Standard Terms & Conditions

Please read these standard terms & Conditions carefully.  They are incorporated by reference into and supplement a Service Agreement which you have signed.  By accessing, using, ordering, and receiving services from WorkforceQA, you are accepting and agreeing to be legally bound by the additional and supplemental terms and conditions stated hereinbelow.

1. Definitions.  Any undefined capitalized term used herein shall have the definition given to it in the Service Agreement or in the applicable Incorporated Terms.
2. Incorporation of Terms.  To order and receive services from WorkforceQA, LLC (“WFQA”), all customers (hereafter, the “Client”) must sign a Service Agreement.  These Standard Terms & Conditions are hereby incorporated into and supplement the Service Agreement executed by Client and together with the Service Agreement shall govern the purchase, receipt, and use of all Services.  By purchasing, receiving, and using Services, you are agreeing to be bound by these Standard Terms & Conditions and your continued use or access to WFQA’s Platforms indicates your continued acceptance of the same.  Where there is a conflict or inconsistency between the Agreement and these Standard Terms & Conditions, the Service Agreement shall prevail and govern the rights, duties, and obligations of the parties.
3. Compensation.  In consideration for the Services to be performed by WFQA, Client agrees to pay WFQA in accordance with the prices set forth in the then current and applicable Price Schedule which is attached to the Service Agreement (“Prices”), plus any applicable fees (“Fees”). Fees incurred by WFQA in providing Services to Client, including administrative and third-party fees, including, but not limited to, court access will be passed on to Client. Prices and Fees do not include any taxes, levies, duties, or similar governmental assessments of any nature (collectively, “Taxes”). Client shall pay all Taxes associated with its purchases hereunder, excluding taxes on WFQA’s net income.  Client agrees to make full payments for invoiced Services within thirty (30) days of an invoice. A $25.00 fee will be charged on all returned checks and non-sufficient funds presented by Client. Payments made by credit card are subject to additional fees. If Client objects to any portion of an invoice, the Client shall so notify WFQA in writing within thirty (30) calendar days of receipt of the invoice. The Client shall identify the specific cause of the disagreement and shall pay when due that portion of the invoice not in dispute.  Any charges not disputed within ninety (90) calendar days of issuance of the invoice shall be deemed accepted by Client as due and payable. If Client fails to remit timely payment, WFQA shall have the right to (i) immediately suspend Services until payment has been made, (ii) cancel or modify any discount or special pricing provided to the Client; and (iii) impose an interest charge of 1.5% per month on unpaid, overdue sums.
4. Term & Termination.  The effective date of the Service Agreement shall be the date of its execution by an authorized representative of WFQA.  The term of the Service Agreement shall be indefinite and shall continue until such time as the Service Agreement is terminated.  The Service Agreement may be terminated by either party with or without cause and for convenience upon sixty (60) days’ written notice to the other party.  Termination shall not relieve the Client of its obligation to pay for Services rendered to it through the date of termination.
5. Warranties.  Any warranties applicable to Services provided shall be set forth in the applicable Incorporated Terms.  Except as otherwise provided in the applicable Incorporated Terms, WFQA expressly disclaims any and all warranties, expressed or implied, including warranties of merchantability and fitness for a particular purpose.
6. Intellectual Property.  The intellectual property rights of the parties in connection with any of the particular Services provided shall be as set forth in the applicable Incorporated Terms.
