FILED: NEW YORK COUNTY CLERK 09/24/2014 01:06 PM NYSCEF DOC. NO. 2 INDEX NO. 159364/2014 RECEIVED NYSCEF: 09/24/2014 EE- Global Background Checks saawcc AGREEMENT 9 9 .. a. 4. Eash?liEi?ckcEE . Epics .stsiniEElna sateen 9i?iEii?f, ,9 9 . instantiation - scan -- 9.99 Client: STAFFING Signature: I Signature: #3me Print Name: Benjamin Stewart Print 9 I Name: 9999 l/Eill (i Vl/b Title: Enterprise Sales tentative Title: H11 (3?me (262:) Date: June .4, 2104 3 Date: 9 j_ E9561 1. incident franchise - related taxes. 11.1 Sterling shall make available to Client the services listed on Attachment A attached here-toot. the prince set forth on such Attachment. E. ,9 1-2 . - amelioration an 5 - g, 99 w?yaisrif9 3s fin vii tccmagEiliEi?EnllEElEii nine. heron or this Agreement shall automatically renew for additional twelve (12} month terms unless either party gives notice of Its intent not to renew at least thirty (30) days prior to the and of the initial term or then current renewal term, as applicable; provided that Sterling shall not commence the provision of Services until Client has completed and executed the End User Certification and Credentialing Application in the form determined by Sterling, the terms of which are incorporated by reference herein, and the Credentialing Application has been approved. The Initial term and any "Erskine? 9 9 99 9 2C intuitiowd?avcteot 2.1 Sterling will Invoice Client and payment shall be due with thirty (30) days of the date of invoice. A late payment charge of the lesser of 114% per month or the highest lawful rate may be applied to any outstanding balances until paid. 2.2 Sterling reserves the right to revise its pricing for Services upon thirty (30) clays written notice. Notwithstanding the foregoing. in the event state or local government fees payable by Sterling in connection with the provision of Services increase during the Term, Sterling may pats along such price increase to Clientupon notice. . 2.3 Client will pay any applicable taxes relating to this Agreement; other than taxes based on Sterling income and Sterling Confidential . Page 1 old ii. Restri In Us 3.1 Client will obtain and use any Consumer Report; or investigatIVe Consumer Report, as those terms are defined in the Fair Credit Reporting Act solely for the purposels) designated by the Client in the CredentialingApplication and in accordance. with the End User Certi?cation signed by the Client. . Client will not provide any part of the Services to others, whether directly or indirectly, through Incorporation in a database, report or otherwise. 3.2 Client will use the Services only in compliance with all applicable local, state. federal and international laws, rules, - regulations or requirements, including, but not limited to the FCRA and the Fair and Accurate Credit Transactions; Act and applicable state and local laws and regulations. a. ggnfidgntinlity 4.1 Client shall not disclose any background screening reports provided by Sterling hereunder except as permitted by this Agreement or required by law, provided that Client is not prohibited from disclosing such report to the subject of such report. 4.2 Each party ("Recipient") will treat all information provided by the other party (?lilscloaer?) that Discioser- designates in writing to be confidential In the some manner as Recipient treats its own confidential information. miscloser represents and warrants that it has all necessary legal rights, title. consents and authority to disclose such confidential information to Recipient. Con?dential information shall not include information that is or becomes a part of the public domain through no not or omission of Recipient; (ii) was in Recipient's laudui possession prior to Discioser?s disclosure to Recipient; is lawfully disclosed to Recipient by a third-party with the right to disclose such information and without restriction on such disclosure; or (iv) is independently . A developed by Recipient without use of or reference to tho confldantial information. Client shall not disclose the negotiated pricing or terms of this Agreement to any third party. 5. Emphasis 5.1 Client acknowledges that the depth at information collected by Starling varies among sources and Sterling cannot act as an insurer or guarantor of the accuracy, reliability or . completeness of the data. Client shall be responsible for determining that its use of the Services complies with all applicable federal, state 0r local law. ruin or regulation, Including but not limited to Pam and FACTA. 