DataQuest LLC 3/28/2019 - Laserfiche WebLink

14. Access to DataQuest's System. DataQuest assigns every authorized User their own unique User ID to DataQuest's system. Each authorized User who is granted access to DataQuest's system should only use strong passwords(at least 8 characters,alpha and numeric)and is prohibited from sharing their User ID and/or password with any other person. Client is responsible for immediately notifying DataQuest of any User that has either been: 1)terminated from or ends employment with Client,or 2)is no longer in a position with Client that requires access to DataQuest's system. Once notified by Client pursuant to the foregoing sentence, DataQuest will disable that User's access to DataQuest's system and to Client's account therein. Client's access to DataQuest's system shall terminate upon termination of this Agreement, and access may be suspended or terminated in accordance with Sections 17 and/or 20 or upon Client's breach of this Agreement. 15. Indemnification.To the greatest extent permitted by law,Client shall defend,indemnify and hold harmless DataQuest and its officers,members,employees,contractors and agents(collectively referred to in this Section 15 as"DataQuest")from and against any and all demands,liabilities,losses,costs,fines,penalties,expenses(inclusive of reasonable attorneys' fees and court costs),damages, actions or claims of any kind(each a"Cause of Action"),whether meritorious or not,brought or asserted by any third party in any way arising out of or resulting from:(a)any negligence or intentional or willful misconduct of Client or its officers,directors,owners,agents, employees or contractors(collectively referred to herein"Client"),whether by act or omission;(b)the failure of Client to duly perform or satisfy its obligations under this Agreement; (c)Client's improper use or dissemination of information provided by DataQuest in accordance with the requirements of this Agreement or in accordance with applicable Laws and Regulations; (d)Client's breach of this Agreement;or(e)the failure of Client to comply with Laws and Regulations applicable to it or for which it has responsibility pursuant to this Agreement. Client shall pay all such expenses incurred by or on behalf of DataQuest in connection with any Cause of Action immediately after receipt by Client of a statement of such expense. TO THE EXTENT PERMISSIBLE BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, INDIRECT OR SPECIAL DAMAGES OF ANY NATURE ARISING FROM BREACH OF WARRANTY, BREACH OF CONTRACT,NEGLIGENCE OR ANY OTHER LEGAL THEORY WHATSOEVER,WHETHER IN TORT OR CONTRACT,EVEN IF SUCH PARTY HAS BEEN APPRISED OF THE LIKELIHOOD OF SUCH DAMAGES OCCURRING. This Section 15 shall survive termination of this Agreement. 16. For Clients Who Wish to Obtain Credit Reports.Client hereby certifies to DataQuest that it will not procure a consumer report bearing on a consumer's creditworthiness,credit standing or credit capacity(collectively,a"consumer credit report"),except in compliance with the requirements of the applicable Laws and Regulations. Client understands that individual states within the United States may have differing requirements concerning the procurement of consumer credit reports. Client acknowledges that DataQuest's Sample Documents as defined in paragraph 11, both written and online, may not be sufficient for Client to comply with a state's particular laws,rules and regulations regarding the Client's procurement of consumer credit reports. It is Client's independent obligation to ensure that Client is procuring consumer credit reports for permissible purposes and in compliance with the FCRA and such state's particular laws,rules and regulations regarding the procurement of consumer credit reports. In order for Client to be granted access to employment credit reports, the "Certification of Use For Employment Insight Reports" document that is included in the Account Set-Up Packet must be completed,signed by an authorized person of Client,and returned to DataQuest, and an on-site visit/inspection of Client's place of business must be completed. Client is responsible for maintaining consumer authorizations for the duration of time required pursuant to the requirements set forth in the Certification of Use for Employment Insight Reports. 17. Right to Audit. At least once each calendar year and upon reasonable prior written notice to Client,DataQuest may conduct an audit reasonably designed to monitor Client's compliance with the obligations set forth in this Agreement; provided,however, if DataQuest has a reasonable belief that Client is not in compliance with one or more of the obligations of this Agreement,DataQuest reserves the right to audit at its discretion. Client agrees that any failure to cooperate fully and promptly in the conduct of any audit requested pursuant to this Section 17 will constitute grounds for immediate suspension of services under, or termination of, this Agreement. 18. Term and Termination.This Agreement is month to month,and is terminable upon thirty(30)days advance written notice. Notwithstanding the foregoing,each party reserves the right to terminate this Agreement at any time with written notice to the other party upon the other party's breach of this Agreement. 19. Rates for Services. DataQuest's rates for its services as of the commencement of this Agreement have been provided separately to Client. DataQuest reserves the right to change its service rates from time to time without notice. Notwithstanding the foregoing,fees and charges imposed by any state or court for searches run by DataQuest,as well as any fee-based verification fees in connection with employment or education verifications,are passed through directly to Client by DataQuest.DataQuest reserves the right to charge Client a reasonable fee for services mutually agreed upon outside of DataQuest's rate schedule. DataQuest CSA_Rev:20180524-2(CAS1655106.DOCX2/11336.020002/} Page 4 of 14