7. Confidentiality. The confidentiality of information furnished, received, and hosted by the parties under the Service Agreement shall be governed by the Incorporated Terms relevant to the information at issue.  For example, and for purposes of clarity, the confidentiality of WFQA’s consumer files, and the information contained therein, and of consumer reports issued therefrom, shall be governed by the Background Screening Terms & Conditions.  All other confidential information not governed by the Incorporated Terms shall be considered “Confidential Commercial Information” (as defined hereinbelow) and shall be treated as follows.  Each party hereto acknowledges and agrees that (a) its relationship with the other party hereto creates a relationship of confidence and trust between them with respect to each party’s Confidential Commercial Information, (b) each party’s Confidential Commercial Information has commercial value in the business in which such party is engaged, and (c) during the term of the Service Agreement and at all times thereafter, each party hereto will hold the Confidential Commercial Information of the other party hereto in strict confidence and will neither use such party’s Confidential Commercial Information nor disclose it to anyone, except to the extent necessary to carry out its obligations hereunder, or as specifically authorized in writing by a duly authorized representative of the other party hereto.  For purposes of the Service Agreement, “Confidential Commercial Information” means all sensitive, non-public commercial information disclosed by one party to the other, including (i) information about costs, profits, product or service pricing, markets, sales, and bids, if not known by a party’s trade generally, even though such information may have been disclosed to one or more third parties pursuant to specific agreements; and (ii) trade secrets or other commercially-valuable non-public information.  “Confidential Commercial Information” does not include information that is, or becomes through lawful means, and not as a result of any action or inaction of the other party hereto, generally available to the public and known among businesses similar to such party as demonstrated by documentary evidence.
8. Data Security.  Each party agrees to develop, implement, and maintain a comprehensive information security program that is written and contains administrative, technical, and physical safeguards that are appropriate to protect the security of the sensitive personal information of data subjects.  A party may, at its own expense, and upon reasonable notice to the other party, conduct an annual, reasonable risk evaluation of the other party’s data security and privacy policies, procedures and practices, provided, however, that the party being examined may condition disclosure of information or documents on the examining party’s execution of a confidentiality and non-disclosure agreement on a form supplied by the party to be examined.
9. Data Security Breach.
   1. Definitions.  The following definition shall apply to this Section.
      1. “Sensitive Personally Identifying Information” means the first name or first initial and last name of the consumer in combination with one or more of the following elements: non-truncated Social Security number, driver’s license number, state-issued identification number, passport number, military identification number, or other unique identification number issued on a government document used to verify the identity of a specific consumer.  This term does not include information which has been made lawfully public by a federal, state, or local government record or a widely distributed media, nor does it include information that is truncated, encrypted, secured, or modified by any other method or technology that removes elements that personally identify an individual or that otherwise renders the information unusable, including encryption of the data, document, or device containing the Sensitive Personally Identifying Information, unless a Compromised Party knows or has reason to know that the encryption key or security credential that could render the Sensitive Personally Identifying Information readable or useable has been breached together with the information.
      1. “Breach of Security” and “Breach” mean the unauthorized acquisition of data in electronic form containing Sensitive Personally Identifying Information of consumers.
      1. “Compromised Party” refers to a party to the Service Agreement who has suffered a Breach or Breach of Security.
   1. Notice of Breach.  In the event a Compromised Party determines that, as a result of a Breach of Security, an unauthorized person has acquired, or is reasonably believed to have acquired, Sensitive Personally Identifying Information of consumers about whom WFQA furnished Services to Client, and the Breach is reasonably likely to cause substantial harm to the consumers about whom the information relates, the Compromised Party shall, subject to the requirements of applicable data breach notification statutes, requests by law enforcement agencies, and advice of breach counsel, give commercially reasonable prompt notice of the Breach to the other party and to the consumers.
   1. Remediation of Breach.  If a Compromised Party determines that a Breach of Security has or may have occurred in relation to Sensitive Personally Identifying information of consumers, it shall conduct a good faith and prompt investigation that includes all of the following:  (i) an assessment of the nature and scope of the Breach; (ii) identification of any Sensitive Personally Identifying Information that may have been involved in the Breach and the identity of any consumers about whom that information relates; (iii) a determination of whether the Sensitive Personally Identifying Information has been acquired or is reasonably believed to have been acquired by an unauthorized person, and is reasonably likely to cause substantial harm to the consumers about whom the information relates; and (iv) identification and implementation of measures to restore the security and confidentiality of the systems compromised in the Breach.
