Terms of Use
Terms of Use
Last updated: July 18, 2024
These terms of use (“Terms of Use”) apply to your access to and use of the income and employment verification services (the “Truework Services”) provided by Zethos, Inc. dba Truework, its subsidiaries and affiliates (each “Truework”, “we”, “us” or “our”).
1. Agreement to Terms of Use. You acknowledge that by creating an account with Truework, entering into any agreement with Truework referencing these Terms of Use, and/or accessing or using the Truework Services, you agree to these Terms of Use. If you use the Truework Services on behalf of another person or entity, (a) all references to “you” throughout these Terms will include that person or entity, (b) you represent that you are authorized to agree to these Terms of Use on that person’s or entity’s behalf, and (c) in the event you or the person or entity violates these Terms of Use, the person or entity agrees to be responsible to us. If we enter into a customer agreement and applicable order form(s) (collectively, the “Agreements”) with you, then the terms of the Agreements will supersede these Terms of Use in the event of a conflict.
2. Changes & Modifications to Terms of Use. We may make changes to these Terms of Use from time to time. The “Last Updated” legend above indicates when these Terms of Use were last changed. If we make changes, the updating of the date at the top of these Terms of Use will serve as notice to you of the changes. It is your responsibility to check these Terms of Use periodically for changes. Unless we say otherwise, the amended Terms of Use will be effective immediately, and your continued use of the Truework Services will confirm your acceptance of the changes. If you do not agree to the amended Terms of Use, you must stop using the Truework Services.
3. Truework Services.
a. Use of Truework Services. We grant you a revocable, non-exclusive, non-transferable, royalty free, limited license to access and use the Truework Services to request income and employment verifications (“Verifications”), subject to these Terms of Use and our policies and procedures. We may, in our discretion, modify or discontinue the Truework Services at any time with or without notice.
b. Proprietary Rights. Truework owns and retains all right, title and interest in and to, including any and all underlying intellectual property rights, (i) the Truework Services, any software provided to integrate the Truework Services to your systems, and all improvements, enhancements or modifications thereto, and (ii) all documentation and materials we make available in connection with the Truework Services. You will not have any ownership in or other rights in connection with your use of the Truework Services, including the sale or resale, licensing, assembling or evaluation of the Truework Services. For the avoidance of doubt, no rights or licenses are granted except as expressly set forth herein.
c. Use Restrictions. You represent, warrant and covenant that: (i) you will not use the Truework Services for any Prohibited Use, (ii) you are a company based in the United States and will not share, transfer or sell any data received through the Service, outside of the United States; and (iii) you are not a sanctioned entity or prohibited entity under the sanction list provided by the Office of Foreign Asset Control or the Foreign Corrupt Practices Act. In addition, you will not, directly or indirectly: (i) sublicense, sell, transfer, assign, distribute or otherwise commercially exploit the Truework Services, including providing a service bureau, providing third-parties with managed services utilizing the Truework Services or integrating the Truework Services into a service or product you sell or license to one or more third-parties; (ii) modify or create derivative works of the Truework Services; (iii) reverse engineer or disassemble the software for the Truework Services, except as permitted by local law; (iv) interfere with or disrupt the integrity or performance of the Truework Services; (v) attempt to gain unauthorized access to the Truework Services or its related systems or networks; (vi) provide or permit use of the Truework Services by persons other than you; (vii) use the Truework Services, or permit it to be used, for purposes of product benchmarking or other comparative analysis intended for publication without Truework's prior written consent; (viii) compile, store or in any way create your own database of information obtained from the Truework Services for any purpose other than keeping a record of the transactions that the Truework Services support or as otherwise required by applicable laws and regulations; (ix) remove any proprietary notices or labels on any reports provided by Truework in connection with your use of the Truework Services; or (x) use the Truework Services in violation of the Truework Platform Security Requirements found at: www.truework.com/terms/platform-security-requirements.
4. Fair Credit Reporting Act. You acknowledge that the Verifications are consumer reports as defined by Section 603(d) of the FCRA. Truework agrees that any data we receive or use in connection with preparing Verifications, which includes Consumer Data and User Data will be handled in accordance with the FCRA. You agree that your use of the Truework Services and such Verifications will be in compliance with all applicable laws and regulations, including the FCRA.