5.2 EXCEPT AS EXPLICITLY SET FORTH iN THIS AGREEMENT. ALL SERVICES ARE PRDVIBED ON AN BASIS. OTHER THAN AS EXPLICITLY STATED lN THIS AGREEMENT. (Al STERLING DISCLAIMS ALI. WARRANTIES, EXPRESS OR ANY WARRANTIES OF MERCHANTABIUTY OR FITNESS FOR A PARTICULAR PURPOSE, AND. (B) STERLING DOES WARRANT THAT THE SERVICES WILL BE AND DISCLAIMS ANY WARRANTY OR REPRESENTATION REGARDING OF A SERVICE, SERVICE LEVELS OR PERFORMANCE. 6. Limit ru ill 6.1 NEITHER PARTY WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, . PUNITIVE, . EXEMPLARY, INDIRECT, OR CONSEQUENTIAL DAMAQES OF ANY KIND, REGARDLESS OF WHETHER OR NOT THE PARTY WAS AWARE DR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF SUCH DAMAGES. 6.2. TEACH MAXIMUM LIABILITY ARISING OUT OF RELATING TO THIS AGREEMENT, REGARDLESS OF THE CAUEE OF ACTION (WHETHER IN CONTRACT. TORT, BREACH OF WARRANTY OR OTHERWISE), WILL NOT THE TOTAL AMOUNT PAID AND PAYABLE CLIENT HEREUNDER DURING THE PERIOD IMMEDIATELY PRECEDING THE DATE 0N WHICH SUCH LOSS, DAMAGE. CLAIM, COST OR EXPENSE OCCURRED. . 6.3. Notwithstanding anything to' the contrary, the exclusions and limitations set forth In Section ti.1 and Section (5.2 above shall not apply with respect to'hraach of Section 3 or 4. 7- . lamination. 7.1 Starling may immediately suspend Serviccs, in whole Page 2 of ii Globai Background Checks or in part, under this without notice (I) upon Client?s failure to pay amounts when due. If Client flies bankruptcy or raorgonitatlon or fails to discharge on Involuntary petition within sixty (60) days aftcr filing date, or if Sterling reasonably believes that its Client's use, of the Services shall violate the FCRA or other applicable law. in the event of material breach of this Agreement by Client or Starling, the non-branching party may terminate. this Agreement If such breach is not curad within forty-titre (45} days of written notice of breach; provided that if such breach Is not capable of being cured the non-breaching party may terminate this Agreement upon written notice. 7.2 The provisions set forth In Sections 4, 5, 6, 7.2, 8 and 9 will survive the termination of this Agreement. 9. - 9.1 This Agreement, addenda, exhibits and/or schedules (including the End User Certification and Credentialing Application), constitute the "entire agreement between Sterling and Client regarding the Services. All prior agreements, both oral and written, between the. parties on. the matters on ntainad in this Agreement are expressly cancelled and superseded by this Agreement. In no event shall any terms or conditions included on any form of Client purchase order apply to the relationship between Sterling and Client hereunder, unless such terms are expressly agreed to by the parties In writing. . Any amendments of or waivers relating to this Agreement must be in writing signed by the party, or parties, to be charged therewith. . 9.2 This Agreement binds and inuros to the benefit of the parties and their successors and permitted assigns, except that neither party may assign this Agreement without the prior written consent of the other party: however, Sterling may assign the Agreement to any of its affiliated companies or In connection with a merger or consolidation involving Starling (so long as the assignment Is to the newly rnargad or consolidated entity) or the sale of substantially all of Sterling's assets (so long as the assignment Is to the acquirer of such assets). Global Checks ATTACHMENTA PRICING $200 Social Security Trace Address Veri?cation County Criminal Record Search I . . $8.00 per county Wear Unlimited Criminal Countv Search?? . $21.50 Based the Addresses Found in the Social Security Trace . Unlimited Criminal County Conviction Search? I 527m Based Addresses Found in the social Security Trace" I k. -7 Unlimited Criminal chnrai District Conviction Search I. "in: $800 acted of the Addresses Found in the Social Security Trace .. I 3-ij Enhanced Nationwide Criminal Database Search . . 53 5? Validated with Gaunty Criminal Record Checks I -. .. . Arrestl?ili'cct'? $4 00 Validated with County meckc 4i" Statewldc Criminal Conviction Search t'fI". 57 00 State Fee cacti Statcswitci?e 663%? FACIS Latin! 1 [includes QFACI and) - - $5.00 Department of Justice Natl?ifihl '??ic?f?if?ndcr Search . 55-50 License Verificatiqni "r I $8.00 Motcr V?hlcie Record 7' I - I - $3.75 State Fen Education Verificatlcn? $3.00 EmploymentVeri?nanon" . - $3.00 Cradltkeport'l'? I $4.00 Managed Adverse-Action $5.75 Prices am .exclusivc of applicable sales tax. Pricing is vaiici for sixty [60] clays, at which point Sterlinaiaackchacic reserves the right to make modi?cations. inciutlas aliCnunw Court except In NY, ME. VT, and Pucrto Rico. "1 Third party f?es will he passed on ht cast ifa such a service is required to complete veri?cation ("rim Work Number/National Student Clearinghouse) $80.00 one-time site inspection fan for consumer credit reports cl . "tight, 51 5 . 