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                                          Terms and Conditions

                                          This SERVICES AGREEMENT ("Agreement") is made and entered into as of (the "Effective Date"), by and between SOCIAL INTELLIGENCE CORP., a Delaware corporation ("SIC") and the ‘Client’, its parent, subsidiaries, predecessors, successors, affiliates, directors, officers, fiduciaries, insurers, employees and agents (jointly, "Client") with respect to the following matters.

                                          1. SERVICES. Client hereby retains and engages SIC to perform internet and social media background screening of prospective and current employees (collectively "Employees") of Client (the "Services"). In providing the Services, SIC shall use its proprietary software and methodologies to conduct a search of the internet and various social media websites to obtain publicly-available data and/or other information concerning Employees of Client. In providing the Services, SIC may also use data and information provided to SIC by third-party contractors of SIC. Any information, materials, data or other content made available to Client in connection with the Services, including any Screening Reports (as defined below) are referred to in this Agreement as the "Content." "Screening Reports" are the specific electronic notifications and/or written reports provided by SIC to Client that detail the results of the internet and social media search concerning Employees of the Client.
                                          2. TERM. The term of this Agreement (the "Term") shall begin on the Effective Date and shall continue until it is terminated by either party by delivering prior written notice thereof to the other party of not less than thirty (30) days; provided, however, that either party may terminate this Agreement immediately if the other party breaches any material term of this Agreement and such breach remains uncured for a period of fifteen (15) days following written notice thereof; and, provided, further, that SIC may terminate this Agreement immediately if Client fails to timely satisfy any payment obligations set forth below in Section 3 and Exhibit A. On the effective date of any termination of this Agreement, neither party will have any continuing obligations to the other except as required by applicable law and/or as expressly set forth herein, and: (i) SIC will no longer make the Services available unless otherwise agreed by the parties in writing; (ii) SIC will complete and deliver any Screening Reports to which the Client was entitled as of the date of expiration or termination in accordance with original delivery terms; (iii) Client shall pay SIC all amounts theretofore accrued in accordance with the original payment terms; and (iv) each party will return to the other all Confidential Information as defined herein of the other party within thirty (30) days, retaining only such copies thereof as are required to comply with applicable legal, accounting, or record-keeping requirements. Notwithstanding the foregoing, the parties agree that each other party may retain copies of all reports issued by SIC to Client pursuant to the Services, including, without limitation, Screening Reports.
                                          3. PAYMENT.
                                            1. In consideration of the Services, Client shall pay SIC the amount specified on Exhibit A within thirty (30) days of Client’s receipt of invoice. All amounts not paid when due shall bear interest at one and one-half percent (1.5%) per month as allowed by applicable law.
                                            2. Client shall be responsible for any sales or use taxes in connection with the Services.
                                          4. CONFIDENTIALITY. In the course of negotiation of and carrying out its obligations under this Agreement, a party may disclose to the other party certain Confidential Information. As used herein, the term "Confidential Information" means: (a) information regarding a party's financial condition, pricing for the Services, present or future workforce expansion or reduction plans, information systems, business operations, geographical expansion plans and/or strategies, hiring policies and/or practices, product information, and marketing and distribution plans, methods, and techniques; (b) information that is marked "confidential," "proprietary" or in like words, or that is summarized in writing as confidential prior to or promptly after disclosure to the other party; (c) any and all related summaries, research and/or reports; (d) any and all designs, ideas, concepts, and technology embodied therein; and (e) the provisions of this Agreement. By way of example and not limitation, Client acknowledges and agrees that the Services and the Content constitute Confidential Information of SIC. The term "Confidential Information" excludes any information that the receiving party can demonstrate: (i) is or becomes available to the public other than by a breach of this Agreement; (ii) was previously known to the receiving party without any obligation to hold it in confidence; (iii) was received from a third party free to disclose such information without restriction; (iv) is or was independently developed by the receiving party without the use of the other party’s Confidential Information; or (v) the other party has consented in writing to disclosure of such information, but only to the extent of such consent. Each party will use the other party’s Confidential Information only for the limited purpose of and as necessary to carry out its obligations under this Agreement and applicable law, and will not alter, copy, misappropriate, use or misuse, transfer, sell, deliver, or divulge Confidential Information for any other purpose whatsoever, unless required to do so by applicable law. Each party will treat the other party’s Confidential Information as the other’s trade secrets and will not disclose it to any third party without the other party’s prior written consent, unless required to do so under applicable law. Each party will disclose Confidential Information only to those of its employees and agents whose duties require access to such information and then only for the purposes contemplated by this Agreement. Each party’s Confidential