A. FCRA Compliance. You certify that you will request a Verification using the Truework Services only when you intend to use the report in compliance with the FCRA and any applicable state law governing consumer reports. You represent and warrant that you will have a Permissible Purpose under the FCRA for each Verification you obtain through the Truework Services. Contemporaneous with your request, you will designate and provide Truework with (i) the particular Permissible Purpose for which each Verification is being obtained and certify that the Verification will not be used for any other purpose, and (ii) evidence of consent (satisfactory to Truework in its sole discretion) obtained from the individual on which the Verification is being sought, such consent being compliant with the FCRA and sufficient to authorize Truework to perform the Truework Services, including emailing the individual directly to obtain further information necessary to complete a Verification.
If you obtain a Verification for employment purposes (as defined under Section 603(h) of the FCRA), you certify to Truework that (i) you have complied with Section 604(b)(2) of the FCRA with respect to the Verification, and you will comply with Section 604(b)(3) of the FCRA with respect to the Verification if Section 604(b)(3) becomes applicable; and (ii) information from the Verification will not be used in violation of any applicable federal or state equal employment opportunity law or regulation.
B. Required FCRA Notifications and Information Disputes. You agree to notify the subject of the Verification when Adverse Action is taken based in whole or in part on any information in the Verification.
C. Right to Suspend or Terminate Your Use of the Truework Services. Truework may suspend or terminate your access to the Truework Services if we believe you are or may be (or allege to be) in violation of any applicable laws or regulations, including the FCRA.
D. FCRA Notice; Consumer Summary of Rights. The FCRA Notice to Users can be found at: www.truework.com/notices/fcranoticetousers (the “FCRA Notice to Users”). We will provide you with a then-current version of the Consumer Summary of Rights under the FCRA with each Verification. You acknowledge that you have received, read and understood the FCRA Notice to Users. The FCRA Notice to Users describes your obligations as a user of a Verification, and you should be aware that when taking Adverse Action for employment purposes, there are additional disclosures required before Adverse Action is taken. You agree that you will comply with these additional requirements.
E. FCRA Definitions. “Adverse Action” means an adverse action, as defined in Section 603(k) of the FCRA. “Permissible Purpose” means a permissible purpose, as defined under Section 604 of FCRA and as described in the FCRA Notice to Users.
5. Security & Privacy.
a. Data Security. Truework and you will each maintain reasonable administrative, physical, and technical safeguards designed to preclude the interception and maintain confidentiality of Services Data. You will immediately notify Truework (in any event within 48 hours) (i) of an actual or suspected Security Breach of Services Data, (ii) if you become aware of a Security Breach which may impact Services Data, or (iii) of an actual or suspected Security Breach otherwise related to your use of the Truework Services, and in each case, the parties will cooperate to minimize negative impacts of such Security Breach. You represent and warrant to Truework that any information provided by you to Truework regarding your compliance with applicable law or the provision of the Truework Services is true and correct.
b. Privacy Policy. You acknowledge that your access to and use of the Truework Services and any information provided to us will be handled by us in accordance with our privacy policy located at: www.truework.com/privacy.
c. Services Data Use. Notwithstanding anything to the contrary, Truework will have the right to collect, analyze, use and disclose aggregated Services Data provided that the aggregated data cannot be used to identify you.
6. No Warranty. TRUEWORK DOES NOT WARRANT THAT THE TRUEWORK SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DO WE MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE TRUEWORK SERVICES. IN ADDITION, YOU AGREE THAT TRUEWORK WILL HAVE NO LIABILITY ARISING FROM THE USE OR MISUSE OF ANY INFORMATION OBTAINED BY OR ON BEHALF OF YOU THROUGH THE TRUEWORK SERVICES, INCLUDING INFORMATION OBTAINED BY YOUR EMPLOYEES, AGENTS AND CONTRACTORS. THE TRUEWORK SERVICES ARE PROVIDED “AS IS” AND TRUEWORK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
7. Indemnification. You agree to defend, indemnify and hold harmless us and our affiliates and our and our affiliates’ respective owners, directors, officers, employees, agents and representatives from and against all claims, suits, actions, proceedings, losses, liabilities, damages, penalties, fines, fees (including attorneys’ fees) costs and expenses, whether in tort, contract, or otherwise, that arise out of or relate to any breach of these Terms of Use by you or your use of the Truework Services.
