Last Updated: April 8, 2021
Effective: April 8, 2021
IF YOU DO NOT AGREE TO THIS POLICY, YOU SHOULD NOT PURCHASE SERVICES FROM INFLECTION.
Unless otherwise specified in a service order form executed or approved by you with respect to your purchase of Services (“Order Form”), all charges associated with your access to and use of a Service are due in full upon placing your order. Inflection’s fees are exclusive of: (i) any pass-through fees for motor vehicle records, county court and statewide searches, verifications, or drug screens; (ii) sales taxes, and any value added taxes and other similar indirect taxes (“VAT”), applicable to its Services. In the event that Inflection’s Services are subject to sales tax or VAT, then Customer shall be responsible for such taxes and, where applicable, it shall be Customer’s responsibility to self-account for local VAT via a self-charging or reverse charge mechanism. If Customer purchases additional Services that are not initially set forth in any Order Form, such added Services shall be charged at Inflection’s then-current rates. Failure to pay charges indicated on any Order Form within five (5) business days of our notice to you that payment is due or delinquent, or if you do not update payment information upon our request, in addition to our other remedies, we may suspend or terminate access to and use of such Service by you. All payments must be made in U.S. Dollars
Tax Exemption: If you make a purchase on GoodHire.com but have not yet submitted a tax exemption certificate that has been reviewed and approved by GoodHire, you will be assessed sales tax. We must be in receipt of a valid exemption certificate in order to apply a tax exempt status to your account. You have 90 days from the date of the tax-exempt purchase to email firstname.lastname@example.org, provide your tax exemption certificate, and request a refund. We do not guarantee refunds after the 90 day period.
Once your order is fulfilled and your exemption has been validated, a credit for the applicable tax amount will be applied to the form of payment used to make the tax-exempt purchase. If you used a credit card, please allow up to three billing cycles for the credit to appear on your statement.
2. Payment Terms
You must pay Inflection according to this Payment Policy or as otherwise specified in an Order Form. Unless another payment method is specified, you must provide Inflection with a valid credit or debit card (“Payment Method”) to be kept on file, and hereby authorize Inflection to bill the Payment Method for any Services used. The terms set forth in any Order Form supersede this Payment Policy in the event of any conflict.
If you choose to enroll in Inflection’s auto-billing program for invoices generated under an Order Form, you authorize Inflection to charge your stored Payment Method for any outstanding balance on the invoice due date. Failure to provide a current, valid Payment Method may result in unenrollment from auto-billing.
Without limiting any of Inflection’s remedies for non-payment or late payment of fees due to Inflection, any undisputed fees which are not paid within sixty (60) days of the due date shall be subject to a late charge of one and one-half percent (1.5%) per month (18% per year) or the maximum allowed by law, whichever is less. If collection efforts are required, you must pay all costs of collection, including reasonable attorneys’ fees.
Inflection does not issue refunds for Services that have already been provided to you. For Employment Verifications, the Services are provided once Inflection has made the designated number of attempts to contact an employer, even if we are ultimately unable to reach the employer. After the designated number of attempts have been made to contact an employer, no refunds will be issued. For the avoidance of doubt, designated number of attempts refers to the attempts to contact an employer as described in GoodHire’s Verification Protocol. The exact number of attempts may vary based on the Employment Verification product purchased.
2.1 Organizational Hierarchy Payment Terms
You further accept and understand that Parent Organization report orders will be billed to the Parent account, and will not be passed through to any linked Child Organization accounts, unless such Child Organization account secures its own pricing plan and agrees to pay for reports ordered under that plan through the execution of a new Agreement with Inflection.
2.2 Prepaid Fees
Pre-paid fees and subscription fees are not refundable, even if you elect to discontinue use of the Services prior to any applicable term expiration. The foregoing notwithstanding, in the event of conflict between the terms of this Section 2.2 and an Order Form or other underlying contractual agreement, the terms of the Order Form or underlying contractual agreement shall apply.
2.3 Drug Screening Fees
Once a drug screening order is placed by you, it is not refundable until the CCF validity window closes (30 days from CCF creation); after expiration of this 30-day period, Inflection may issue a refund where it has determined, in its sole discretion, that the candidate has not provided a sample during such validity window, however, it is not obligated to do so.