4? I- Sterling Confidmtici Page a cf 4 Globai Background Checks 7. . i.I' . n. . Standard nuPenel .. includes in?notwodc ooil?ction (performed or a Patient Service Conner operated by Lob'Corp or Quest Diagnostics) and laboratory analysis for Marijuana, Cocaine, AmphetamineslMethempheiomines, Opiates, Phencyolldine, $30 Per rest Benzodlazepln?o, Berblturoten, Methadone, and Propoxyphene. Con?rmation testing performed, if necessary. i0ut-Ofn?etwork collection (for specimen collections conducted at test Sites other Cost Plus did Dla nostios than Patient Service Centers operated by La Corp or Quest 9 Current average mm approximate to $19. with gonorol range of $12 $2.5 Labor-enamored Snoolenkonent .. I I Shipping costs paosed through to client Regulated/Non-Reguioned Laboratory Documentation Peoknge - at loast 15 I $250.00 Per Package business days advance written notification provided. . Shipping costs penned through to client Import: Witness Testimony - to be conducted at client site with at least 10 $1,600.00 Per Day All reasonable travel/lodging costs passed through to client. business days advance written noti?cation provided. loaned; iiliitneu Testimony .. to be conducted at oiieni: site with less: than 10 $2,000 Per Day- business days advance written noti?cation provided. . All reasonable novel/lodging canon panned through to client. Expand: Witneu Testimony? in be conducted at sterling site with at least 5 business days advance written noti?cation provided (if more than 45 minutes $200 Per-Hour . required). Expert to be conducted at Sterling size with loss than 5 business days advance written noti?cation provided (if more-than 45- minutes 0300' Per Hour . requli'ed). Mme now, servicing or mppott beyond that spawned em on may mow additional new ?It? .8100an Oon?dtn?al . Penn 4 M4 Global Background Checks in compliance with the Federal Fair Credit Reporting Act, as amended, (the ?Svle??m, OWN-dim! ("End User?) hereby certifies to Sterling lnfosysteme. Inc. (Sterling) that it understands and will comply? with End User's obligations under the as set forth below. - i . iting reports 1. End User certifies that oil of its orders for iniormetlon products horn Sterling shall be made, and the teen . shall he used. for the following Fair Credit Reporting Act, 15 1631,9l86qq permissible purposes only? it Section 604 2 . As instructed by the consumer in writing. is; Section sods; hails). For employment purposes Including evaluating a consumer for employment. promotion, reassignment. or retention es an employee, where the consumer hes'given prior written permission. 2. End User. unless End User elects to utilize Sterling's Electronic Signature product, will ensure that prior to procurement or noticing the procurement of a consumer report or investigative consumer report {collectively the "report?) for employment purposes as required by law: a) A clear and conspicuous disclosure has been made in writing to the consumer prior to the report losing procured or caused to be procured. in a document that consists of only the disclosure that a consumer report will be obtained tor employment purposes. This disclosure will satiety all requirements Identi?ed in the Fair Credit Reporting Act, as well no any applicable state or local lows; and b) The consumer has authorized in writing the procurement oi the report by the End User. Further, End User, unless End User elects to utilize Sterling?s Electronic Signature product, will additionally ensure that prior to procurement or causing the procurement of an investigative consumer report for employment purposes as required bylaw: - e) A clear and conspicuous disclosure has been made in writing to the consumer prior to the report being procured or caused to be procured, In a document that consists of only the disclosure so set forth in as) shove. end that an investigative consumer report including information as to the consumer's character. general reputation. personal characteristics endior mode of living will be obtained for employment purposes; and b) Such disclosure contains or statement advising the consumer of his/her right to request a complete and accurate statement regarding the nature and scope of the requested Investigative consumer report and his/her right to request a copy oi the rights of thelconsumer under the FCRA, on copy of which is attached hereto ("Summary oi Consumer