Information is and will remain its sole property. Neither party obtains any ownership or license interest in any of the other’s Confidential Information by virtue of its disclosure under this Agreement. Each party will return to the other or destroy, at the disclosing party’s option, and retaining only such copies as are required to comply with applicable legal, accounting, record-keeping requirements, all of the other’s Confidential Information in its possession or control, within thirty (30) days after: (i) termination of this Agreement, or (ii) the other party’s request at any other time. The parties acknowledge that the harm caused by the wrongful disclosure of Confidential Information will be difficult, if not impossible, to assess on a monetary basis alone, and that legal damages may not be sufficient compensation for such wrongful disclosure. Therefore, either party may enforce its rights under this Section 4 by equitable means, including, but not limited to, injunctive relief, in addition to any other remedies to which it is otherwise entitled. The provisions of this Section 4 will survive termination of this Agreement.
                                          5. NON-EXCLUSIVITY OF SERVICES. Nothing contained herein shall restrict or preclude SIC from providing Services to any other person or entity.
                                          6. OWNERSHIP AND LICENSE. The Services, ideas, methods of operation, processes, know-how, aesthetic aspects, software, documentation, sub-systems and modules used by SIC in connection with providing the Services and producing the Content are proprietary materials which contain valuable trade secrets of SIC and all intellectual property rights associated therewith are owned exclusively by SIC. SIC retains title to all intellectual property and other rights related to the Services. SIC hereby grants to Client a non-exclusive, royalty-free license to use the Content and Screening Reports in accordance with applicable law.
                                          7. REPRESENTATIONS AND WARRANTIES AND FCRA CERTIFICATIONS. Each party hereby represents and warrants to each other that: (a) it has the right and ability to enter into this Agreement; (b) this Agreement constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms, and (c) the execution, delivery and performance of this Agreement has been authorized by all necessary corporate action or actions.
                                            1. Client hereby certifies that all of its orders for Screening Reports from SIC shall be made, and the resulting Screening Reports shall be used, either for an "employment purpose" or as defined under the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq., permissible purposes. Client certifies to SIC that the Screening Reports it receives will not be used in violation of any applicable federal, state or local laws, but not limited to the FCRA, Title VII of the Civil Rights Act of 1964, and any EEO laws and regulations. Client accepts full responsibility for complying with all such laws and for using the Screening Reports it receives from SIC in a legally acceptable fashion. To that end, Client agrees to comply with and provide all statutorily required notices in Section 615 of the FCRA and other state laws when using the Screening Reports. Client further accepts full responsibility for any and all consequences of use and/or dissemination of the Screening Reports. Client further agrees that each Screening Report will only be used for the specific permissible purpose disclosed to SIC and for no other purpose. Client further agrees that each Screening Report will only be used for a one-time use.
                                            2. As a condition of entering into this Agreement, Client agrees that compliance with all federal, state, and local laws, rules, ordinances, and regulations ("Laws") applicable to: (i) its use of the Content and/or Screening Reports, (ii) the particular industry in which Client does business, and/or (iii) Client’s business operations or structure, is the sole responsibility of Client. Client further states that it has in place reasonable procedures designed to comply with all applicable Laws. Client certifies that it will retain any information it receives from SIC for a period of five years from the date the report was received, and will make such reports available to SIC upon request.
                                            3. Client acknowledges that it has received a copy of the Summary of Rights (16 C.F.R. Part 601, Appendix A), attached hereto as Exhibit C and Notice of Users of Consumer Reports (16 C.F.R. Part 601, Appendix C), attached hereto as Exhibit D.
                                            4. Client understands that any person who knowingly and willfully obtains information on a consumer from SIC under false pretenses shall be fined under title 18, United States Code, imprisoned for not more than 2 years, or both.
                                            5. If the Screening Reports Client obtains from SIC are to be used for an employment purpose, Client certifies that prior to obtaining or causing a "consumer report" to be obtained, a clear and conspicuous disclosure, in a document consisting solely of the disclosure, will be made in writing to the Employee explaining that a consumer report may be obtained for employment purposes. When requesting Screening Reports, Client will certify and certifies that (i) it has provided a clear and conspicuous disclosure to the Employee and the Employee has authorized in writing procurement of the Screening Report, (ii) it will comply with the adverse action requirements of the FCRA (section 604 and 615), and (iii) information from the Screening Report will not be used in violation of any applicable Federal or State equal employment opportunity law or regulation.
                                            6. In addition to the foregoing, SIC agrees that compliance with all federal, state, and local laws, rules, ordinances, and regulations ("Laws") applicable to: (i) its aggregation of the Content, (ii) its generation of the Monitoring Reports, and/or (iii) the particular industry in which SIC does business, is the sole responsibility of SIC. Specifically, SIC also agrees that, as a ‘consumer reporting agency’ (as that term is defined in 15 U.S.C. 1681a), it will comply with all applicable procedures and requirements of the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq.
