This Client Service Agreement (Agreement) by and between FILE FINDERS PUBLIC RECORD RESEARCH INC., a
California corporation d/b/a File Finders, herein known as File Finders and
(Client) and/or its designated agent(s) shall consist of the following understandings and conditions.
This Agreement is entered into on
File Finders provides public record information to companies and individuals. File Finders will not assemble or evaluate
any information it provides to Client, and therefore it is the parties’ understanding that File Finders does not meet the
definition of a consumer reporting agency as defined under the FCRA.
The information provided by File Finders is obtained from a combination of personal, business, and public record
sources, and may include but is not limited to criminal, civil, family court records, real estate information, and official
record information. In consideration, Client wishes to have File Finders conduct research and/or document retrieval
services, and whereas, File Finders wishes to supply such services under the terms and conditions set forth herein, the
parties agree as follows:
SECURITY AND PROTECTION OF INFORMATIONClient represents and warrants that it will safeguard personal data and account information. Client acknowledges that
File Finders will not be responsible in any manner whatsoever for any disclosure of information obtained through the
Client’s failure to safeguard personal data and account information or any improper or misuse of Client’s account for any
reason by authorized or unauthorized users. Client specifically agrees to indemnify and hold File Finders harmless with
regard to any claim relating to Client’s failure to safeguard personal data and account information or any improper or
misuse of Client’s account for any reason by authorized or unauthorized users
PROTECTION OF ACCESS CODES AND REPORTSClient agrees that, upon request, File Finders will grant access to services through a secure Internet connection. If
Client is issued an access code to be used for internet access to File Finders’ services, Client shall only publicize the
access code to personnel on a need-to-know basis. Client shall identify the Account Administrator and any other
employee or agent who will be provided with the Access Code. Client shall be solely liable for any misuse of information
by its employees.
CLIENT’S LEGAL COMPLIANCE REQUIREMENTSClient agrees and warrants that it will comply with all federal, state, and local statutes, regulations, and ordinances
governing the use and distribution of information furnished by File Finders. This includes but is not limited to all
provisions of the Fair Credit Reporting Act and if applicable, the Consumer Credit Reporting Agencies Act and the
Investigative Consumer Reporting Agencies Act. The Client shall provide any and all affidavits, certifications, and
releases that may be reasonably requested in relation to conducting a requested information search.
BILLING TERMS AND CHARGES FOR SERVICESA. A consumer or business report may be requested by File Finders for Clients requesting invoicing. Upon request,
Client will be informed whether any consumer or business report was requested, and if so, the name and address of the
consumer reporting agency that furnished the report to File Finders. Subsequent consumer credit reports may be
requested or used by File Finders in connection with any update, renewal, or extension of credit to Client.
B. Client understands and agrees that File Finders will charge a fee for each request made by Client in accordance with
File Finders’ most current fee schedule. Furthermore, there are certain out-of-pocket costs that must be advanced by
File Finders, such as but not limited to fees charged by Federal, State, County, and City agencies for copies,
certifications, information, etc. Such fees are set by third parties and are subject to modification without notice. Court
fees, service fees, or any other pass-through fees charged File Finders will be invoiced as adjustments to Client at cost.
C. File Finders shall invoice Client, setting forth the compensation due File Finders on a detailed billing report for
services rendered or to be rendered. Each itemized statement prepared by File Finders will reflect the name of the
individual on whom a report was prepared, services rendered, and fees associated with each search. File Finders
reserves the right to bill semi-monthly. Client agrees to pay to File Finders the applicable prevailing charge for services
rendered on the date of each request, as updated periodically through email or online announcements. All payments are
due by the due date on the invoice. File Finders accepts payments via check, debit, and ACH payments. File Finders
also accepts pre-payment for services to be rendered. At our discretion, Clients with invoices past due by more than
fifteen (15) days, may be subject to having their services suspended until all past due and current invoices are paid,
including fees. Accounts outstanding over 30 days will incur a late fee of $5.00 per month plus interest at 18% per
annum, as provided by California law. Returned checks will incur a $30.00 processing fee. Repeated late payments
may result in the termination of this agreement.
