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Unified Master Services Agreement Page 7 | 10 v.13.0 2.2.2022
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<br />for employment purposes other than suspicion of wrongdoing or misconduct by the consumer, only request an
<br />investigative consumer report if the applicable consumer has authorized in writing the procurement of the same. (D)
<br />Provide the consumer a written form with a box to check indicating whether the consumer wishes to receive a copy
<br />of any prepared investigative consumer reports relating to consumer. If the consumer wishes to receive a copy of the
<br />same, Client shall send a copy of the investigative consume r report to the consumer within three (3) business days of
<br />the date that the same is provided to Client. The copy of the investigative consumer report shall contain the name,
<br />address, and telephone number of the person who issued the report and how to contact him/her. (E) Comply with
<br />California Civil Code Sections 1785.20 and 1786.40 if the taking of adverse action is a consideration, which shall
<br />include, but may not be limited to, advising the consumer against whom an adverse action has been taken that th e
<br />adverse action was based in whole or in part upon information contained in the investigative consumer report,
<br />informing the consumer in writing of Vendor’s name, address, and telephone number, and provide the consumer of a
<br />written notice of his/her rights under the ICRA and the CCRAA.
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<br />6. Fees/Payment:
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<br />6.1 Client, or if applicable, User or other person or entity designated in any applicable Service Order as the
<br />Responsible Party for payment of Fees (collectively the “Responsible Party”) shall pay to Vendor the Fees and all
<br />other fees and amounts required under this Agreement; provided, however, if the Responsible Party is an individual
<br />(for example, an Individual User), the Fees are due and payable by the Responsible Party prior to any Services being
<br />provided. All Fees and other fees and amounts are non-cancelable and the sums paid nonrefundable. Client represents
<br />and warrants that Client is permitted under applicable law to require or designate any Responsible Party as such to be
<br />responsible for and pay the Fees and other fees and amounts. Notwithstanding anythin g provided in this Agreement
<br />or any Service Order to the contrary, in the event of any increase in Third Party Fees, if applicable, Vendor may adjust
<br />the Fees for the affected Services, upon not less than fifteen (15) days’ prior written notice to Client (which written
<br />notice may be provided by Vendor to Client via email or other means), by the amount of such increase.
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<br />6.2 If Client is responsible for payment of any Fees, Vendor will transmit to Client a written invoice for all Fees
<br />due hereunder, to the address provided in the applicable Service Order for invoicing. Client shall, unless reasonably
<br />disputed, pay to Vendor all Fees and other fees and amounts listed in each invoice within fifteen (15) days after the
<br />date of the invoice, without reduction, deduction, or withholding of any amount.
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<br />6.3 The Responsible Party will be responsible for payment of all taxes, duties, tariffs, and similar fees,
<br />assessments, or obligations related to this Agreement, except for taxes based on Vendor’s net income, capital gains,
<br />or employee withholdings. In the event Client is exempt under applicable law from the payment of any applicable
<br />taxes, Client must deliver to Vendor a copy of Client’s current and valid tax-exemption certificate or other evidence
<br />satisfactory to Vendor of Client’s exemption.
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<br />7. Representations and Warranties:
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<br /> 7.1 Client represents and warrants to Vendor that Client has the full right, power, and authority, and has taken
<br />all corporate, board, company, or other required actions necessary, to enter into, execute, and perform its obligations
<br />under this Agreement.
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<br /> 7.2 Vendor represents and warrants to Client that Vendor is the owner of the Services, or the recipient of a valid
<br />right or license thereto, that the Services (when used by Client within the scope of, and in accordance with, this
<br />Agreement) do not infringe the intellectual property rights of any third-party, and that it has and will maintain the full
<br />power and authority to grant the rights granted in this Agreement without the further consent of any third party. In
<br />the event of a breach of the representation or warranty in this subsection 7.2, Vendor, at its own expense and in its
<br />discretion, will take one or more of the following actions: (a) secure for Client the right to continue using the Services
<br />to which Client subscribed; (b) replace or modify the Services to make it or them non-infringing; or (c) terminate the
<br />infringing Services or features, functions, tools, or components of the Service(s), or this Agreement, and refund to
<br />Client an equitable pro rata portion of any prepaid fees attributable to such Services or features. In conjunction with
<br />Client’s right to terminate for breach where applicable and notwithstanding anything to the contrary in this Agreement,
<br />the preceding sentence states Vendor’s sole obligation and liability, and Client’s sole remedy, for breach of the
<br />representations and warranties in this subsection 7.2 and for any alleged or actual intellectual property infringement
<br />by the Services.
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<br />Docusign Envelope ID: A4CA1836-F4CC-417F-A6B3-95651F565E3A
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