                                            7. If Client is permitted to request consumer reports for employment purposes via SIC’s website, then, in addition to all other obligations, Client agrees to abide by such additional conditions that may be imposed to utilize the website, provide all required certifications electronically, to maintain complete and accurate files containing all required consent, authorization and disclosure forms with regard to each consumer for whom a report has been requested, and maintain strict security procedures and controls to assure that its personnel are not able to use End-User’s Internet access to obtain reports for improper, illegal or unauthorized purposes. Client agrees to allow SIC to audit its records at any time, upon reasonable notice given. Breaches of this Agreement and/or violations of applicable law discovered by SIC may result in immediate suspension and/or termination of the account, legal action and/or referral to federal or state regulatory agencies.
                                          8. DATA SECURITY. Client acknowledges that the information available through the Services may include personally identifiable information and it is Client’s obligation to keep all such accessed information confidential and secure. Accordingly, Client shall (a) restrict access to the Services to those employees who have a need to know as part of their official duties; (b) ensure that none of its employees shall (i) obtain and/or use any information from the Services for personal reasons, or (ii) transfer any information received through the Services to any party except as permitted hereunder; (c) keep all user identification numbers, and related passwords, or other security measures (collectively, "User IDs") confidential and prohibit the sharing of User IDs; (d) immediately deactivate the User ID of any employee who no longer has a need to know, or for terminated employees on or prior to the date of termination; (e) in addition to any obligations under Section 8 and Section 9, take all commercially reasonable measures to prevent unauthorized access to, or use of, the Services or data received therefrom, whether the same is in electronic form or hard copy, by any person or entity; (f) maintain and enforce data destruction procedures to protect the security and confidentiality of all information obtained through the Services as it is being disposed; (g) be capable of receiving the Services where the same are provided utilizing "secure socket layer," or such other means of secure transmission as is deemed reasonable by SIC; (h) not access and/or use the Services via mechanical, programmatic, robotic, scripted or other automated search means, other than through batch or machine-to-machine applications approved by SIC; and (i) take all steps to protect their networks and computer environments, or those used to access the Services, from compromise. Client agrees that on at least a quarterly basis it will review searches performed by its User IDs to ensure that such searches were performed for a legitimate permissible purpose and in compliance with all terms and conditions herein. Client will implement policies and procedures to prevent unauthorized use of User IDs and the Services and will immediately notify SIC, in writing to the SIC] if Client suspects, has reason to believe or confirms that a User ID or the Services (or data derived directly or indirectly therefrom) is or has been lost, stolen, compromised, misused or used, accessed or acquired in an unauthorized manner or by any unauthorized person, or for any purpose other than a permissible purpose. Customer shall remain solely liable for all costs associated therewith and shall further reimburse SIC for any expenses it incurs due to Client’s failure to prevent such impermissible use or access of User IDs and/or the Services, or any actions required as a result thereof. In the event of any type of data security incident or breach, SIC may, in its sole discretion, take immediate action, including suspension or termination of Client’s account, without further obligation or liability of any kind.
                                          9. DATA PROTECTION. SIC shall comply with applicable Data Protection Legislation (as defined below) and shall (i) act only in accordance with this Agreement and with the instructions of Client in relation to the processing of personal data (including instructions relating to the return or destruction of personal data), (ii) take reasonable steps to ensure the reliability of staff having access to personal data and that all staff to whom it discloses personal data are made aware that the personal data is considered confidential information of Client and subject to these data protection requirements; and (iii) shall immediately, and in any event within forty-eight (48) hours, notify Client via email of any breach of security leading to the accidental or unauthorized destruction, loss, alteration, disclosure of, or access to any confidential information, including personal data. SIC represents, warrants, and agrees that it has in place and will use commercially reasonable efforts to maintain physical, electronic and procedural safeguards reasonably designed to protect the security, confidentiality and integrity of, and to prevent unauthorized access to or use of confidential information provided hereunder, including personal data. "Data Protection Legislation" means all applicable laws and regulations relating to the processing of personal data and privacy including but not limited to the Data Protection Act 2018, the EU’s General Data Protection Regulation 2016/679 ("GDPR") and any implementing or supplementing legislation or any statutory instrument, order, rule or regulation made thereunder, as from time to time amended, extended, re-enacted or consolidated and the terms "controller", "processor", "process" and "personal data" shall have the meanings given to those terms in such data protection laws and regulations.
                                          10. WARRANTY AND LIMITATION OF LIABILITY.