D. Should Client contact File Finders to cancel any service requested, File Finders will use its best effort to cancel any
services; however, if work has already begun or ordered from third parties, such services shall be non-cancelable and
invoiced accordingly. Furthermore, if after diligent and reasonable attempts, a search result is non-conclusive, the
search fees associated with the request shall still be invoiced and paid.
E. Client will be responsible for paying any and all reasonable collection fees, court costs, attorney fees, and interest as
necessitated, should the account become delinquent. File Finders reserves the right to report all accounts receivable to
Dunn & Bradstreet and/or other credit reporting agencies.
F. Any request for adjustment of any invoice for any reason whatsoever must be made to File Finders in writing by
either online transmission, e-mail or US mail no later than fifteen (15) days from the date of the invoice, or the invoice is
considered final and accepted by the Client. File Finders reserves the right to change the fees charged upon ten (10)
days written notice.
G. Client understands that case research (pre-screened requests) must be disclosed and clearly labeled as such.
Client further understands this service will be billed at a higher pre-negotiated rate. Client agrees to pay the fee
regardless of case disposition or non-match status. In addition, if a name search must be performed by File Finders to
obtain relevant cases, a separate fee will be charged as negotiated between File Finders and Client.
CONTRACT TERM AND TERMINATIONThis Agreement will commence on the Effective Date, will continue for an initial term of one (1) year, and will be
automatically renewed for successive one (1) year terms unless terminated by either Party as follows: (i) with thirty (30)
days written notice to the other Party at any time; or (ii) immediately with written notice if the other Party is in material
breach of this Agreement or any law or regulation regarding the performance of this Agreement and such Party
fails to cure the alleged breach within ten (10) days after receiving written notice thereof from the non-breaching Party.
Client recognizes and agrees that violation of the Agreement, including misuse of information obtained pursuant to this
Agreement, failure to pay for services rendered or violation of any law or regulation shall be cause for immediate
termination of this Agreement and will result in cessation of services hereunder. File Finders, at its option, may
complete any or all services requested as of the time of cancellation or, may notify Client that it will not complete such
services. CLIENT will remain liable for all outstanding invoices and/or charges incurred prior to the effective
date of the termination or cancellation of this Agreement. Clients who do not use File Finders’ services for a period
of one year will be automatically deactivated. At File Finders’ discretion, Clients may reactivate their account, however,
they must update their Client profile and sign a new Service Agreement.
NON-EXCLUSIVITY: NO MINIMUM PAYMENT REQUIREMENTSClient is under no obligation to purchase any minimum quantity of Services from File Finders or to purchase Services
only from File Finders. Client agrees to give File Finders the opportunity to match any future bids or proposals received
by other companies in order to maintain the working relationship that has already been established between Client and
File Finders. Client also agrees to provide to File Finders written proof of said proposals or bids.
REQUEST AND RESULT TRANSMISSIONClient shall submit all requests for Information to File Finders in writing via an online program or email. File Finders shall
submit all results to Client in writing via an online program or email. Upon receipt of a request, File Finders shall use its
best efforts to provide to Client accurate and complete search results. File Finders does not guarantee search results
within a specified time frame, however, File Finders guarantees it will put forth its best effort. All requests received after
12:00 P.M. Pacific Time will be considered as received the next business day. Should Client require cancellation of a
particular service after sending a request but before receiving result information, Client agrees to pay for all services in
process at the time of request to cancel.
REINVESTIGATION OF INFORMATIONIn the event of a dispute over the accuracy of information provided by File Finders, File Finders shall promptly
reinvestigate such claims and provide any necessary corrections without additional cost to Client. In the event such
reinvestigation does not reveal inaccuracies, File Finders reserves the right to invoice Client for the additional research.