8. Limitation of Liability.
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND REPRESENTATIVES WILL NOT BE RESPONSIBLE OR LIABLE TO YOU UNDER ANY THEORY OF LIABILITY - WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, WARRANTY OR OTHERWISE - FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST PROFITS OR OPPORTUNITIES, BUSINESS INTERRUPTION AND LOSS OF DATA) IN CONNECTION WITH YOUR USE OF THE TRUEWORK SERVICES OR ANY USE OR RELIANCE UPON INFORMATION PROVIDED BY US, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. OUR TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OF USE OR THE TRUEWORK SERVICES, REGARDLESS OF THE FORM OF ACTION IS LIMITED TO THE LESSER OF (i) THE AGGREGATE FEES PAID BY YOU TO US FOR THE TRUEWORK SERVICES IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY OR (ii) $100.
9. Audit Rights. You will maintain (in English) complete auditable records related to your use of the Truework Services and compliance with your obligations under these Terms of Use. Upon request, you agree to provide to Truework and its auditors (including internal audit staff and external auditors) at all reasonable times (and in the case of regulators at any time required by such regulators) access to any facility in which you are using the Truework Services or receiving Verifications, to your personnel, and to data, records, systems and applications relating to the Truework Services for the purpose of performing audits and inspections in order to verify your compliance with these Terms of Use.
10. Governing Law & Arbitration.
a. Governing Law. California law will govern these Terms of Use without regard to its conflicts of laws provisions.
b. Arbitration; Dispute Resolution. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THE SERVICE OR THIS AGREEMENT WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that you may assert claims in small claims court if your claims qualify. The Federal Arbitration Act governs the interpretation and enforcement of this provision; the arbitrator will apply California law to all other matters, including as applicable, the California Arbitration Act. Any party to the arbitration may at any time seek injunctions or other forms of equitable relief from any court of competent jurisdiction. WE EACH AGREE THAT ANY AND ALL DISPUTES MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. BY ENTERING INTO THIS AGREEMENT AND AGREEING TO ARBITRATION, YOU AGREE THAT YOU AND US ARE EACH WAIVING THE RIGHT TO FILE A LAWSUIT AND THE RIGHT TO A TRIAL BY JURY. IN ADDITION, YOU AGREE TO WAIVE THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR LITIGATE ON A CLASS-WIDE BASIS. YOU AGREE THAT YOU HAVE EXPRESSLY AND KNOWINGLY WAIVED THESE RIGHTS.
Before beginning arbitration, you or we must first send a claim notice regarding arbitration. Claims will be referred to the American Arbitration Association (“AAA”). Arbitration will be conducted by the AAA, before a single AAA arbitrator and under the AAA’s commercial arbitration rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees and costs will be governed by the AAA's commercial arbitration rules. You or we may choose to have the arbitration conducted by telephone, based on written submissions, and if in person, exclusively in San Francisco, California. You hereby irrevocably waive any and all argument as to lack of personal jurisdiction or San Francisco, California being an incorrect or inconvenient forum; and expressly agree to the aforementioned. The decision of the arbitrator will be final and not appealable, and judgment on the arbitration award may be entered in any court having jurisdiction. The costs of arbitration, including reasonable attorney’s fees, shall be borne by the losing party, unless otherwise determined by the arbitration award.
11. Termination. We may suspend or terminate your use of the Truework Services if we determine in our sole discretion that you are not complying with these Terms of Use or for any other reason.
12. Severance. If any provision or part-provision of these Terms of Use is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms of Use.
13. Definitions.
a. “Consumer” means any individual applying for and/or receiving goods and/or services from you.
b. “Consumer Data” means any data or information concerning a Consumer provided to either party through the Truework Services.
c. “FCRA” means the federal Fair Credit Reporting Act, 15 U.S.C. §1681, et seq., including all regulations promulgated thereunder.
d. “Prohibited Use” means use for the collection of an account in connection with a credit transaction involving a consumer; for marketing purposes (other than as permitted under the FCRA); for the review of an account in connection with a credit transaction involving a consumer; or other monitoring.
e. “Security Breach” means a (i) “data breach” or similar terms (as defined in the Gramm Leach Bliley Act (“GLBA”) or any other privacy law applicable to a party (“Privacy Law”)), (ii) a “breach of the security of a system” or similar term (as defined in any other applicable privacy law), or (iii) any other event that compromises the security, confidentiality or integrity of Services Data.
f. “Services Data” means Consumer Data, Truework Data, and User Data.
g. “Truework Data” means any data (other than Consumer Data) provided to you by Truework through the Truework Services.
h. “User Data” means electronic data (other than Consumer Data) provided by you in connection with your use of the Truework Services.