                                          11. INDEMNIFICATION. Client agrees to indemnify, defend and hold SIC, its officers, directors, employees, shareholders, agents, successors and permitted assigns (each, an "Indemnified Person"), harmless from and against any and all demands, claims, causes of action, losses, damages, liabilities, costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) (collectively "Claims") asserted against, imposed upon, or incurred by any Indemnified Person resulting from: (i) any breach by Client of any representations and warranties made by Client herein, (ii) any breach or non-fulfillment in the performance of Client’s covenants and agreements contained herein or any act or omission by an agent or independent contractor of Client in connection with the performance of Client’s covenants and agreements hereunder and in connection with the operation of Client’s business, (iii) Client’s failure to comply with any provision of applicable law in its use or handling of the Content and/or Screening Reports, or Client’s negligence or willful misconduct, and (iv) any adverse action, as that term is defined in 15 U.S.C. 1681a(k)(1)(B)(ii), made by Client in reliance on the Services, Content, and/or Screening Reports provided to Client under this Agreement. Without limiting the generality of the foregoing, this includes any claims made by Client’s prospective, current, or former employees.
                                          12. USE. Client may only use the Content, including the Screening Reports, for ‘employment purposes’ (as that term is defined in 15 U.S.C. 1681a), and may not resell, sublicense, deliver, display, disseminate, or recompile the Content for any purposes not expressly permitted by applicable law or this Agreement. All Services and Content made available to Client are furnished by SIC subject to the conditions that there will be no abuse, fraudulent activity, or illegal use of such Services and Content, and that the Content will not be used in violation of any applicable federal or state equal opportunity law or regulation..
                                          13. ATTORNEYS' FEES. If any action at law or equity is brought to enforce or interpret this Agreement's terms or the underlying relationship, the prevailing party in such an action is entitled to recover its attorneys' fees, court fees and related costs from the losing party in addition to any other relief to which the prevailing party may be entitled.
                                          14. NOTICES. Any and all notices required by this Agreement must be in writing and must be sent by hand messenger, certified or registered mail, first class mail with return receipt requested or overnight mail or overnight delivery service. Any such notice will be deemed delivered when actually signed for or received. Notices may also be sent by facsimile with confirmation of receipt. All notices shall be sent to the party's address set forth on the signature page hereto which can be changed by written notice to the other party.
                                          15. RELATIONSHIP. The parties to this Agreement are and shall remain independent business venturers, and nothing herein shall be construed to create a partnership or joint venture between them, and neither shall have the power or authority to bind or obligate the other in any manner not expressly set forth herein. Each party agrees not to act in any way that contradicts this status. Client agrees to allow SIC to publicize in SIC’s sales and marketing materials and on SIC’s website the fact that Client is a customer of SIC.
                                          16. AMENDMENTS. This Agreement may only be changed, altered or modified by a writing actually signed by an authorized officer of the party against whom enforcement of the modification, change or alteration is sought.
                                          17. CHOICE OF LAW, FORUM AND VENUE. This Agreement is deemed made in Santa Barbara, California with the parties' performance occurring therein. As such, this Agreement will be interpreted under the internal laws of the State of California. Any controversies shall be exclusively resolved in California using the appropriate state court located in Santa Barbara County. Each party hereby consents to the jurisdiction of said Courts, and agree to construe this agreement as jointly prepared.
                                          18. ASSIGNMENT. Client shall not assign this Agreement without the prior written consent of SIC. Any attempt to assign this Agreement without prior consent shall be void.
                                          19. FORCE MAJEURE. Neither party will be responsible or liable in any way for its failure to perform or delay in performance of its obligations under this Agreement during any period in which performance is prevented or hindered by conditions beyond its reasonable control, including, but not limited to, acts of God, fire, flood, failure or public utilities, war, criminal activity, malicious acts, embargo, strikes, labor disturbances, explosions, riots, and laws, rules, regulations and orders of any governmental authority.
                                          20. EXPORT CONTROLS. Client will not export, re-export, transfer, or otherwise make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all U.S. export control laws and regulations and those of any other country within whose jurisdiction Client operates or does business.
                                          21. SEVERABILITY. If any provision of this Agreement, or the application thereof to any person or circumstance, shall be held invalid or unenforceable under any applicable law, such invalidity or unenforceability shall not affect any other provision of this Agreement that can be given effect without the invalid or unenforceable provision, or the application of such provision to other persons or circumstances, and, to this end, the provisions hereof are severable.
                                          22. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties concerning the matters set forth herein, and supersedes and replaces all prior and contemporaneous understandings, whether oral or written, regarding such matters. No waiver of any of the provisions hereof shall be binding upon any party unless in writing and signed by the party to be charged.
                                          23. COUNTERPARTS. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall be deemed one and the same instrument.