LIABILITY LIMITS and WARRANTYFile Finders recognizes the importance of furnishing accurate Information to Client and will make all reasonable efforts
in providing timely and accurate information through strict policies, procedures, and audits of its employees and
independent contractors if applicable. Client understands and agrees that any Information furnished pursuant to this
Agreement has been created and is maintained and reported by various Federal, State, and county agencies and other
third parties which are not under the control of File Finders. Responsibility for the accuracy of the Information rests
solely with said various agencies and other third parties which create, maintain, and report said Information. The
products and services are being sold hereunder "as is" and File Finders makes no representations or warranties,
express or implied, as to the products or services provided by File Finders pursuant to this agreement. To that end,
both parties agree that the limit of liability to which the Client can hold File Finders liable is the amount of the fee paid by
the Client for the specific information in question.
The report provided is valid only for the applicant’s name and DOB and/or social security number listed therein. If the
name, social security number and/or DOB which were the subject of this report are changed, even slightly, a new
search should be conducted. File Finders will not be deemed negligent if File Finders relies on incorrect, incomplete, or
inaccurate information provided to it by a court, third-party information provider, database, or another repository of
public information and communicates such information to Client or consumer. CLIENT AND FILE FINDERS AGREE THAT
EACH AND EVERY INDEMNIFICATION PROVISION ARTICULATED ABOVE SHALL SURVIVE ANY EXPIRATION OR
TERMINATION OF THIS AGREEMENT.
INDEMNIFICATIONClient agrees, whether or not this Agreement has expired or been terminated that it shall defend, indemnify and hold
File Finders harmless from all claims, demands, liability and causes of action, judgments, costs, penalties, fines or
interest and attorney’s fees arising out of or relating to any claim concerning the improper use by Client of the data that
File Finders supplied to Client or Client’s misuse of File Finders’ services
INDEPENDENT CONTRACTORThe relationship created by this agreement is intended to be solely one of independent contracting parties and not of
partnership, principal, and agent or similar obligation. File Finders shall, at all times, be regarded as an independent
contractor and shall at no time act as an agent or employee for Client. File Finders may use any employees or
subcontractors as File Finders deems necessary to perform the services required of Client by this Agreement. Client will
not control, direct, or supervise File Finders employees or subcontractors in the performance of said services. Each of
the parties to this Agreement has relied upon its own investigation and judgment in determining to become a party to
this Agreement and has not relied upon any representation or promise of the other party that is not reflected in this
PROPRIETARY RIGHTS AND CONFIDENTIALITYClient hereby acknowledges and agrees that File Finders’ methods, means, and processes for collecting, decoding,
assembling, assessing, and conveying its services constitute proprietary information. Client hereby agrees to exercise
due and reasonable care in protecting File Finders’ confidential information from unauthorized use or disclosure.
File Finders reserves the right to maintain confidentiality of its data acquisition and verification methodology to the
extent permitted by law, and may, at its sole discretion, terminate service to any user for violating this section of the
agreement. Neither party shall, during the term of this Agreement disclose to the other or use, unless authorized by the
disclosing party, any of the disclosing party’s “Confidential Information.” For purpose of this section, “Confidential
Information” shall mean all prospect lists, Client information, any Client records/information, employee lists, financial
data, business plans, business strategies, proprietary software, and any other information of a party disclosed by one
party to the other that is designated as confidential by the disclosing party prior to or at the time of disclosure by the
disclosing party to the receiving party. All underlying methodologies, software, and process created by File Finders
pursuant to this agreement shall remain the property of File Finders and shall not become the property of Client, except
for the data that is returned to Client concerning requested services
RIGHT TO REFUSE SERVICEFile Finders reserves the right to refuse service to any company or individual with questionable business practices or
negative payment histories with any other industry professional. We also reserve the right to conduct a background
check including but not limited to an SSN verification or Dunn and Bradstreet report to verify the identity of the
company’s owner(s) and reference checks concerning the payment history and overall business relationship with other
industry professionals for those Clients that wish to be invoiced. By ensuring that we service only “legitimate” and
“financially responsible” businesses, we are able to focus on providing quality service without the fear of not getting paid
for services rendered. If your company has a less than favorable payment history with other vendors, we will be more
than happy to service you as a credit card or pre-paid account.
