Last Updated: March 11, 2021
NATACS is in the business of providing Human Capital and Human Resources services, Employment Screening and Verification services, Drug Program management and associated services, Identification Systems, Badging and other Pre-, Current-, and Post-Employment Compliance services (each, a “Service” and collectively, the “Services”). The following terms and conditions (the “Service Terms”) apply to your (“you”, “your” or “Customer”), purchase, procurement and/or use of the Services. The Service Terms constitute a legal agreement between you and NATACS (the “Agreement”). In the event of a conflict between the Agreement and any existing duly executed agreement between you and NATACS (including any and all schedules, addendums, exhibits and order forms delivered in connection therewith) (the “Existing Agreement”), the terms of the Existing Agreement shall take precedence and will govern the relationship between you and NATACS in relation to the Services.
Pursuant to the terms of this Agreement and all schedules, exhibits and order forms delivered in connection with this Agreement, NATACS will supply Services as you may from time to time request. The Customer shall have sole and exclusive responsibility to review all reports and data, and to follow-up with each employee according to all applicable Federal, DOT, FAA, TSA, State, County and other governmental laws and regulations, including but not limited to, discrepancies that are uncovered in the Services and/or data of prospective and/or current employees. NATACS may provide Customer with procedural guidelines containing the procedures for the provision by NATACS and use by Customer of the Services (the “Guide”). Customer understands that the Guide may be amended from time to time by NATACS and such amendments will be provided to Customer by NATACS. NATACS will follow reasonable quality assurance procedures with respect to obtaining reports hereunder. However, Customer recognizes that information within such reports is obtained and managed by fallible sources and NATACS does not guarantee or ensure the accuracy or depth of information provided. Customer acknowledges and agrees that NATACS is not, nor will it deemed to be, providing legal advice to Customer in connection with the Services, nor shall NATACS have any obligation with respect to Customer's compliance with legal, contractual or other requirements, and Customer has retained legal counsel to advise them regarding its obligations under this Agreement, including, without limitation, the Fair Credit Reporting Act.
II. Supplying Data to NATACS
Prior to the commencement of NATACS' provision of Services on your behalf, you are required to designate to NATACS the name or names of one or more persons who will serve as NATACS' designated contact for the Services (the “Customer Contact”). You hereby represent and warrant to NATACS that the Customer Contact has, and will at all times have the requisite authority to (i) transmit information, directions and instructions on your behalf and (ii) issue, execute, grant or provide any approvals (other than amendments to this Agreement), requests, notices or other communications required or permitted under this Agreement or requested by NATACS in connection with the Services, including the acceptance of any and all price adjustments. Customer will supply NATACS with all of the necessary complete and accurate data and documentation to support the requested Services. If a shortfall in data or documentation occurs, you will provide the missing data to NATACS. You will execute and deliver to NATACS any documents and forms as NATACS deems necessary to provide to the Services to you under any requirements of governmental data sources and consumer reporting agencies for which NATACS is a reseller, or under applicable laws and regulations. NATACS will invoice you for Services and rework in accordance with the prices posted at the time of ordering. You are responsible for any costs involved in delivering the data to NATACS. NATACS is responsible for any delivery service costs incurred in delivering the information to you, unless expedited Services are requested by you, in which case you will pay any expedited delivery charges. NATACS is not responsible for retaining information on individuals once the information has been delivered to you. You will pay any third party fees charged to NATACS in connection with the Services, such fees to be invoiced to you at the fee NATACS is charged.
III. Use of the NATACS Website
You represent, warrant and covenant that will not use the NATACS website (the “Site”) for any purpose that is unlawful or prohibited by this Agreement. You may not use the Site in any manner that could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. By way of example, and not as a limitation, you agree that when using the Site and when submitting information via the Site, you will not:
- Defame, abuse, harass, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
- Send viruses, corrupted files, or any other similar software or programs that may damage the operation of another's computer.
- Send false or misleading information.
NATACS shall have no obligation to monitor the usage of the Site. However, NATACS reserves the right to review any communications or submissions directed to the Site and to remove any of same in its sole discretion. NATACS reserves the right to terminate your access to the Site at any time without notice for any reason whatsoever. NATACS further reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in its sole discretion.
Materials presented on the Site are subject to limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations. You may not use the Site or its content to send unsolicited e-mail to any recipient that has not specifically made its e-mail available for such purposes. The forwarding or propagation of chain letters of any type (including charity requests or petitions for signatures) is prohibited. “Mailbombing” (i.e., flooding the site with large or numerous e-mail messages) is prohibited.
The Site may contain links to other third party websites (“Linked Sites”) or frames of other third party website screens (“Framed Sites”). The Linked Sites and Framed Sites are not under NATACS’ control and NATACS is not responsible for their contents, including without limitation, any link contained in a Linked Site or Framed Site, or any changes or updates to a Linked Site or Framed Site. NATACS is not responsible for webcasting or any other form of transmission received from any Linked Site or Framed Site. Any such links or frames are provided only as a convenience, and the inclusion of any link does not imply endorsement by NATACS of the Linked Site or Framed Site or any association with or its operators.