Inflection may, in its sole discretion, choose to offer credits for the Services in various ways, including but not limited to, prepaid Services, coupons, promotional campaigns and referrals. Inflection reserves the right to award credits at its sole discretion. Credits have no monetary or cash value, are non-transferable, and can only be used by you to offset your subsequent payments of fees due for the applicable Service. Credits may only be applied to fees due for the Service specifically identified by Inflection when issuing the credit. To the extent that you has been provided credits, unless the instrument (including any coupon) states an earlier expiration date, these credits shall expire and no longer be redeemable twelve (12) months from the date the credit was issued.
4. Pricing Changes
The prices set forth in any Order Form shall be fixed for the duration of the Pricing Guarantee Period, if any, set forth by Inflection. Upon the expiration of any fixed pricing term, Inflection may adjust the pricing of any Service from time to time and in its sole discretion, provided that Inflection shall provide you with at least thirty (30) days’ prior written notice of any pricing change. If you have multiple Order Forms, the most recently signed Order Form shall apply in the event of a conflict.
The foregoing notwithstanding, in the event that Inflection’s cost of providing the Services materially increases as the result of federal, state, or local laws, ordinances, or other regulatory, administrative, or governmental acts, then Inflection may implement a surcharge equal to the increased cost.
Last Updated: January 19, 2021
Effective: January 19, 2021
IF YOU LIVE IN, OR YOUR PRINCIPAL PLACE OF BUSINESS IS IN THE UNITED STATES, PLEASE NOTE THE BINDING CLASS ACTION WAIVER IN SECTION 6.12, WHICH AFFECTS YOUR DISPUTE RESOLUTION RIGHTS WITH US.
IF YOU DO NOT AGREE TO ALL OF THESE TERMS, YOU SHOULD NOT USE INFLECTION SERVICES OR VISIT INFLECTION WEBSITES.
1. Basic Terms
1.1 Eligibility For Use
You represent and warrant that you are at least 18 years of age, of legal competence to enter into this agreement, and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. We reserve the right to deny, in our sole discretion, any access or use of the Services without notice for any or no reason.
1.2 Accounts And Logins
You represent and warrant that all information you provide in connection with the creation of an account with Inflection (“Account”) is accurate and true. You agree that, if any information changes, you will update your Account to maintain accurate information.
When you create an Account, you must also create a Login and Password. You agree that you will not distribute your Login or Password to any other person, and you understand that you cannot authorize any other person to use your Account. You agree that you will not transfer, sub-license, sell, or assign your rights in your Account to any other person.
1.3 Passwords And Unauthorized Use
You are responsible for safeguarding the password and/or API keys that you use to access the Services and for any activities or actions under your account credentials. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Inflection cannot and will not be liable for any loss or damage arising from your failure to comply with the above.
If you believe that a third party has gained access to your Account, you agree to notify us promptly by sending an email to email@example.com. Failure to do so may result in your account being suspended without prior notice. You expressly agree that you will be responsible for any costs arising from a data breach caused by unauthorized use of your account credentials, including, if applicable, notice to affected individuals.
1.4 Your Content
1.5 Communications From Us
Once you create an Account or otherwise provide your email address to us, you may, from time to time, receive email communications from us about your account, as well as occasional marketing emails. You may elect to opt out of receiving marketing emails at any time by following the instructions and link provided within the email. Please allow up to 10 days for your marketing communication preferences to fully take effect within our systems.
1.6 California Consumer Disclosures
Under California Civil Code Section 1789.3, Customers who are residents of California are entitled to the following specific consumer rights information: the Complaint Assistance Unit of the Division of Consumer Service of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA, 95814, or by telephone at 916.445.1254. The Services are provided by Inflection Risk Solutions, LLC, P.O. Box 391403, Omaha, NE 68139.
2. License To Use The Services
2.1 Limited License
Subject to these Terms and any Additional Service Terms, we grant you a limited, revocable, nontransferable, nonexclusive license to access and use our Services. You agree that you will not copy, display, distribute, or resell any part of the Content or Services, in any medium, without Inflection’s prior written consent. To the extent any component of the Content or Services may be offered under an open source license, we will make that license available to you and the provisions of that license may expressly override some of these Terms.
