- This is a legally binding service agreement between backgroundseekers Korlátolt Felelõsségû Társaság, a Hungarian corporation doing business promoting backgroundseeker.com, (hereinafter referred to as “we”, “our” and/or “us.” as the first party.
You, a legal entity (natural or artificial) (hereinafter referred to as “you” and/or “your”) that subscribes to backgroundseeker.com’ services as provided on the contact page as the second party.
If you already have a separate agreement with us that both parties signed and that states that our relationship will not be governed by any future electronic agreement, then these Terms and Conditions do not replace your separate agreement unless (a) it does so as described in the separate agreement or (b) you sign another document that says you agree to this agreement.
Provided always that, if that separate agreement is mainly a list of services, prices, payment terms, and a few additional terms or if it does not state that it is the complete agreement between you and us, then that separate agreement just sets the services and prices available under this agreement and any additional terms contained in it shall supplement this agreement.
Execution of these Terms and Conditions
You agree to this agreement when you sign it electronically. You sign this agreement electronically by clicking any button or any box associated with words that say you accept or agree to this agreement.
You also sign this agreement electronically by taking any other action that shows your intent to sign this agreement.
You also agree to this agreement if you electronically or manually sign a separate document that says you agree to this agreement. Despite the use of any other terminology, your signing this agreement is your offer to us, not your acceptance of an offer from us.
By signing this agreement in any manner, you personally confirm to us that the individual, company, partnership, association, government agency, legal entity or other organization entering this agreement:
- Is validly organized, existing, and in good standing with its jurisdiction of organization;
- Is a legitimate business, non-profit, or government organization;
- Has the power to enter into this agreement;
- Is not entitled to sovereign or governmental immunity from suit or liability related to this agreement;
- Does not violate any law or any organizational charter, bylaws, or similar documents by entering this agreement;
- Is not the subject of any bankruptcy, insolvency, conservatorship, or similar proceeding known to it;
- Has received all necessary organizational and governmental authorizations needed to enter into this agreement and make it binding; and;
- Has given you personally the actual authority to sign this agreement on its behalf.
Every word of this agreement is important. Although it is long, we put considerable effort into eliminating legalese, so that you can understand all of it, but the law might require us to bring some parts to your attention more than other parts. You should make sure you read them. They are:
How do we agree to this agreement?
We agree to this agreement if, after you register for our services, we:
- Send you any email or other communication confirming your registration;
- Send you our bill of charges;
- Send you any information from your use of our services; or
- Take any action that shows our intent to sign this agreement electronically.
- Despite the use of any other terminology, our signing this agreement is not our offer to you, but our acceptance of your offer to us.
What are your rights related to electronically signing this agreement?
By electronically signing this agreement, you consent that we may send you information having to do with our website or our services electronically (such as on our website or through email), instead of on paper or by mail. For example, your consent applies to all information that any law requires us to give you in writing or by mail. We need not give you any information in paper or other non-electronic form. You may withdraw your consent, but only by closing your account with us and providing us an (email) address to which we may send notices. You may update the information we use to send you information electronically.
How may we change/amend this agreement?
We may change this agreement by posting a replacement on our website and giving you notice that we have done so. You are deemed to have agreed to the changed agreement when you continue to maintain your account with us except you close your account.
Various laws apply to the information we provide to you through our services (that information being the “Reports “), usually for the purpose of protecting the person that each Report concerns (that person being the “Consumer “). You agree to comply with all applicable laws.
You agree to ensure that no agreement, government order, or law binding you would prohibit our reporting to you.
You confirm that you have independently educated yourself about your duties under applicable law. We are not a law firm. We do not provide legal advice. We do not act as your legal counsel. We advise you to assure your compliance with law by involving your own legal counsel. You confirm that you are not relying on us to ensure that you are complying with applicable law.
You acknowledge that we are relying, for our compliance with law, on you performing your duties under this agreement. You agree to promptly notify us of any lawsuit or government investigation against you that involves any Report we provided you.
What are your duties based on what you will do with the Report?