TIME LIMITATION FOR CLAIMSNo claim may be asserted by either party hereto against the other party with respect to any event, act, or omission that
occurred more than one (1) year prior to such claim being asserted.
ENTIRE AGREEMENTThis Agreement (including all pricing documents, Schedules, Addenda, and Exhibits) sets forth the entire understanding
and Agreement between File Finders and Client and supersedes any prior or contemporaneous oral or written
agreements or representations, except that access to and use of Third Party services may be governed by terms and
conditions different than or in addition to those herein. By receipt of Services, Client agrees to and shall comply with,
such different and/or additional terms of Third Parties. Except for terms of Third Parties, modification of this agreement
may be made only by written amendment, duly executed by both parties.
WAIVERWaiver by either party of any breach or default by the other party shall not be deemed a waiver of any future breach or
ASSIGNMENTThis Agreement may not be assigned in whole or in part by Client without the express written consent of FILE
FINDERS, which shall not be unreasonably withheld. Notwithstanding the foregoing, this Agreement shall inure to the
benefit of successors or assigns.
GOVERNING LAWThis Agreement is deemed to be made, executed, and performed in the State of California. This Agreement shall be
governed by and shall be construed in accordance with the laws of the State of California, without reference to
principles of conflicts of laws. The parties to this Agreement consent to jurisdiction and venue in the State and Federal
courts located in the State of California, County of San Diego.
SEVERABILITYIf any term or provision of this Agreement is determined to be illegal, unenforceable, or invalid in whole or in part for any
reason, such illegal, unenforceable, or invalid provision or part shall be stricken from this Agreement, and such provision
or part shall not affect the legality, enforceability, or validity of the remainder of this Agreement. Such stricken provisions
shall be replaced, to the extent possible, with a legal, enforceable, and valid provision that is as similar in tenor to the
stricken provision as is legally possible.
NOTICESNotice shall be given to the parties at the address set forth in the Client Profile or such other address as should be
provided from time to time by like notice. Notice shall be deemed received at the time of personal delivery or
transmission by facsimile or by electronic mail (e-mail). Notice shall be deemed received within three (3) days of service
by mail if such notice is sent by certified mail, postage prepaid to the address of the party as stated herein.
SUCCESSORSThis Agreement shall inure to the benefit of and bind the heirs, personal representatives, successor, and assigns of the
FORCE MAJUEREFile Finders is not responsible for any events or circumstances beyond its control that prevent us from meeting our
obligations, which include but are not limited to, war, riots, pandemics, embargoes, strikes or Acts of God.
ARBITRATIONAll disputes in any manner relating to or arising out of this Agreement that the parties cannot resolve themselves shall
be resolved first through mediation and second through binding arbitration by a single arbitrator in San Diego, California,
under the then-current rules of mediation and arbitration of the American Arbitration Association. The decision or award
of the arbitrator shall be binding upon the parties and shall be enforceable by judgment entered in a court having
jurisdiction over the party against whom enforcement is sought. All parties shall be responsible for their own costs and
attorney's fees regardless of whom the arbitrator deems the prevailing party. The arbitrator shall have the authority to
order such remedies and such limited discovery, as the arbitrator deems appropriate.
BINDING EFFECT.AThis Agreement shall be binding upon and inured to the benefit of File Finders and its successors and assigns and
Client and its successors and assigns.
By executing this agreement, Client acknowledges and agrees to comply with all terms and conditions set forth above.
I certify that I am authorized to execute this Client Agreement on behalf of myself and/or the company listed below.
Accepted for* (Your company name):
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