2.2 Access Restrictions
You may not access or search or attempt to access or search the Services by any means (automated or otherwise) other than through our currently available, published interfaces that are provided by Inflection (and only pursuant to these Terms), without our express prior written consent.
In addition, you may not do any of the following while accessing or using the Services:
- use any automated devices, such as spiders, robots or data mining techniques to download, store or otherwise reproduce, store or distribute Content or to manipulate the Services;
- access, tamper with, or use non-public areas of the Services, Inflection’s computer systems, or the technical delivery systems of Inflection’s providers;
- probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
- forge any TCP/IP packet header or any part of the header information in any email, or in any way use the Services to send altered, deceptive, or false source-identifying information; or
- interfere with, or disrupt (or attempt to do so), the access of any user, host or network, including, without limitation, sending virus, overloading, flooding, spamming, mail-bombing the Services, or using the Services in such a manner as to interfere with or create an undue burden on the Services.
The restrictions outlined in this section do not apply to security researchers participating in Inflection’s vulnerability coordination and bug bounty program.
2.3 Usage Restrictions
You agree to adhere to the following:
- You will use the Services only for appropriate, legal purposes, and in compliance with all applicable federal, state, and local laws and regulations.
- You will not use the Services to request a consumer report on any individual other than yourself without that person’s written authorization.
- You will not use the Services to transfer to Inflection personal information of data subjects where such transfer and processing is regulated by GDPR or applicable data protection, data transfer, or data privacy law, unless you have previously entered into a Global Data Protection and Processing Agreement with Inflection. Customers who procure Screening Services and who who contract with Inflection as foreign corporate entities located in the following countries are liable for any damages, including enforcement actions and penalties from data protection authorities, sustained by Inflection in relation to Customer’s failure to comply with this paragraph: European Union, United Kingdom, Switzerland, Brazil, Israel, or other country requiring contractual guarantees for the safe and secure transfer and processing of data.
2.4 User-Generated Content Restrictions
We may allow users, including you, to post certain user generated content (“UGC”) to the service. We shall have the right, but not the obligation, to monitor or review any UGC at any time for any readily apparent violation of these Terms. In compliance with Section 512(c) of the Digital Millennium Copyright Act (“DMCA”), Inflection reserves the right to conduct a limited review of UGC for the sole purpose of identifying and rejecting UGC which violates these Terms.
You agree that you will not submit UGC which:
- Impersonates another person or entity or misrepresents your affiliation with a person or entity;
- Contains the private information of any third party who has not authorized the provision of that information, including but not limited to addresses, phone numbers, email addresses, social security numbers;
- Is commercial in nature;
- Infringes on a third party’s intellectual property rights;
- Is threatening, incites violence, or promotes illegal activity;
- Promotes or endorses drug use, child pornography, or other illegal activities; or
- Contains hate speech, nudity, or graphic or gratuitous violence.
3. Our Intellectual Property
All right, title, interest in and to the Services (excluding Content provided by users) are and will remain the exclusive property of Inflection and its licensors. Inflection is the exclusive owner of trademark rights in the GOODHIRE mark, INFLECTION mark, and others. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Nothing in the Terms gives you a right to use the Inflection name or any of the Inflection trademarks, logos, domain names, and other distinctive brand features, in whole or in part, except as expressly authorized by Inflection. This prohibition includes, but is not limited to, unauthorized copying or distribution of any of the Content displayed or used on Inflection, framing Content from Inflection, or creating any unauthorized derivative work.
We use third-party trademarks on Inflection websites to identify the owners of these marks. Use of any third-party trademark is intended only to identify the trademark owner and its goods and services, and is not intended to imply any association or sponsorship between the trademark owner and Inflection.
Any feedback, comments, or suggestions you may provide regarding Inflection Services is entirely voluntary and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
4. Intellectual Property And DMCA
Inflection respects the rights of copyright and trademark owners. Please contact us at firstname.lastname@example.org if you believe your trademark is being used in violation of the law.