Your duties under this agreement is subject to every other applicable law(s) in the relevant jurisdiction(s) depend on whether you will resell our Report and, if so, to whom and the purpose for which the end-user will use the Report.
What must you do before relying on our Report?
You agree, when you receive a Report from us, to use common sense and all information that you have to independently confirm that the information in the Report actually relates to the Consumer. You agree not to take any adverse action based on the Report if you have any doubt that the information in the Report actually relates to the Consumer. You agree not to rely on the fact that we have provided you the information in the Report to eliminate any such doubt.
What must you not do with our Report, regardless of your purpose?
You agree not to copy, distribute, disclose, publish, or use any Report (or any information in a Report) except the following two sentences allow. You may distribute the Report to the Consumer, use the Report internally in a single use (but subsequent explanation or justification of that use is not a separate use), and use and disclose the Report as required by law.
You agree not to use any information from the Report for any unsolicited communication (including but not limited to phone call, text message, mail, email, or fax) other than communications required by law.
You agree not to use any information in the Report to blackmail, harass, or humiliate anyone else.
What do you agree to pay us for our services?
You agree to pay for all services that we provide you at the prices communicated to you. We may change the prices for our services at any time, provided we communicate the change to you. In addition to those prices, you agree to pay us amounts that allow us to recover all fees that third-party information sources charge us for access to information needed to perform the services. You agree that the prices we charge you are net of any taxes or withholdings for taxes. If you must withhold any amount for taxes, you agree to increase the amount so that the amount you pay us net of the withholding equals the amount we charged you.
How will we charge you for litigation support?
If we receive any subpoena or other order requiring us to provide you or any third party with information, documentation, or testimony related to our relationship with you (outside of any litigation between you and us), you agree to pay us for the personnel time, materials and third-party services we use in providing that information, documentation, or testimony.
Will we give you a refund?
All of your purchases are final. Some services that you can order from us will find no results, but you still agree to pay for those services. For example, if you purchase a criminal search on a person who has no criminal record, our service will confirm that the person has no criminal records but you still have to pay for that search.
How may you transfer this agreement?
Our service is not transferable except with our written consent sought and obtained.
How may we close or suspend your account?
We may close or suspend your account at any time. When we do so, we will give you notice. We will usually suspend your account if we have reason to believe that you are violating this agreement, violating any applicable law, doing anything that would cause us to violate any law, failing to respond promptly to an audit, or failing to pay us on time. If we suspend your account, we will complete (and charge you for) any orders for services that you have already placed with us; depending on the circumstances, we may suspend your ability to order Reports, view Reports, or both.
When we close your account, we will complete (and charge you for) any orders for services that you have already placed with us, charge you for any pre-paid plans through the date on which they would have been cancelled if you gave notice of cancellation on the date we closed your account, end your ability to order and view Reports, and end your ability to access non-public portions of our website.
Closing or suspending your account does not terminate this agreement, so your and our obligations relating to Reports you ordered before we close your account continue indefinitely after we close your account.
How may you close your account?
You may close your account with us by sending an email email@example.com that you want to close your account, terminate this agreement, or anything similar. When we receive your notice, we will complete (and charge you for) any orders for services that you have already placed with us, charge you for any pre-paid plans through the date on which they would have been cancelled if you had given notice of cancellation on the date we closed your account, end your ability to order and view Reports, and end your ability to access non-public portions of our website. Closing your account does not terminate this agreement, so obligations relating to Reports you ordered before you close your account continue indefinitely after you close your account. However, if you want to terminate this agreement, you would have to send an express email to us terminating the agreement.
What limitations might apply to you based on your business?
Some suppliers of information will not provide information for us to provide to you if you engage in certain types of business where, in the past, other businesses have been problems for those suppliers. If your business activity is in such category, the services that we can offer you may be limited, or we may require additional documentation from you, or our ways of working around these information suppliers may delay the Reports that we provide you.
What must you do if you have a data breach?