                                          EXHIBIT A

                                          a. Social Intelligence Report

                                          A background check that involves a combination of technology and human expert analytics to identify a subject's online presence. Once the subject's risk profile is identified, seven (7) years of the most recent publicly available content is reviewed and a report is then created with a summary of screenshot examples of potentially adverse material in the following categories: demonstration of intolerance, violence, theft/fraud, solicitation, underage drinking, marijuana, illicit drugs, and sexually explicit material.

                                          EXHIBIT B

                                          Para información en español, visite o escribe a la Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.

                                          A Summary of Your Rights Under the Fair Credit Reporting Act

                                          The federal Fair Credit Reporting Act (FCRA) promotes the accuracy, fairness, and privacy of information in the files of consumer reporting agencies. There are many types of consumer reporting agencies, including credit bureaus and specialty agencies (such as agencies that sell information about check writing histories, medical records, and rental history records). Here is a summary of your major rights under the FCRA. For more information, including information about additional rights, go to or write to: Consumer Financial Protection Bureau, 1700 G Street N.W., Washington, DC 20552.

                                          • You must be told if information in your file has been used against you. Anyone who uses a credit report or another type of consumer report to deny your application for credit, insurance, or employment – or to take another adverse action against you – must tell you, and must give you the name, address, and phone number of the agency that provided the information.
                                          • You have the right to know what is in your file. You may request and obtain all the information about you in the files of a consumer reporting agency (your “file disclosure”). You will be required to provide proper identification, which may include your Social Security number. In many cases, the disclosure will be free. You are entitled to a free file disclosure if:
                                            • a person has taken adverse action against you because of information in your credit report;
                                            • you are the victim of identity theft and place a fraud alert in your file;
                                            • your file contains inaccurate information as a result of fraud;
                                            • you are on public assistance;
                                            • you are unemployed but expect to apply for employment within 60 days.
                                            In addition, all consumers are entitled to one free disclosure every 12 months upon request from each nationwide credit bureau and from nationwide specialty consumer reporting agencies. See for additional information.
                                          • You have the right to ask for a credit score. Credit scores are numerical summaries of your credit-worthiness based on information from credit bureaus. You may request a credit score from consumer reporting agencies that create scores or distribute scores used in residential real property loans, but you will have to pay for it. In some mortgage transactions, you will receive credit score information for free from the mortgage lender.
                                          • You have the right to dispute incomplete or inaccurate information. If you identify information in your file that is incomplete or inaccurate, and report it to the consumer reporting agency, the agency must investigate unless your dispute is frivolous. See for an explanation of dispute procedures.
                                          • Consumer reporting agencies must correct or delete inaccurate, incomplete, or unverifiable information. Inaccurate, incomplete or unverifiable information must be removed or corrected, usually within 30 days. However, a consumer reporting agency may continue to report information it has verified as accurate.
                                          • Consumer reporting agencies may not report outdated negative information. In most cases, a consumer reporting agency may not report negative information that is more than seven years old, or bankruptcies that are more than 10 years old.
                                          • Access to your file is limited. A consumer reporting agency may provide information about you only to people with a valid need – usually to consider an application with a creditor, insurer, employer, landlord, or other business. The FCRA specifies those with a valid need for access.
                                          • You must give your consent for reports to be provided to employers. A consumer reporting agency may not give out information about you to your employer, or a potential employer, without your written consent given to the employer. Written consent generally is not required in the trucking industry. For more information, go to
                                          • You may limit "prescreened" offers of credit and insurance you get based on information in your credit report. Unsolicited "prescreened" offers for credit and insurance must include a toll-free phone number you can call if you choose to remove your name and address from the lists these offers are based on. You may opt-out with the nationwide credit bureaus at 1-888-567-8688.
                                          • The following FCRA right applies with respect to nationwide consumer reporting agencies:

                                              Consumers Have the Right To Obtain a Security Freeze

                                              You have a right to place a "security freeze" on your credit report, which will prohibit a consumer reporting agency from releasing information in your credit report without your express authorization. The security freeze is designed to prevent credit, loans, and services from being approved in your name without your consent. However, you should be aware that using a security freeze to take control over who gets access to the personal and financial information in your credit report may delay, interfere with, or prohibit the timely approval of any subsequent request or application you make regarding a new loan, credit, mortgage, or any other account involving the extension of credit.

                                              As an alternative to a security freeze, you have the right to place an initial or extended fraud alert on your credit file at no cost. An initial fraud alert is a 1-year alert that is placed on a consumer’s credit file. Upon seeing a fraud alert display on a consumer’s credit file, a business is required to take steps to verify the consumer’s identity before extending new credit. If you are a victim of identity theft, you are entitled to an extended fraud alert, which is a fraud alert lasting 7 years.

                                              A security freeze does not apply to a person or entity, or its affiliates, or collection agencies acting on behalf of the person or entity, with which you have an existing account that requests information in your credit report for the purposes of reviewing or collecting the account. Reviewing the account includes activities related to account maintenance, monitoring, credit line increases, and account upgrades and enhancements.

