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WHEREAS, 365BackgroundChecks operates Background Check and Drug Screening Services, a la cart, (the “Service”), a service used to compile and/or produce consumer,(also referred to as “Applicant” in this document) reports for clients which may include information about a consumer’s (also referred to as an employee or an applicant for employment) dates of previous employment, salary, licensure, accidents, work experience, along with reasons for termination of past employment, credit (except California), workers’ compensation claims, driving records, criminal records, education, military records (DD214), judgments, bankruptcy proceedings, references, etc., from federal, state, county and other agencies that may be public or private agencies that maintain such records for employment purposes. 365BackgroundChecks also compiles and produces “investigative consumer reports,” as defined by the federal Fair Credit Reporting Act (FCRA), which may contain information obtained through personal interviews with neighbors, friends, former employers, or past or current associates of the consumer to gather information regarding the consumer’s work performance, character, general reputation, mode of living, and personal characteristics may be obtained for employment purposes and will be used for no other purpose. In addition, 365BackgroundChecks offers drug testing services that are collected from the consumer and will only be obtained for employment purposes.

If and when 365BackgroundChecks offers “investigative consumer reports,” 365BackgroundChecks also will comply in such cases and produces “investigative consumer reports,” as defined by the federal Fair Credit Reporting Act (FCRA), which may contain information obtained through personal interviews with neighbors, friends, former employers, or past or current associates of the consumer to gather information regarding the consumer’s work performance, character, general reputation, mode of living, and personal characteristics may be obtained for employment purposes and will be used for no other purpose.

WHEREAS, 365BackgroundChecks operates as a consumer reporting agency (as defined by the federal Fair Credit Reporting Act, 15 U.S.C. 1681 et seq.) and will adhere to applicable laws set forth in the preparation and transmission of the reports for employment purposes and will be used for no other purpose.

WHEREAS, 365BackgroundChecks agrees to follow proper protocol as set forth by the FCRA, which is governed by the Consumer Financial Protection Bureau, and by 365BackgroundChecks own internal policies, in order to ensure reasonable accuracy of consumer reports. If requested by the Client or the consumer, 365BackgroundChecks will re-verify, at no additional charge to either party, the consumer’s report that contains discrepancies provided to the Client.

WHEREAS, 365BackgroundChecks agrees to follow proper protocol in regards to employment drug testing services, including but not limited to the Department of Health and Human Services (“HHS”), Department of Transportation (“DOT”), Nuclear Regulatory Commission (“NRC”) guidelines and any applicable federal, state and local laws.

WHEREAS, 365BackgroundChecks agrees to follow proper record retention protocol set forth by the Federal Trade Commission (“FTC”) and 365BackgroundChecks internal Record Retention and Destruction policy. Trubackground’s

Record Retention and Destruction policy states 365BackgroundChecks will retain all consumer related files for seven (7) years from when the file was initially requested by the Client. 365BackgroundChecks is a registered d/b/a/ of Trubackgrounds, LLC.

NOW, THEREFORE, in consideration of the promises and mutual covenants contained in this Agreement, the Parties agree as follows:

1. 1.   CONFIDENTIALITY.

   1. 1.1   Client agrees to keep all reports, whether oral or written, strictly confidential, and, except as required under 15 USC-1681d or any other legal process, shall not divulge the information to any other person other than a person whose duty requires him or her to participate in the decision for which the report was ordered.

   2. 1.2   Client agrees that only Authorized Users can order or have access to consumer information provided by 365BackgroundChecks. Client may, in writing, authorize additional users on Client’s account who can access the secure on-line system or who can access consumer information on behalf of Client via telephone.

   3. 1.3   The client understands the sensitive nature of consumer reports, the need to protect the information contained in the reports, and the consumer report retention and destruction practices outlined by the FCRA and DPPA. 365BackgroundChecks and the client agree to:

      1. 1.3.1   Limit dissemination of consumer information only to those with a legitimate need to know, those that have a permissible purpose, and those who are authorized by the Consumer;

      2. 1.3.2   Retain Consumer data in a confidential manner;

      3. 1.3.3   Destroy data in a secure manner to make it inaccessible, unreadable, and/or unrecoverable; and

      4. 1.3.4   Protect the privacy of Consumer information contained in motor vehicle records and access DMV records only with written consent of the consumer.

2. 2.   QUALIFIED CLIENT.

   1. 2.1   Client will only be given access to some restricted Consumer information once the following criteria has been verified:

      1. 2.1.1   Address

      2. 2.1.2   Main telephone number

      3. 2.1.3   Copy of business license or organization paper received with “filed” stamped by appropriate government agency.