You agree to defend, hold harmless, release and indemnify NATACS from any and all liability, claim, loss, damage or expense arising out of your breach or violation of any representation, warranty or obligation contained in this Section V, or otherwise in any way resulting from your use of the Site, the availability or unavailability of this Site or any content provided on this Site. You agree to release and hold NATACS harmless from any claims relating to any action taken by NATACS as part of an investigation into a suspected violation of this Section V or as a result of its conclusion that a violation of this Section V has occurred.
IV. Invoicing and Payment for Services
Customer shall submit payment with requests, along with the required documentation and/or data. Any additional costs or pass through expenses shall be paid within 5 days of the date of invoice. NATACS may increase prices at any time. Customer agrees to pay 1.5% per month for all outstanding invoices. If Customer requests additional services not specified in this Agreement, and NATACS agrees to provide such services, (i) such services will be subject to applicable terms of this Agreement, and (ii) unless otherwise agreed to in writing, Customer will pay NATACS’ then prevailing fees for such services. In the event that, due to changes in legal requirements in connection with the Services, NATACS is required to provide additional services not otherwise included in the Services, such additional services shall be provided subject to additional charge. In addition, if any change in the implementation of the Services occurs that requires NATACS to devote resources, expend time or otherwise incur costs not contemplated by this Agreement, Customer agrees to pay such additional costs as are required in accordance with NATACS’ standard change control policy. Customer will pay to NATACS all applicable sales, use, excise, gross receipts, or other taxes, surcharges, duties or other charges levied or based on this Agreement, exclusive of taxes based on NATACS’ net income. Except as expressly provided otherwise hereunder or as otherwise agreed to by NATACS in writing, all payments are nonrefundable.
V. Confidential Information
All Confidential Information disclosed by NATACS hereunder will remain the exclusive and confidential property of NATACS. You agree that you will not disclose the Confidential Information of NATACS and will use at least the same degree of care in protecting the Confidential Information of NATACS as you use with respect to your own confidential information. You agree to limit access to Confidential Information to your employees and advisors with a need to know and will instruct such employees and advisors to keep such information confidential. Notwithstanding the foregoing, you may disclose Confidential Information to the extent necessary to comply with any law, ruling, regulation or rule applicable to you or to the extent necessary to enforce your rights under this Agreement. NATACS may disclose Confidential Information (i) to the extent that disclosure of such information is required to perform the Services, or (ii) as NATACS deems necessary under any requirements of governmental data sources and consumer reporting agencies for which NATA CS is a reseller, or under applicable laws and regulations (including, without limitation, in connection with an audit or regulatory examination by a governmental authority). For purposes of this Section, “Confidential Information” shall mean: all information of a confidential or proprietary nature provided by the disclosing party to the receiving party for use in connection with the Services, but does not include (a) information that is already known by the receiving party without an obligation of confidentiality, (b) information that becomes generally available to the public other than as a result of disclosure by the receiving party in violation of this Agreement, and (c) information that becomes known to the receiving party from a source other than the disclosing party on a non-confidential basis. Confidential Information of NATACS also includes the Guide and any NATACS operating guidelines which may be provided hereunder, and all trade secrets, processes, proprietary data, information or documentation related thereto of NATACS and any pricing or product information furnished to you by NATACS.
Either party may choose to terminate this Agreement for any reason by providing ten (10) days' advance written notification. NATACS may also terminate this Agreement and your access and use of the Services, or suspend same at any time with or without advance written notice, with or without cause, and its total aggregate liability, if any, with respect thereto, shall not exceed the amount of any fees paid to NATACS in advance for services not yet provided as of the effective date of termination. Termination of this Agreement does not relieve either party of the responsibilities and obligations outlined herein and in all Exhibits and attachments for any and all activity occurring prior to termination. Upon termination of this Agreement, all rights granted to Customer hereunder will become null and void, all materials provided by either party to the other hereunder will be returned promptly, Customer shall have no further right to access or use the Services, and NATACS shall have no further duties or responsibilities to Customer with respect to the Services.
