly authorized representatives of both parties. Any prior agreements and/or representations, whether oral or written, are superseded by this Agreement. Nothing in this Agreement shall infer or create any partnership, agency, joint venture, or similar type of relationship between the parties for any purpose.
d. In the event that any party is required to engage the services of legal counsel to enforce its rights under this Agreement, the prevailing party shall be entitled to reasonable attorney’s fees and costs from the non-prevailing party. In the event of litigation, such fees and costs shall include at trial, on appeal, and incident to any bankruptcy proceeding. Any legal action or lawsuits will be filed in Brevard County, Florida.
e. By signing this Agreement you confirm that your organization:
▪ is valid, current existing, and in good standing with your jurisdiction of organization;
▪ is a legitimate business, non-profit, or government organization;
▪ has the power to enter this Agreement;
▪ is not the subject of any bankruptcy, insolvency, conservatorship, or similar proceeding known.
Any notice required under this Agreement shall be in writing and shall be either hand-delivered, sent via a nationally recognized, overnight delivery service, or transmitted by certified or registered mail, postage prepaid with return receipt requested to the respective party’s address listed at the beginning of this Agreement.
a. FCRA Permissible Purpose: You are a medical facility type of business and have a need for Consumer Reports, which may contain consumer credit information in connection with the evaluation of individuals for employment, promotion, reassignment, or retention as an employee (“Consumer Report for Employment Purposes”). You certify that credit information will be used only to evaluate the applicant’s qualifications for new or continued employment. You will immediately inform us of any change in the purpose for which the Consumer Report supplied by us will be used.
b. You, including all of your facilities/locations under your control, shall request Consumer Reports for Employment Purposes pursuant to procedures prescribed by us from time to time only when it is considering the individual inquired upon for employment, promotion, reassignment, or retention as an employee, and for no other purpose. Information from the Consumer Report for Employment Purposes will not be used in violation of any applicable federal or state equal employment opportunity law or regulation. You shall ensure that such designated and authorized employees shall not attempt to obtain any background screening reports and/or reference Services offered by us on themselves, associates, or any other person except in the exercise of their official duties.
c. FCRA Disclosure and Authorization: You certify that you and all of your facilities/locations owned by and/or managed by you will not request a Consumer Report/Background Screening from us, the Credit Reporting Agency, for Employment Purposes unless:
i. You make a clear and conspicuous written disclosure to the consumer/applicant/employee before the report is ordered and obtained, in a document that consists solely of the disclosure that a Consumer Report (Employment Background Screening Report) may be obtained.
ii. You must obtain from the consumer/applicant/employee written authorization before the report is ordered and obtained. Authorization to access reports during the term of employment may be obtained at the time of employment.
iii. Oklahoma and Minnesota statutes require a check box on the authorization form for the consumer/applicant/employee to elect to receive a copy of their report. When the consumer/applicant/employee elects to receive a copy, it is your responsibility to notify us at the same time you request their report to send a copy of the completed Consumer Report to the consumer/applicant/employee.
iv. Additional Certifications for California: To the extent that the consumer for whom you are ordering a report resides in California, is applying to work in California, or presently works in California, you certify that you have met all California legal requirements for obtaining an investigative consumer report. In addition, you certify:
▪ A clear and conspicuous written notice has been provided to the consumer that is the subject of the report (in a document that consists solely of the disclosure) specifying: (i) that an investigative consumer report may be obtained; (ii) your permissible purpose for receiving the report (employment); (iii) that the report may include information on the consumer’s character, general reputation, personal characteristics, and mode of living; (iv) Our name, address, and telephone number; (v) the nature and scope of the investigation requested, including a summary of the provisions of Cal Civ. Code § 1786.22; and (vi) Our website address (so the consumer can find more information about our privacy practices and whether the consumer’s personal information will be sent outside of the United States or its territories);
▪ You will provide the consumer an opportunity to check a box on a document to indicate that they would like a copy of the investigative consumer report, and such document will include our name, address, and telephone number and how to contact us;
▪ You will provide a copy of the investigative consumer report to the consumer within three (3) business days of receiving the report from us, if the consumer checks the box requesting a copy of their report; and
▪ You will comply with Cal. Civ. Code § 1786.40 and California’s Fair Employment and Housing Council (FEHC) regulations if you are considering taking adverse action.
v. Add-on Service – Administration of Election to Receive Copy of California Consumer Report: We have the ability to administer this California requirement on your behalf. If you select this Service, we will automatically send a copy of the report to the consumer/applicant/employee once completed.
vi. You understand and agree that, from time to time, we will require that you provide copies of specific disclosure and authorizations. The purposes for these requests are the following:
• Certain institutions require an executed disclosure and authorization before the release of information.
• Certain state agencies will audit specific disclosure and authorizations of recently searched individuals within their governmental databases.
d. Audits: We will periodically audit your specific disclosure and authorizations and your adverse action process for compliance due diligence purposes or investigation by any of our suppliers and/or any government agencies.
e. FCRA Adverse Action: You certify that you have legal responsibilities under the FCRA, Section 615, regarding Adverse Action. You acknowledge that the FCRA holds the Employer (you) responsible for compliance with the Adverse Action Statute. The FCRA requires that Adverse Action notices must be provided any time a company is considering and/or decides to not hire, retain, or promote an applicant/employee, and the decision taken is based in whole OR in part of information contained in a Consumer (background screening) Report. You should consult your legal counsel regarding other applicable local, state, and federal laws that may be relevant. We do not provide any legal Services, nor provide any opinions as to hiring or termination of employees, contractors, or volunteers.
i. You certify that, before taking adverse action, based in whole OR in part of information contained in the consumer report, you will first:
• Provide Preliminary Adverse Action Notice to the consumer/applicant/employee/contractor/volunteer, along with copy of the complete Consumer Report and “A Summary of Your Rights under the Fair Credit Reporting Act.”
• Provide the consumer/applicant/employee/contractor/volunteer a designated period of time to contact us if the consumer/applicant/employee wishes to dispute any information included in the consumer report.
• Provide the consumer/applicant/employee/contractor/volunteer our contact information.
ii. You certify that, after providing the consumer/applicant/employee/contractor/volunteer with the Preliminary Adverse Action information as described above, you will provide a Final Adverse Action Notice to consumer/applicant/employee/contractor/volunteer if a final adverse action employment decision is made.
iii. You certify that, if you receive notification of an undeliverable adverse action notification, additional attempts to send notifications may be required. We recommend consulting with your legal counsel.
f. You understand that certain states require copies of their statewide criminal reports to be provided to applicants/employees/contractors/volunteers. When applicable, we abide by these certain states’ requirements by automatically sending a copy to your applicants/employees/contractors/volunteers when the report is provided to you.
g. You are the “end user” and shall use Consumer Report for Employment Purposes only for a one-time use, and shall hold the report in strict confidence, and not disclose it to any third parties not involved in the current employment decision.
h. You acknowledge that you received and understand Employment Screening: An Employers Essential Guide to Understanding the FCRA, and that this document includes copies of all Consumer Financial Protection Bureau (CFPB) Prescribed Notices: 1) Notice to Users of Consumer Reports: Obligations of User Under the FCRA; 2) A Summary of Your Rights Under the Fair Credit Reporting Act and 3) Remedying the Effects of Identity Theft. https://www.edgeinformation.com/pdf/eseg.pdf
i. You understand that any sample documents provided by us to you should be reviewed and approved by your legal counsel.
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Signed by Norm Gagnon
Signed On: March 26, 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Edge Information Management Inc - EM Service Agreement
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