10. Cyber Indemnity.  The Compromised Party agrees to defend, indemnity, and hold the other party (hereafter, an “Indemnitee”) harmless of and from any third party claims, fines, penalties, suits, judgments, or governmental actions, and all costs, expenses, and liabilities therewith, including reasonable attorneys’ fees, directly arising out of a Breach of Security as defined hereinabove, provided, however, that no defense or indemnity shall be owed if any act or omission of the Indemnitee or a third party, contributed to cause the Breach of Security.
11. Insurance. WFQA represents and warrants that, during the term of the Service Agreement, it shall maintain policies of insurance applicable to and adequate for the nature of the services being provided, including policies providing coverage for professional services, general liability, and data security, cyber and privacy liability events.  Upon request, WFQA agrees to furnish a certificate of insurance evidencing such coverages.
12. Limitation of Liability.
    1. Except as otherwise provided in the Service Agreement or its Incorporated Terms, neither party will be liable to the other party for damages, and each respective party hereby waives, releases, and discharges the other party from any liability for claims or damages arising under any theory of legal liability to the fullest extent that such party may legally agree to release the other party from liability for such damages.
    1. In the event the preceding release and waiver is held by a court of competent jurisdiction to be void or unenforceable, in whole or in part, and a party is consequently held liable to the other for any matter arising under or relating to the Service Agreement, whether arising in contract, equity, or tort, statutory or otherwise (including, without limitation, any claim for negligence), the amount of damages recoverable against the liable party for all such matters will not exceed, in the aggregate, the amount paid to WFQA by Client under the Service Agreement during the ninety-day period preceding the occurrence of the first event giving rise to any such liability and such recovery is a party’s sole and exclusive remedy hereunder.  In addition, any amount recoverable against the liable party will not include any amounts for indirect, incidental, or consequential damages, or loss of anticipated profits arising from any breach of the Service Agreement, even if a party is notified of the possibility of such damages.
13. Relationship of the Parties. Nothing contained in the Service Agreement shall be deemed to create a partnership, joint venture or similar relationship between the parties.  The parties’ relationship shall be that of vendor and purchaser.  Neither party shall hold itself out as having the authority to bind the other.  All personnel and other agents employed by either party in connection with the Service Agreement are such party’s or its agent’s employees and not employees or agents of the other party.  In providing Services, WFQA does not undertake to insure the Client’s compliance with any laws or regulations governing the Client, including any licensing requirement imposed by any state or federal entities.  Client is expected to understand its own compliance and licensing requirements.
14. Benefited Parties.  The undersigned Client is entering into the Service Agreement and its Incorporated Terms not only for its own benefit but also and equally for the benefit of its legal affiliates.  Except as to these legal affiliates, if any, the parties acknowledge and agree that the Service Agreement and its Incorporated Terms confer no benefits, rights or remedies, express or implied, upon any other third party, including applicants, employees, and customers of the Client.  The parties understand, acknowledge, and agree there is no privity of relationship between WFQA and Client’s customers.  WFQA is not providing Services for Client’s customers, and Client agrees to hold WFQA harmless of and from any claim, demand, or suit by its customers against WFQA arising out of Services provided to Client.
15. Ordering of Services by Legal Affiliates.  In the event a legal affiliate of Client orders Services from Client, the Client represents and warrants that it has the authority to sign on behalf of, to bind, and to otherwise contract for its legal affiliates and by signing hereinbelow does hereby enter into the Service Agreement and its Incorporated Terms on their behalf, and such legal affiliates agree to be and are bound by the terms and conditions of the Service Agreement and its Incorporated Terms. Client shall hold WFQA harmless of and from any claim or contention by a legal affiliate that it is not bound by the terms or conditions of the Service Agreement and its Incorporated Terms.
16. Basis of the Bargain.  Client acknowledges and agrees that WFQA has offered its Services and has entered into the Service Agreement in reliance upon the limited warranties, warranty disclaimers, and limitations of liability set forth in the Service Agreement and Incorporated Terms, that these limited warranties, warranty disclaimers, and limitations of liability reflect a reasonable and fair allocation of risk between WFQA and Client and form an essential basis of the bargain between the parties.  Client understands, acknowledges, and agrees that WFQA would not be able to provide the Services to Client on a commercially viable basis absent these limitations and disclaimers.