VII. Negation of Liability/Warranty
NATACS and its respective officers, directors, managers, employees, contractors or other representatives shall not be liable to Customer, or to any person claiming through Customer or to whom Customer may have provided service-related data for any loss or injury arising out of or caused in whole or in part by NATACS' or any of its affiliates' or other third parties' services or in otherwise performing this Agreement. Customer acknowledges that every business decision involves the assumption of risk, and neither NATACS nor third parties assume that risk in any manner. If notwithstanding the foregoing, liability can be imposed on NATACS or a third party, then Customer agrees that NATACS and/or third parties aggregate liability for any and all losses or injuries to customer arising out of any act or omission of NATACS and/or third parties in connection with anything to be done or furnished under this Agreement, regardless of the cause of the loss or injury (including negligence) and regardless of the nature of the equitable or legal right claimed to have been violated, shall never exceed all fees paid by Customer for specific services performed to which the claims relate during the previous three months. IN NO EVENT WILL NATACS BE RESPONSIBLE FOR SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES IN CONNECTION WITH THE SCREENING SERVICES, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Each of NATACS and Customer will use reasonable efforts to mitigate any potential damages or other adverse consequences arising from or related to the Services. Nothing in this Agreement is intended to limit either party's obligation to mitigate damages.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NATACS EXPRESSLY DISCLAIMS ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, NON-INTERRUPTION OF USE, AND FREEDOM FROM PROGRAM ERRORS WITH RESPECT TO THE SERVICES.
NATACS shall not be liable for any delay or failure to perform under this Agreement resulting, directly or indirectly, from strike, fire, war, insurrection, riot, power failure, telecommunications network system failures, congestion, delays or interruptions or a circumstance beyond NATACS' reasonable control. In case of errors or lost data caused by power failure, mechanical difficulties with information storage and retrieval systems, or other events not attributable to its own negligence or willful misconduct, NATACS' sole obligation will be to use its reasonable efforts to reconstruct any records maintained by NATACS and to amend any reports prepared by it which may have been affected by such event, at its own expense.
VIII. Waiver and Amendment
The failure of either Customer or NATACS to enforce at any time, or from time to time, any provisions of this Agreement shall not be construed as a waiver thereof. This Agreement may be amended only by a written agreement signed by both Parties which expressly amends or supersedes this Agreement. No waiver by NATACS is valid unless given in writing signed by an authorized officer of NATACS.
IX. Validity of Terms, Arbitration, Choice of Law
If any term or provision of this Agreement shall be held void, illegal, unenforceable or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, the validity of the remaining portions or provisions of the Agreement shall not be affected thereby. The prevailing party shall be entitled to payment from the other party of the prevailing party's reasonable attorneys' fees and costs in any action arising out of or from this Agreement. Both parties agree to submit any and all unresolved disputes or claims relating to this Agreement to binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association and hereby waive any other types of action, except that NATACS may also seek injunctive relief, specific performance or other equitable relief without arbitration at any time by filing an action for same in a state or federal court of competent jurisdiction, including the courts located in Martin County, and Customer hereby irrevocably consents and submits to personal jurisdiction in said courts with respect to such proceedings. This Agreement shall be construed and interpreted solely in accordance with the laws of the State of Florida without resort to choice of law rule. Any such Arbitration shall be conducted in the State of Florida, County of Martin.
Whenever any notice is required or authorized to be given hereunder, it shall be sent via email to email@example.com if sent by Customer, or shall be sent by email or shall be posted on the Site or other applicable NATACS website, if sent by NATACS.
Customer shall not use NATACS's names or marks without NATACS's prior written consent. This provision applies to any services which are provided via the Internet or which Customer may access via the Internet. The security of transmissions over the Internet cannot be guaranteed. NATACS is not responsible for (i) Customer's access to the Internet, (ii) interception or interruption of communications through the Internet, or (iii) changes to or losses of data. In order to protect Customer's data, NATACS may suspend Customer's use of the Services via the Internet immediately, without notice, pending an investigation, if any breach of security is suspected.
Within ten (10) days following NATACS's request, Customer shall make available to NATACS for audit such records as NATACS deems necessary under any audit requirements of governmental data sources and consumer reporting agencies for which NATACS is a reseller, and to review Customer's compliance with all applicable laws and regulations relating to the Services being provided to Customer. As used herein, “affiliate” means any person or entity directly or indirectly controlling or having the power to control, or controlled by or being under common control with another person or entity. For this purpose, “control” means the direct or indirect possession of power to direct or cause the direction of the management or policies of such party, whether through ownership or stock or other securities, by contract or otherwise. Ownership of more than fifty percent (50%) of the beneficial interest of an entity shall be conclusive evidence that control exists.
XII. Privacy Act Notification
NATACS shall comply with the Privacy Act of 1974 (the “Act”) and all agency rules and regulations issued under the Act. In the event of violations of the Act, a civil action may be brought against the agency involved when the violation concerns the design, development or operation of a system of records on individuals to accomplish an agency function, and criminal penalties may be imposed upon the officers or employees of the agency when the violation concerns the design, development or operation of a system of records on individuals to accomplish an agency function. For the purpose of the Act, when the agreement is for the operation of a system of records on individuals to accomplish an agency function, NATACS shall be considered to be an employee of the agency. Operation of a system of records, as used in this clause, means performance of any of the activities associated with maintaining a system of records, including the collection, use and dissemination of records.
Address: 9400 Gateway Drive, Suite D, Reno, NV 89521
Please contact Company with any questions or comments about this Terms and Conditions of Use by emailing firstname.lastname@example.org