For copyright issues, Inflection responds to legitimate requests under the Digital Millennium Copyright Act (“DMCA”). If you believe that allegedly infringing content is available on an Inflection website and you are authorized to act on behalf of the owner of an exclusive right in that content, you may send a notice to email@example.com that contains the following:
- Your physical or electronic signature
- Your contact information, such as an email address, telephone number, or mailing address
- Information that identifies the copyrighted work claimed to have been infringed, or, if your notification references multiple copyrighted works, a representative list of such works appearing on our service(s)
- Information that describes the allegedly infringing material or activity that you want removed or access disabled to, and information reasonably sufficient to permit us to locate the material, such as a URL
- A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed
If your notice substantially complies with the above requirements, we will act to remove the allegedly infringing content. Inflection has a policy of terminating the accounts of repeat infringers users whose content is the subject of multiple DMCA notices.
We reserve the right to remove Content alleged to be infringing without prior notice, at our sole discretion, and without liability to you.
If you are a user of an Inflection Service whose content has been removed in error from one of our websites, you have the choice of sending us something called “counternotice”, or an attempt to have your content restored. Your counternotice must contain the following elements:
- Your physical or electronic signature
- Information that identifies the material that has been removed or to which access has been disabled and the location on our service(s) where the material previously appeared
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Inflection Risk Solutions, LLC may be found, and that you will accept service of process from the person whose notification resulted in the removal of your content or their agent.
Our designated copyright agent for notice of alleged copyright infringement appearing on the service is:
Attn: DMCA Designated Agent
555 Twin Dolphin Drive, Suite 630
Redwood City, CA 94065
5. Disclaimers And Limitation Of Liability
5.1 Disclaimer Of Warranty
YOU USE THE SERVICES AT YOUR SOLE RISK (INCLUDING BUT NOT LIMITED TO ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS OF DATA, DAMAGE RESULTING ON RELIANCE ON INFORMATION FROM INFLECTION, OR OTHER DAMAGES THAT RESULT FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING COMPUTER VIRUSES) EVEN IF INFLECTION HAS BEEN ADVISED OF OR IS AWARE OF THE RISK OF SUCH DAMAGE. TO THE EXTENT PERMITTED BY LAW, INFLECTION PROVIDES THE WEBSITE, THE SERVICES, THE CONTENT, AND THE INFORMATION “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTY OF ANY KIND, AND EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, INFLECTION SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.
NO INFORMATION OR ADVICE PROVIDED ON INFLECTION WEBSITES, BY INFLECTION, OR BY INFLECTION’S EMPLOYEES OR AGENTS SHALL CREATE ANY WARRANTY.
INFLECTION’S SERVICES WILL BE PERFORMED IN A PROFESSIONAL MANNER IN ACCORDANCE WITH INDUSTRY STANDARDS. INFLECTION WILL MAINTAIN AND FOLLOW REASONABLE PROCEDURES TO ASSURE THE MAXIMUM POSSIBLE ACCURACY OF THE INFORMATION CONTAINED IN EACH CONSUMER REPORT, AND INFLECTION WILL RE-VERIFY ANY DISPUTED CONSUMER REPORT WHEN YOU MAKE A REQUEST IN ACCORDANCE WITH APPLICABLE LAWS. YOU ACKNOWLEDGE, HOWEVER, THAT INFLECTION CANNOT BE AN INSURER OF, AND CANNOT GUARANTEE THE ACCURACY, VALIDITY OR COMPLETENESS OF, THE INFORMATION PROVIDED BECAUSE SUCH INFORMATION IS SUBJECT TO HUMAN ERROR AND OBTAINED FROM PUBLIC RECORDS AND OTHER THIRD PARTY SOURCES THAT ARE NOT UNDER THE CONTROL OF INFLECTION AND MAY NOT ALWAYS BE ACCURATE, VALID OR COMPLETE.
5.2 Limitation Of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, INFLECTION SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICES; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICES; OR (iv) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR TRANSMISSIONS, CONTENT, OR ACCOUNT, OR (v) NONCOMPLIANT SUBMISSION, REQUEST, AND/OR USE OF PERSONAL DATA UNDER APPLICABLE DATA PROTECTION OR CONSUMER REPORTING LAW.
IN NO EVENT SHALL THE AGGREGATE LIABILITY OF INFLECTION EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID INFLECTION, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM.
THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT INFLECTION HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You agree to defend, indemnify, and hold Inflection, its officers, directors, employees, agents, licensors, and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements including without limitation, reasonable legal and related fees and expenses, resulting from, or alleged to result from, your violation of these Terms, the incorporated Policies, or your use of the Services. Further, you agree that your use of any personal data contained in a consumer report provided via the Services will be subject to applicable data protection laws and consumer reporting laws, and you agree to defend, indemnify, and hold harmless us for any third party’s claim that your use of the Service, or the data obtained via the Service violates any applicable law.