17. Force Majeure.  A party shall be excused from performance under the Service Agreement to the extent said performance is prevented by a force majeure.  For purpose of the Service Agreement, a force majeure includes acts of God, fires, floods, earthquakes, windstorms, accidents, explosions, riots, natural disasters, pandemics, wars, sabotage, courthouse closures, public record access restrictions, inability to obtain power or power curtailments or failures, inability to obtain internet access or internet access curtailments or failures, strikes, lockouts or other labor disputes, failure or breakdown of equipment or facilities, or the cessation or curtailment in whole or in part of operations or production.
18. Choice of Law & Forum Selection. The Service Agreement and its Incorporated Terms shall be governed by and construed in accordance with the internal laws of the State of Utah without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to the Service Agreement, its Incorporated Terms, or the Services provided hereunder shall be instituted exclusively in the state or federal courts in Salt Lake County, Utah, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; and (b) waives any objection to such courts based on venue or inconvenience.
19. Costs of Collection.  If legal proceedings are instituted by WFQA to collect unpaid amounts due from the Client for Services rendered by WFQA, then WFQA shall be entitled to receive its reasonable costs of collection, including, without limitation, attorney’s fees and court costs.
20. Integration.  The Service Agreement together with the Incorporated Terms and the Price Schedule, constitute the sole and entire agreement of the parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter. Any quote, purchase order, or the like that is issued or submitted by Client shall be for the Client’s convenience only and shall not amend or modify the Service Agreement or its Incorporated Terms.
21. Severability. No invalidity, illegality, or unenforceability of any provision herein in any jurisdiction shall affect any other term or provision of the Service Agreement or invalidate or render such provision unenforceable in any other jurisdiction. If any provision is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify the Service Agreement so as to effect the original intent of the parties as closely as possible.
22. Notice.  All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the signature page of the Service Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email with confirmation of transmission, or certified or registered mail (in each case, return receipt requested, postage pre-paid).  Notice is effective only (a) upon receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this section.
23. Assignment.  WFQA may assign the Service Agreement to a parent, subsidiary, or affiliate of WFQA or if it is carried out as part of a merger, restructuring, or reorganization, or sale or transfer of all, or substantially all, of WFQA’s assets.  Due to certain know-your-customer obligations and service restrictions imposed on WFQA by federal laws and regulations, WFQA cannot prospectively agree to unilateral assignment by Client of the Service Agreement, and Client shall therefore not assign the Service Agreement without the express written consent of WFQA, which consent will not be unreasonably withheld.  The term “assign” includes any change of control, merger, sale, or acquisition of Client or any of its parent entities.
24. Survival.  The rights and obligations of the parties which, by their nature, should survive the termination of the Service Agreement will survive the agreement’s termination.
25. Non-Exclusivity.  The Service Agreement is non-exclusive.  Client shall not be obligated to purchase Services solely from WFQA, and WFQA may sell Services to competitors of Client and others.
26. Amendment and Modification;Waiver.  The Service Agreement may not be amended, modified, or supplemented except by an agreement in writing signed by each party hereto.  WFQA may amend, supplement, or revise its Incorporated Terms from time to time (hereafter, “Revisions”) and such Revisions shall be effective as of the date reflected in the “Last Updated” field of the applicable Incorporated Terms.  The Client’s continued ordering of Services shall constitute the Client’s acceptance of the Revisions.
    1. No failure to exercise any rights, remedy, power or privilege (“Right(s)”) arising from the Service Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any Right hereunder precludes any other or further exercise thereof or the exercise of any other Right.
27. Execution.  The Service Agreement may be executed electronically and in multiple counterparts, each of which when executed and delivered will be deemed to be an original and all of which shall be construed together as one and the same agreement. An electronically signed copy of the Service Agreement delivered by e-mail or other means of electronic transmission shall be deemed to have the same legal effect as hand delivery of an original signed paper copy of the Service Agreement.

Last updated: xx/xx/xxxx