      4. 2.1.4   Business reference (if applicable)

      5. 2.1.5   The client has signed the client service agreement by an authorized representative.

      6. 2.1.6   On-Site Visual Inspection Method (if applicable) - On-Site visual inspection of client’s premises is to ensure the client is a valid business and it has a true business identity.

3. 3.   USER NAMES.

   1. 3.1.   Client agrees to create unique and separate username(s) and password(s), for each person accessing the 365BackgroundChecks portals /websites.

   2. 3.2.   Client will not, under any circumstance, share log in username(s) or password(s) with anyone other than the person who has been assigned that information.

4. 4.   PURPOSE & AUTHORIZATION.

   1. 4.1.   Client agrees to provide the Consumer with a clear and conspicuous stand-alone written disclosure document informing the Consumer that a consumer report may be obtained for employment purposes.

   2. 4.2.   Client agrees to obtain a signed Authorization form, and to remain in compliance with state and federal laws, from each Consumer prior to requesting a background check, Drug Screen and or consumer report.

   3. 4.3.   Client agrees to retain a signed Authorization form for as long as the Consumer is employed with Client or for a minimum of 1 year from when the consumer repot was requested if not hired.

   4. 4.4.   The client understands it must have a permissible purpose for ordering information and further agrees to comply with disclosure and authorization requirements to the Consumer as required by the FCRA.

   5. 4.5.   Client agrees not to request any information beyond information used to verify suitability of a Consumer for employment.

5. 5.   LEGAL RESPONSIBILITIES.

   1. 5.1.   Client understands it must have a permissible purpose for ordering information and further agrees to comply with disclosure and authorization requirements to the Consumer as required by the FCRA.

   2. 5.2.   Client understands and agrees to comply with adverse action procedures required by the FCRA.

   3. 5.3.   Client understands and agrees to comply and provide “A Summary of Your Rights Under the Fair Credit Reporting Act” to and applicant or Consumer.

   4. 5.4.   Client understands the confidential nature of the information being requested and will keep it confidential.

   5. 5.5.   Client will comply with all laws and regulations and will not use consumer information in violation of any state or federal law, including Equal Opportunity laws.

   6. 5.6.   365BackgroundChecks has advised Client that use of consumer reports must conform to certain legal requirements and that Client should consult with its legal counsel regarding its specific legal responsibilities.

   7. 5.7.   Client understands 365BackgroundChecks is not rendering a decision of whether to employ an applicant or not and that such decision is solely that of the Client.

6. 6.   MOTOR VEHICLE REPORTS aka INSTANT DRIVING RECORDS.

   1. 6.1.   Client certifies and warrants that it will comply with the Driver’s Privacy Protection Act, (DPPA) and the FCRA and all other applicable state or federal laws when requesting a Consumer’s driving record.

      1. 6.1.1.   DRUG TESTING. Client acknowledges and agrees drug testing services that may be produced and/or compiled for under this Agreement shall be for the Client’s employment drug testing services only and shall not include any clinical laboratory testing services which are specifically excluded from this Agreement. Drug testing services shall be provided under, but not limited to, the Department of Health and Human Services (HHS), Department of Transportation (“DOT”), Nuclear Regulatory Commission (“NRC”) guidelines and any applicable federal, state and local laws. 365BackgroundChecks advises Client to set forth policies and procedures with regards to employment drug testing services. 365BackgroundChecks does not maintain any Drug Testing Labs. It is the intent of 365BackgroundChecks to be a facilitator and provider of records and report to our clients for Drug Screening tests performed by other federally regulated organizations.

7. 7.   ADVERSE ACTION PROCEDURES.

   1. 7.1.   Client understands and agrees to comply with adverse action procedures required by the FCRA which include:

      1. 7.1.1.   Providing a pre-adverse action notice to Consumers along with a copy of the consumer report, “A Summary of Your Rights Under the Fair Credit Reporting Act,” and the Credit Reporting Agency (“CRA”) contact information; then

      2. 7.1.2.   Allowing the consumer, (Applicant) a designated period of time to contact the CRA if the consumer wishes to dispute any information in the consumer report. (365BackgroundChecks recommends at least 5 business days to let the consumer respond to the “negative” report(s))

      3. 7.1.3.   After the designated period of time has lapsed, Client, may make the decision to take an adverse employment action against the Consumer. If Client takes an adverse employment action against the Consumer, whether it be employment denial or withdrawal of offer, Client shall provide the following information to the consumer:

         1. 7.1.3.1.   An FCRA compliant Adverse Action Notice informing the Consumer of their right to dispute the accuracy or completeness of any information the CRA furnished, and to get an additional free report from the CRA if the Consumer asks for it within 60 days,

         2. 7.1.3.2.   The CRA contact information, including name, address, telephone number and a toll-free telephone number,

         3. 7.1.3.3.   A statement the consumer that they may obtain a free copy of the report,

         4. 7.1.3.4.   A statement to the consumer that they may dispute the accuracy or completeness of the information with the CRA and

         5. 7.1.3.5.   A statement that the CRA did not make the decision to take adverse action and is unable to provide the consumer the specific reasons why the action was taken.