We reserve the right to assume exclusive control of our defense in any matter subject to your indemnification, which shall not excuse your obligation to indemnify Inflection. You shall not settle any dispute subject to your indemnification under these Terms without written consent from Inflection.
6. General Terms
6.1 Controlling Law And Jurisdiction
These Terms will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. You and Inflection irrevocably agree to submit to the personal jurisdiction of, and to bring any claim, action, or proceeding in, the federal court in the Northern District of California or in state court in Santa Clara County, California.
6.2 Links To Third Parties
The Services may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable (directly or indirectly) for the availability of such websites or resources; the content, advertising, products, or services on or available from such websites or resources; or any damage, loss, claim, or complaint caused by, arising from, or in connection with your use of or reliance on any such content, advertising, products, or services available on or through any such website or resource. Links to such websites or resources do not imply any endorsement by Inflection of such websites or resources or the content, advertising, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
6.3 Waiver, Severability, And Assignment
Inflection’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found invalid or unenforceable, the remaining provisions of the Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Terms, and any such attempt will be void. Inflection may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services.
6.4 Changes To The Services
We reserve the right, at any time and in our sole discretion, to amend, modify, suspend, or terminate the Services, the Content, and any part thereof without notice to you. Inflection shall have no liability to you or any other person or entity for any modification, suspension, termination, or loss of information.
6.5 Term And Termination
These Terms will remain in full force and effect while you use the Services. You may terminate your use of the Services at any time. We can suspend or terminate your access to or use of the Services, in whole or in part, at any time, immediately and without notice. In all such cases, the Terms shall terminate, including, without limitation, your license to use the Services, except that the following sections shall continue to apply: 3, 5, and 6.
Nothing in this section shall affect Inflection’s right to change, limit, or stop the provision of the Services without prior notice, as provided above in section 6.4.
The headings of the sections contained in these Terms are for convenience only and shall not be deemed to control or affect the meaning or construction of any provision of the Terms.
6.7 Modification Of Terms
From time to time, and in our sole discretion, we may revise these Terms. If the revision, in our sole discretion, is material we will notify you via an email sent to the email address associated with your account, or by means of a notice posted on this website. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.
6.9 Entire Agreement
6.10 Force Majeure
Neither you nor Inflection shall be liable to the other for any act, failure to perform, delay in performance, event or circumstance under this Agreement if, and to the extent that such act, failure to perform, delay in performance, event or circumstance is caused by conditions beyond the delayed Party’s reasonable control and which, by the exercise of reasonable diligence, the delayed Party is unable to prevent or provide against. Such conditions include, but are not limited to, acts of God; strikes, boycotts, or other concerted acts of workmen; laws, regulations, or other orders of public authorities; military action, state of war, epidemic, pandemic, or other national emergency; fire, or flood, or any other cause beyond the reasonable control of the party invoking this section (collectively, a “Force Majeure”). The Party affected by any such force majeure event or occurrence shall give the other Party written notice of said event or occurrence within a commercially reasonable time following such event or occurrence.
Definition of “Confidential Information”. “Confidential Information” shall mean any and all technical and non-technical information disclosed by either Party (“Disclosing Party”) to the other Party (“Receiving Party”) and labeled at the time of such disclosure as “Confidential” or bearing a similar legend, and all other information that the Parties knew, or reasonably should have known, was the Confidential Information of the other Party. Confidential Information may include, without limitation: (i) trade secrets, inventions, ideas, processes, computer source and object code, formulae, programs, other works of authorship, know-how, improvements, discoveries, developments, designs, and techniques; or (ii) information regarding products, plans for research and development, marketing and business plans, budgets, financial statements, contracts, prices, suppliers, and customers. Confidential Information includes personal information, except that the Exclusions set forth below do not apply. For clarity, nothing shall limit Inflection’s ability to provide the Services to its other customers based on personal information provided by those third parties to Inflection, even if that personal information is identical, in whole or in part, to personal information provided by Customer. Notwithstanding the foregoing, Recipient has no obligation to return or destroy Discloser’s Confidential Information backed up from a computer system for archival purposes in the ordinary course of Recipient’s business, and which may only be used only as necessary to comply with law, provided that Confidential Information remains subject to all applicable obligations under this Agreement for the duration of the archival retention period.