                                          • You may seek damages from violators. If a consumer reporting agency, or, in some cases, a user of consumer reports or a furnisher of information to a consumer reporting agency violates the FCRA, you may be able to sue in state or federal court.
                                          • Identity theft victims and active duty military personnel have additional rights. For more information, visit

                                          States may enforce the FCRA, and many states have their own consumer reporting laws. In some cases, you may have more rights under state law. For more information, contact your state or local consumer protection agency or your state Attorney General. For information about your federal rights, contact:

                                          TYPE OF BUSINESS CONTACT
                                          1.a. Banks, savings associations, and credit
                                          unions with total assets of over $10 billion and
                                          their affiliates
                                          a. Consumer Financial Protection Bureau
                                          1700 G Street, N.W.
                                          Washington, DC 20552
                                          b. Such affiliates that are not banks, savings
                                          associations, or credit unions also should list,
                                          in addition to the CFPB:
                                          b. Federal Trade Commission:
                                          Consumer Response Center – FCRA
                                          Washington, DC 20580
                                          (877) 382-4357
                                          2. To the extent not included in item 1 above:
                                          a. National banks, federal savings associations,
                                          and federal branches and federal agencies of
                                          foreign banks
                                          a. Office of the Comptroller of the Currency
                                          Customer Assistance Group
                                          1301 McKinney Street, Suite 3450
                                          Houston, TX 77010-9050
                                          b. State member banks, branches and agencies
                                          of foreign banks (other than federal branches,
                                          federal agencies, and Insured State Branches of
                                          Foreign Banks), commercial lending
                                          companies owned or controlled by foreign
                                          banks, and organizations operating under
                                          section 25 or 25A of the Federal Reserve Act
                                          b. Federal Reserve Consumer Help Center
                                          P.O. Box. 1200
                                          Minneapolis, MN 55480
                                          c. Nonmember Insured Banks, Insured State
                                          Branches of Foreign Banks, and insured state
                                          savings associations
                                          c. FDIC Consumer Response Center
                                          1100 Walnut Street, Box #11
                                          Kansas City, MO 64106
                                          d. Federal Credit Unions d. National Credit Union Administration
                                          Office of Consumer Protection (OCP)
                                          Division of Consumer Compliance and
                                          Outreach (DCCO)
                                          1775 Duke Street
                                          Alexandria, VA 22314
                                          3. Air carriers Asst. General Counsel for Aviation
                                          Enforcement & Proceedings
                                          Aviation Consumer Protection Division
                                          Department of Transportation
                                          1200 New Jersey Avenue, S.E.
                                          Washington, DC 20590
                                          4. Creditors Subject to the Surface
                                          Transportation Board
                                          Office of Proceedings, Surface Transportation
                                          Department of Transportation
                                          395 E Street, S.W.
                                          Washington, DC 20423
                                          5. Creditors Subject to the Packers and
                                          Stockyards Act, 1921
                                          Nearest Packers and Stockyards
                                          Administration area supervisor
                                          6. Small Business Investment Companies Associate Deputy Administrator for Capital
                                          United States Small Business Administration
                                          409 Third Street, S.W., 8th Floor
                                          Washington, DC 20416
                                          7. Brokers and Dealers Securities and Exchange Commission
                                          100 F Street, N.E.
                                          Washington, DC 20549
                                          8. Federal Land Banks, Federal Land Bank
                                          Associations, Federal Intermediate Credit
                                          Banks, and Production Credit Associations
                                          Farm Credit Administration
                                          1501 Farm Credit Drive
                                          McLean, VA 22102-5090
                                          9. Retailers, Finance Companies, and All Other
                                          Creditors Not Listed Above
                                          FTC Regional Office for region in which the
                                          creditor operates or Federal Trade
                                          Commission: Consumer Response Center –
                                          Washington, DC 20580
                                          (877) 382-4357

                                          EXHIBIT C

                                          All users of consumer reports must comply with all applicable regulations. Information about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s website,


                                          The Fair Credit Reporting Act (FCRA), 15 U.S.C. §1681-1681y, requires that this notice be provided to inform users of consumer reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the Consumer Financial Protection Bureau’s (CFPB) website at At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the Bureau’s website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA.

                                          The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher.