Flights"). It the consumer makes such a request in a reasonable amount of time, End User egrecsto provide the name and address of the outside agency to whom requests for any of these reports has been made. This information shall be provided no later than five days after the date on which-the request tor ouch disclosuro'wes received from the consumer or such report was first requested. whichever is the latter. Additionally, to the extent End User is requesting Sterling to provide lCOFii information, End User also affirms that: End User notified the consumer in writing of, and received permission vie separate authorization for Sterling to obtain and provide CCRI information to End User; (ll) End User is in compliance with all federal and state credit reporting statutes; End User will not misuse any information provided in violation of federal or stats equal employment opportunity laws or regulations: end (iv) End User will provide Sterling with a statement of the annual salary of the position for which the subject is screened. 4. Additionally to the extent End User requests any reports covered by the California investigative Consumer Reporting Agencies Act California Civil Code Sections 1786 et seq., ondr'or the Consumer Credit Floporting Agencies Act California Code sections 1785.1, et seq. which require consent from the consumer. End User also affirms that: it will request and use information products solely for permissible purposeis) identi?ed under A California Civil Code Sections 1785.11 and 1786.12: and (ii) it will provide a clear and conspicuous disclosure in writing to the consumer, which discloses solely: (A) that an investigative Information Products may be obtained; (or the permissible purpose of the investigative information Products; (0) the End User's home. mailing address. website address. and toll-free telephone number; (D) that the report will include loturmatlon on the consumer's character, general reputation, personal characteristics. and mode of living; (E) the nature and scope of the investigation to be performed. including summery of the provisions otCeiifornle Civil Code Section 1786.22; (F) the consumer's right to Page-Ii of it street. 24?" floor. New York. NY - Facsimile 646-536?5239 v.35" 0 piss-repulse? Gtobai Background Checks inspect Sterling's files about the aubiect by providing proper identi?cation and Sterling will provide the eubleot with trained personnel and explanation of any codes to help understand those files; and (G) a box that the consumer may check to re nest the consumer checks that box. a copy of the report 'will be sent to the consumer tannin throepgusinaee cltuaye after End User receives the report. along with the name. address. and telephone- number of the person at End User who issued the report and how to contact m/her. . User- certifies that under all a ?noble circumstances. it will comply With caiifcrnia Civil Code geciions 1785.20 and ,1 736.40 It the unit? of adverse action is a consideration. which shall include, but may not be limited totadvlsing the consumer against whom an adverse action has been taken that the adverse action was based int-whole or in part upon information contained in the information Product. informing the consumer in writing of the End User's name. address. and telephone number, and provide the consumer of a wattlen notice of his/her rights under the and CORAA. b. End User also will comply with all other requirements under applicable California law. including. but not limited to. any statutes. regulations, and rules governing the procurement, use and/or disclosure of any lnionnation producers. including. but not limited to. the and 6. in using a report for employment purposes. before taking any adverse action based in whole or in part on the report. the End User shall provide to the consumer or authorize sterling on behalf of the End User to provide to the consumer to whom the report reiatesr a; A copy of the report; and b. A copy of the Summary of Consumer Flights and any applicable state summary of rights; and o. Provide the individual with a reasonabie opportunity of time to correct any erroneous information contained in the report (and provide Bteriing?s name and contact information) and if the individual is ultimately disqualified. provide an Adverse Action letter, including the statutorily required notices identified in Section 615 of the Fair credit Reporting Act. . End User ooniirms that it must inform Sterling if any requested report is not to be used for employment purposes. . End User confirms that it will not use the information contained in a report in violation