Confidentiality Obligations. Subject to the Exclusions section below, Receiving Party agrees that it will (i) hold in confidence and not disclose to any third party any Confidential Information of Disclosing Party; (ii) protect such Confidential Information with at least the same degree of care that Receiving Party uses to protect its own Confidential Information, but in no case, less than reasonable care; (iii) use Disclosing Party’s Confidential Information for no purpose other than performing said Party’s obligations under this Agreement; (iv) limit access to Disclosing Party’s Confidential Information to those of Receiving Party’s employees or authorized representatives having a need to know who have signed confidentiality agreements containing, or are otherwise bound by, confidentiality obligations at least as restrictive as those contained herein; and (v) promptly notify Disclosing Party upon discovery of any loss or unauthorized disclosure of Disclosing Party’s Confidential Information. The Parties agree that neither Party will communicate any information to the other Party in violation of the proprietary rights of any third party. Subject to any legally-mandated retention requirements, Receiving Party agrees to securely destroy or return any Confidential Information still in its possession upon termination of this Agreement.
Exclusions. Receiving Party has no obligations under this Agreement with respect to any portion of Disclosing Party’s Confidential Information if such Receiving Party can demonstrate with competent evidence that such portion (i) was in the public domain at the time it was communicated to Receiving Party by Disclosing Party; (ii) entered into the public domain subsequent to the time it was communicated to Receiving Party by Disclosing Party, through no fault of Receiving Party; (iii) was in Receiving Party’s possession free of any obligation of confidence prior to the time it was communicated to Receiving Party; (iv) was developed by employees or agents of Receiving Party independently of and without reference to any information communicated to Receiving Party by Disclosing Party; or (v) was communicated by Disclosing Party to an unaffiliated third party free of any obligation of confidence. Notwithstanding the above, Receiving Party may disclose Disclosing Party’s Confidential Information, without violating the obligations of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction, provided that Receiving Party gives Disclosing Party reasonable prior notice of such disclosure and makes a reasonable effort to obtain, or to assist Disclosing Party in obtaining, a protective order preventing or limiting the disclosure and/or requiring that the Confidential Information so disclosed be used only for the purposes for which the law or regulation required, or for which the order was issued.
6.12 CLASS ACTION WAIVER
BY USING THE SERVICES, INCLUDING ACCESSING YOUR SCREENING REPORT THROUGH THE APPLICATION AND USING THE REPORT FEATURES ASSOCIATED THEREWITH, YOU ACKNOWLEDGE THAT INFLECTION IS OFFERING THESE SERVICES UNDER THE TERMS PRESENTED HEREIN. AS PARTIAL CONSIDERATION FOR YOUR USE OF THESE SERVICES, INCLUDING ACCESSING YOUR SCREENING REPORT THROUGH THE APPLICATION AND USING THE REPORT FEATURES ASSOCIATED THEREWITH, YOU AGREE THAT YOU MAY BRING A CLAIM AGAINST INFLECTION REGARDING YOUR USE OF THE SERVICES ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A CLASS PLAINTIFF, CLASS REPRESENTATIVE, CLASS MEMBER, OR AN ADVERSE PARTY IN ANY WAY IN A CLASS-ACTION LAWSUIT, CLASS-WIDE ARBITRATION, OR OTHER PROCEEDING WHERE AN INDIVIDUAL ACTS IN A REPRESENTATIVE CAPACITY. ADDITIONALLY, YOU ACKNOWLEDGE THAT PART OF THE PRICE YOU ARE PAYING TO USE THESE SERVICES IS YOUR ACCEPTANCE OF THESE TERMS OF SERVICE INCLUDING THIS CLASS ACTION WAIVER. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU SHOULD NOT CONTINUE YOUR USE OF THE SERVICES. NOTHING IN THIS PARAGRAPH, HOWEVER, LIMITS YOUR RIGHTS TO BRING A LAWSUIT AS AN INDIVIDUAL PLAINTIFF, INCLUDING IN SMALL CLAIMS COURT, SUBJECT TO SECTION 6.1 ABOVE.