   2. 7.2.   365BackgroundChecks advises Client that it has specific legal obligations and responsibilities regarding taking adverse action against a Consumer based on a consumer report and that Client should consult their legal counsel regarding specific legal responsibilities.

   3. 7.3.   Upon written or verbal request made by the Consumer to 365BackgroundChecks or to Client, within a reasonable period of time, Client shall make a complete and accurate disclosure of the nature and scope of the investigation performed. This disclosure shall be made in writing, mailed, electronically mailed, or otherwise delivered, to the Consumer not later than five days after the date on which the request for such disclosure was received from the Consumer.

8. 8.   LAWS AND REGULATIONS.

   1. 8.1.   Client understands that 365BackgroundChecks adheres to the laws set forth by local, state, and federal governments and the FCRA; and under no circumstances will any deviation from the FCRA, local, state or federal laws be approved or accepted.

9. 9.   LEGAL COUNSEL.

   1. 9.1   Client understands 365BackgroundChecks is not legal counsel and cannot provide legal advice. Client should work with counsel to develop an employment screening program specific to its needs. It is necessary for Client to work with counsel to ensure Client’s policies and procedures related to the use of CRA-provided information is in compliance with applicable federal state and local laws.

10. 10.   INDEMNIFICATION BY CLIENT.

    1. 10.1.   Client recognizes that information contained in reports is obtained from various third party sources and 365BackgroundChecks cannot ensure or guarantee the accuracy of the information obtained and Client releases and holds harmless 365BackgroundChecks and its affiliates, officers, agents, employee, contractors and/or approved vendors, which may include but not limited to, Equifax for Equifax’s Indemnifications clause], TransUnion and National Student Clearinghouse, and any and all Agents of 365BackgroundChecks from any liability for claims arising out of inaccurate or incomplete or information reported.

    2. 10.2.   Client hereby indemnifies and agrees to defend and hold harmless 365BackgroundChecks and its affiliates, officers, agents, employee, contractors, and/or approved vendors which may include but not limited to, Equifax, TransUnion and National Student Clearinghouse from and against any and all demands, claims, actions, proceedings, damages, liabilities, losses, fees, costs or expenses (including without limitation reasonable attorneys’ fees and the costs of any investigation) directly or indirectly arising from or in any way connected with: (i) Client’s use of or reliance on any services, reports or other information or data supplied or to be supplied to Client by 365BackgroundChecks under this Agreement; (ii) any breach of or default by Client under the terms or conditions of this Agreement; (iii) the use or possession of any services, reports or other information or data received by Client from 365BackgroundChecks and supplied or intentionally or unintentionally released by Client to any third-party; (iv) any alleged or actual negligence, gross negligence, or willful misconduct by or on behalf of Client or its employees or agents (whether or not any negligence of 365BackgroundChecks is alleged to have been contributory thereto); (v) Client’s failure to comply with comply with any federal, state or local laws, regulations or ordinances; or (vi) Client’s breach or alleged breach of any of its contracts with third parties.

11. 11.   PAYMENT AND CHARGES.

    1. 11.1.   Client is responsible for the accuracy of information it inputs directly into the 365BackgroundChecks website. Upon notice and for an additional fee, 365BackgroundChecks will conduct additional research in an effort to correct any incorrect consumer information.

    2. 11.2.   365BackgroundChecks will provide Client with a schedule of the charges for its reports and services.

    3. 11.3.   365BackgroundChecks will give reasonable prior notice (not less than five business days) of any changes in the schedule of charges.

    4. 11.4   Client understands 365BackgroundChecks will bill monthly for the Services rendered by way of electronic mail, and the payment terms are dependent on the package choice and term of this contract. Furthermore, it is the Client’s responsibility to keep a valid email address on file for invoicing purposes

    5. 11.5.   Client agrees to promptly pay invoices. Client’s failure to pay invoices will be subject to the laws of the State of Florida. Client further agrees to pay all reasonable attorneys’ fees and costs should 365BackgroundChecks at all prevail in any litigation to recover fees charged under this Agreement.