of any applicable federal. state or local equal employment opportunity or other law, rule, regulation, code or guideline. including. but not limited to the Fair Credit Reporting Act and Title Vii of the Civil Flights Act of 1964. End User accepts full responsibility for complying with aii't'tiioh laws and using the information products it receives from Sterling in a legally acceptable fashion. To that and; End User agrees to comply with and provide all statutorily required notices in Section 615 of the Fair Credit Reporting Act or other state laws when using information products. End User accepts full responsibility for any and all consequences of use andfor dissemination of those products. .End User further agrees that each consumer report will only be used for a onetime use. End User agrees to have reasonable procedures for the fair and equitable use of background information and to secure the confidentiality-of private information. End User agrees to take precautionary measures to protect the security and dissemination of all consumer report or investigative consumer report information including. for example. restricting terminal access. utilizing passwords to restrict access to terminal devices. and securing access to. dissemination and destruction 'of electronic and hard copy reports. As a condition of entering into this Agreement, End User certifies that it has in place reasonable procedures designed to comply with all applicable local. state. and federal laws. End User also certllies that it will retain any information it receives from Sterling tor a period of five years from the date the report was received, and will malts such reports available to Sterling upon request. This certification is incorporated into and made part of the Agreement. if applicable. End User understands that the credit bureaus require specific written approval before the foliovring persons. entities and/or businesses may obtain credit reports: private detectives, private detective agencies. private investigative companies, ball bondemen. attorneys, lavvtirme. firms, security services. members of the media, resellers. financial counseling firms. credit repair clinics, pawn shops (except companies that do oniy Title pawn). check cashing corn panics (except companies that do only loans. no check cashing). genealogical or heir research firms. dating services. massage or tattoo services, business that operate out of an apartment, individuals seeking information for their own private use. adult entertainment services of any kind. companies that locate missing children, companies that handle third party repossession. companies seeking information in connection with time shares. subscription companies. individuals involved in spiritual counseling or persons or entities that are not an End User or decision maker. . wweteriinginiosyetemepom I Page 2 of 11 iSiette arrest. 24'?fioor. New York. NY 1%02940- 877-424-2457 . Facsimile otesaocaas 2 14 Global Background Checks End User ooniirmc that while it might provide Sterling with copies of comment form or related documents in order to provide Sterling with information necessary to provide its services, Sterling Is not required to maintain copies of such documents and any obligations to retain such documents under federal or state law remain solely with End User. However, should End User elect to utilize Sterling's Electronic 8igneture product, Sterling will maintain electronic copies of consent retina. End Ueer agrees to indemnify and hold harmless Sterling. its predecessors, successors and acetone. and their current and former oillcers, directors, employees, agents and independent contractors, both individually and in their officiai capacities from any liability and attorneys? fees incurred due to End User's violation of any oi the terms of this certification or failure to comply with applicable law. End Ueer also confirms that it shall not use Social Security Number trace results in any way, directly or indirectly, for the eurooee of making employment decisions. End User hereby acknowledges receipt oi the Summary of Consumer Flights and receipt of "Notice to Users; of Consumer Reports: Obligations oi Users under the also attached hereto. grin/WM - 4, rr/ gamer/c 77mm No" or? '33 nor Wee/?rm} Company/End Uocrw? All users oi consumer reports must comply with I . . all applicahtc re ulatlonc incl din a light: ?23110th was first prescribed In 2004. interrelation about nsumer Financial Protection Bureau's website, I I . 1 State Street, 24'? floor! New York, NY 1%;94 . 677424-3457 . Facsimile 6466366239 Page 3 or it 2014 .