                                          I. Obligations of All Users of Consumer Reports

                                          A. Users Must Have a Permissible Purpose

                                          Congress has limited the use of consumer reports to protect consumers’ privacy. All users must have a permissible purpose under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These are:

                                          • As ordered by a court or federal grand jury subpoena. Section 604(a)(1)
                                          • As instructed by the consumer in writing. Section 604(a)(2)
                                          • For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer’s account. Section 604(a)(3)(A)
                                          • For employment purposes, including hiring and promotion decisions, where the consumer has given written permission. Section 604(a)(3)(B) and 604(b)
                                          • For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C)
                                          • When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer. Section 604(a)(3)(F)(i)
                                          • To review a consumer’s account to determine whether the consumer continues to meet the terms of the account. Section 604(a)(3)(F)(ii)
                                          • To determine a consumer’s eligibility for a license or other benefit granted by a governmental instrumentality required by law to consider an applicant’s financial responsibility or status. Section 604(a)(3)(D)
                                          • For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment risks associated with an existing credit obligation. Section 604(a)(3)(E)
                                          • For use by state or local officials in connection with the determination of child support payments, or modifications and enforcement thereof. Sections 604(a)(4) and 604(a)(5).

                                          In addition, creditors and insurers may obtain certain consumer report information for the purpose of making "prescreened" unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of "prescreened" information are described in Section VII below.

                                          B. Users Must Provide Certifications

                                          Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report will not be used for any other purpose.

                                          C. Users Must Notify Consumers When Adverse Actions Are Taken

                                          The term "adverse action" is defined very broadly by Section 603. "Adverse actions" include all business, credit, and employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of the FCRA – such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer.

                                          1. Adverse Actions Based on Information Obtained From a CRA

                                            If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally, or by electronic means. It must include the following:

                                            • The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a nationwide CRA) that provided the report.
                                            • A statement that the CRA did not make the adverse decision and is not able to explain why the decision was made.
                                            • A statement setting forth the consumer’s right to obtain a free disclosure of the consumer’s file from the CRA if the consumer makes a request within 60 days.
                                            • A statement setting forth the consumer’s right to dispute directly with the CRA the accuracy or completeness of any information provided by the CRA.
                                          2. Adverse Actions Based on Information Obtained from Third Parties Who Are Not Consumer Reporting Agencies

                                            If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or partly upon information from a person other than a CRA, and the information is the type of consumer information covered by the FCRA, Section 615(b)(1) requires that the user clearly and accurately disclose to the consumer his or her right to be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of notification. The user must provide the disclosure within a reasonable period of time following the consumer's written request.

                                          3. Adverse Actions Based on Information Obtained From Affiliates

                                            If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer, based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the user of the information by common ownership or control, Section 615(b)(2) requires the user to notify the consumer of the adverse action. The notice must inform the consumer that he or she may obtain a disclosure of the nature of the information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the request. If consumer report information is shared among affiliates and then used for an adverse action, the user must make an adverse action disclosure set forth in I.C.1 above.

                                          D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files

                                          When a consumer has placed a fraud alert, including one relating to identity theft, or an active duty military alert with a nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A(h) imposes limitations on users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the consumer in accordance with the contact information provided in the consumer's alert.

                                          E. Users Have Obligations When Notified of an Address Discrepancy

                                          Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer's file. When this occurs, users must comply with regulations specifying the procedures to be followed. Federal regulations are available at

                                          F. Users Have Obligations When Disposing of Records

                                          Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records containing this information. Federal regulations have been issued that cover disposal.

                                          II. Creditors Must Make Additional Disclosures

                                          If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a consumer on material terms that are materially less favorable than the most favorable terms available to a substantial proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide a risk-based pricing notice to the consumer in accordance with regulations prescribed by the Consumer Financial Protection Bureau.

                                          Section 609(g) requires a disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit scores. These persons must provide credit scores and other information about credit scores to applicants, including the disclosure set forth in Section 609(g)(1)(D) ("Notice to the Home Loan Applicant").

                                          III. Obligations Of Users When Consumer Reports Are Obtained For Employment Purposes

                                          A. Employment Other Than in the Trucking Industry

                                          If information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section 604(b) of the FCRA. The user must:

                                          • Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that consists solely of the disclosure, that a consumer report may be obtained.
                                          • Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment may be obtained at the time of employment.
                                          • Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based on the consumer report, a copy of the report and a summary of the consumer’s rights will be provided to the consumer.
                                          • Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary of the consumer’s rights. (The user should receive this summary from the CRA.). A Section 615(a) adverse action notice should be sent after the adverse action is taken.

                                          An adverse action notice also is required in employment situations if credit information (other than transactions and experience data) obtained from an affiliate is used to deny employment. Section 615(b)(2).

                                          The procedures for investigative consumer reports and employee misconduct investigations are set forth below.

                                          B. Employment in the Trucking Industry

                                          Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail, telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking company by contacting the company.