12. 12.   AUDIT

    1. 12.1.   Client understands 365BackgroundChecks conducts annual audits in order to comply with the FCRA. Client understands it may be asked for a copy of the Consumer’s Authorization form in connection with these audits. Client understands it will be given written notice of any such audit and, upon receipt of such notice, Client is required to provide the Consumer’s authorization form to 365BackgroundChecks within 30 days from the date of the written request

13. 13.   TERM & TERMINATION.

    1. 13.1.   The Agreement will automatically renew automatically for the same period in time, unless notice of intent to terminate occurs a minimum of ninety, (90) days prior to the auto-renewal period.

    2. 13.2.   Notwithstanding the foregoing, if Client is delinquent in the payment of charges, violates the FCRA or other applicable law or violates a material term of this Agreement, 365BackgroundChecks may, at its election, discontinue providing services to Client and terminate this Agreement immediately by providing written notice to Client.

    3. 13.3.   Neither Party shall be liable to the other Party for any costs or damages of any kind, including direct, special, exemplary, punitive, indirect, incidental, or consequential damages, or for indemnification, solely on account of the lawful termination of this Agreement.

    4. 13.4.   The term additionally governs the discount for On-Time payments. Please also refer to section 14 of this contract.

Client understands it must have a permissible purpose for ordering information on potential applicant(s) and/or current employee(s) and must obtain a disclosure and authorization form signed by the Consumer. By signing this Agreement Client acknowledges it has received a copy of “NOTICE TO USERS OF CONSUMER REPO RTS: OBLIGATIONS OF USERS UNDER THE FCRA”, “Complying with the Fair Credit Reporting Act”, Trubackground’s most up to date disclosure and authorization form that includes “A Summary of Your Rights under FCRA”, Remedying the Effects of identity Theft, the Driver’s Privacy Protection Act (DPPA), and a sample copy of the adverse action document(s).

14. 14.   PROVIDED SERVICES.

    1. 14.1.   365BackgroundChecks services include the following:

       1. Social Security Trace: A public records search of the consumer or Applicant based on the addresses generated by the consumer or Applicant’s social security number and current address.

       2. County Criminal Search: A search of court records for convictions within up to three counties in which the consumer or Applicant has lived or worked, (see schedule for further details). When a Statewide is utilized, for example in New York or New Jersey, county level searches will not be used in these cases.

       3. OFAC Search: A search of lists or databases maintained by the Office of Inspector General, the General Services Administration, or other federal agencies’ records for listing as debarred, excluded or otherwise ineligible for federal program participation.

       4. National Sex Offender Registry Search: A search of the registry that is coordinated by the United States Department of Justice containing information about sex offenders throughout the United States.

       5. 365 National Criminal Sweep Search: A search of multiple data sources which include a Patriot search, Department of Corrections, Department of Public Safety, State Level Criminal Search, Surrounding State Criminal Search, and Multi-state Criminal Search, State Level Sex Offender Registry Search, Nationwide Sex Offender Registry Search and Terrorist Search. While quite often there is missing information, it at times provides information you may not have received for one reason or another. Please use this information delivered, with caution, due to frequent inaccuracies that can occur.

       6. MVR Records Search: A motor vehicle record (MVR) check reveals a person’s driving history and typically includes the following: Driver’s license number ~ Full legal name ~ License expiration date ~ Birthdate ~ Physical descriptors including weight, gender, height, hair color, eye color, and photograph ~ Issuance date ~ License type ~ Traffic violations ~ Accident reports ~ Traffic crimes ~ License suspensions and Assessed points.

       7. Drug Testing - Laboratory Testing
          This includes up to a “10 standard panel: – (Cannabinoids (THC), Cocaine, Amphetamines, Opiates, Phencyclidine (PCP), Methadone, Barbiturates, Benzodiazepines, Propoxyphene, Methaqualone) . We will help to facilitate the following as well:

          1. Instrumented Point of Collection Test (“POCT”) Utilizing testing devices such as eCup, eCup+, xCup™ and other similar devices (or conversion to equivalent lab panel).

          2. Electronic Results Reporting.

          3. Confirmatory Testing at Designated Lab of non-negative specimens by Gas Chromatography/Mass Spectrometry (“GC/MS”).

          4. Data Management and Administrative Support for same.

15. 15.Pricing and Discount Selection For

    1. Standard pricing is $149.00 per year with a three-year minimum contract. Some discounts may apply