                                          IV. Obligations When Investigative Consumer Reports Are Used

                                          Investigative consumer reports are a special type of consumer report in which information about a consumer’s character, general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person that is a consumer reporting agency. Consumers who are the subject of such reports are given special rights under the FCRA. If a user intends to obtain an investigative consumer report, Section 606 requires the following:

                                          • The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three days after the date on which the report was first requested. The disclosure must include a statement informing the consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights will be provided by the CRA that conducts the investigation.)
                                          • The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the disclosure below.
                                          • Upon written request of a consumer made within a reasonable period of time after the disclosures required above, the user must make a complete disclosure of the nature and scope of the investigation. This must be made in a written statement that is mailed, or otherwise delivered, to the consumer no later than five days after the date on which the request was received from the consumer or the report was first requested, whichever is later in time.

                                          V. Special Procedures for Employee Investigations

                                          Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with Federal, state or local laws and regulations or the rules of a self- regulatory organization, and compliance with written policies of the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee if an adverse action is taken based on the investigation.

                                          VI. Obligations Of Users Of Medical Information

                                          Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment information that appears in a coded form that does not identify the medical provider). If the information is to be used for an insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report is to be used for employment purposes - or in connection with a credit transaction (except as provided in federal regulations) - the consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical information shall not disclose the information to any other person (except where necessary to carry out the purpose for which the information was disclosed, or as permitted by statute, regulation, or order).

                                          VII. Obligations Of Users Of "Prescreened" Lists

                                          The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited offers of credit or insurance under certain circumstances. Section 603(l), 604(c), 604(e), and 615(d). This practice is known as "prescreening" and typically involves obtaining from a CRA a list of consumers who meet certain pre-established criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with each written solicitation a clear and conspicuous statement that:
                                          • Information contained in a consumer’s CRA file was used in connection with the transaction.
                                          • The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to screen for the offer.
                                          • Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the consumer does not furnish required collateral.
                                          • The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of credit or insurance by contacting the notification system established by the CRA that provided the report. This statement must include the address and the toll-free telephone number of the appropriate notification system.
                                          In addition, once the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d), with which users must comply. The relevant regulation is 12 CFR 1022.54.

                                          VIII. Obligations of Resellers

                                          A. Disclosure and Certification Requirements

                                          Section 607(e) requires any person who obtains a consumer report for resale to take the following steps:

                                          • Disclose the identity of the end-user to the source CRA.
                                          • Identify to the source CRA each permissible purpose for which the report will be furnished to the end- user.
                                          • Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including procedures to obtain:
                                            1. the identity of all end-users;
                                            2. certifications from all users of each purposes for which reports will be used; and
                                            3. certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller. Resellers must make reasonable efforts to verify this information before selling the report.

                                          B. Reinvestigations by Resellers

                                          Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller, the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the information. If not, the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the reseller of the results of an investigation, the reseller must immediately convey the information to the consumer.

                                          C. Fraud Alerts and Resellers

                                          Section 605A(f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to include these in their reports.

                                          IX. Liability For Violations Of The FCRA

                                          Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false pretenses may face criminal prosecution. Section 619.

                                          The CFPB’s website,, has more information about the FCRA, including publications for businesses and the full text of the FCRA.

                                          Citations for the FCRA sections in the U.S. Code, 15 U.S.C.§ 1681 et seq.:
                                          Section 602 15 U.S.C. 1681
                                          Section 603 15 U.S.C. 1681a
                                          Section 604 15 U.S.C. 1681b
                                          Section 605 15 U.S.C. 1681c
                                          Section 605A 15 U.S.C. 1681cA
                                          Section 605B 15 U.S.C. 1681cB
                                          Section 606 15 U.S.C. 1681d
                                          Section 607 15 U.S.C. 1681e
                                          Section 608 15 U.S.C. 1681f
                                          Section 609 15 U.S.C. 1681g
                                          Section 610 15 U.S.C. 1681h
                                          Section 611 15 U.S.C. 1681i
                                          Section 612 15 U.S.C. 1681j
                                          Section 613 15 U.S.C. 1681k
                                          Section 614 15 U.S.C. 1681l
                                          Section 615 15 U.S.C. 1681m
                                          Section 616 15 U.S.C. 1681n
                                          Section 617 15 U.S.C. 1681o
                                          Section 618 15 U.S.C. 1681p
                                          Section 619 15 U.S.C. 1681q
                                          Section 620 15 U.S.C. 1681r
                                          Section 621 15 U.S.C. 1681s
                                          Section 622 15 U.S.C. 1681s-1
                                          Section 623 15 U.S.C. 1681s-2
                                          Section 624 15 U.S.C. 1681t
                                          Section 625 15 U.S.C. 1681u
                                          Section 626 15 U.S.C. 1681v
                                          Section 627 15 U.S.C. 1681w
                                          Section 628 15 U.S.C. 1681x
                                          Section 629 15 U.S.C. 1681y
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