You agree to notify us immediately if you have reason to believe that anyone has gotten unauthorized access to, use of, control over, or disclosure of any information that we provided to you (unless that information was encrypted and you have no reason to believe that the decryption key was compromised). You agree to reasonably cooperate with us (and our information suppliers) in mitigating any resulting damage, including by allowing us (or our information suppliers) to initiate or participate in an investigation into the causes of the event and, upon our request, providing a written root-cause analysis of the event, a written plan to minimize the impact of the event, and a written plan to avoid recurrence of the event.
Are we responsible for links to third party websites?
Our website may have links to third party websites. We are not responsible for the content of third party websites, even if we link to them.
Do either of us grant the other any intellectual property ownership?
We do not grant you ownership of any intellectual property rights. You do not grant us ownership of any intellectual property rights.
What copyright license do we grant to you?
We grant you a non-exclusive, worldwide, royalty-free, the permanent license under our copyrights in each Report we provide you to copy, print, and distribute the Report in any way not prohibited by this agreement or applicable law. We grant you a non-exclusive, worldwide, royalty-free license under our copyrights in the items below to do activities below, but only for the purpose of ordering and receiving our services.
What information is confidential?
You agree to keep confidential all non-public information that we provide to you about our services, including our non-public prices, our interface specifications, our product plans, our list of sources in our database, and the details of how our website works (but excluding our Report).
Is information we provide true?
You acknowledge that, when we provide you information based on a third party’s records (including but not limited to court, credit, criminal, driving, educational, and employment records), we are only saying that we believe that the third party’s records had that information at the time we retrieved those records. We are not saying that the information in those records is true. For example, court records can be incorrect. You acknowledge that, when we provide you information based on our interview of a third party (including reference checks), we are only saying that the third party told us the information we provide you. We are not saying that the information is true. For example, information from a reference can be incorrect.
Do we make any warranties?
We make no warranties. Without limiting the foregoing general disclaimer, we disclaim all warranties (a) of merchantability, fitness for a particular purpose, workmanlike performance, and accuracy; (b) that arise from course of dealing, course of performance, or usage of trade; or (c) that our performance or anything that we provide is free of errors or operates without interruption. You confirm that you are not entering this agreement on the basis of any warranty outside of this agreement. You acknowledge that these disclaimers are an integral part of an agreement in which you and we have actively and intentionally allocated risk and that we would not provide you the services if you did not accept these disclaimers. These disclaimers apply even if any remedy fails of its essential purpose due to these disclaimers.
Against what claims do you agree to protect us and our employees?
You agree to indemnify us and our officers against every claim, liability, fines, damages, cost, charges and expenses that may arise as a result of our service to you. You agree not to sue us or any of our employees based on anything done on our behalf or based on any service or Report that you request from us or we provide you. You agree to indemnify even if our negligence, our employees’ negligence, or our breach of this agreement caused the claim.
What rights do third parties get under this agreement?
You and us do not intend to create a right for any third party (except our employees) to enforce this Agreement directly against either party, except for those parts of this agreement that benefit our employees. To the extent that, despite that intent, any court finds that a third party (other than one of our employees) may enforce this agreement directly, that third party’s rights are limited by all the terms, conditions, and defenses that apply to the party whose rights the third party seeks to enforce.
How does this agreement limit our liability?
Even if any exclusive remedy fails of its essential purpose, we are not liable for:
- third-party claims against you or anyone associated with you;
- consequential damages (including lost opportunity, profits, use, or savings), incidental damages (even if advised of their possibility), punitive damages, or indirect damages;
- damages in aggregate that exceed the total fees you paid us under this agreement
- damages arising from our delay in performing or failure to perform, to the extent beyond our reasonable control and ability to mitigate (including delay or failure caused by natural disasters, acts of god, disease, embargoes, organized labor disputes, riots, terrorism, war, or acts of civil and military authorities).
How is this agreement to be interpreted?
This agreement is to be interpreted as if written and negotiated jointly by the parties. It is not to be strictly construed against either party, regardless of the actual drafter of the agreement. The article and section headings in this Agreement are for ease of reference only and are not intended to affect the meaning or interpretation of this agreement.
What is the relationship of the parties?
You and we are independent contractors. Nothing contained in this agreement creates a joint venture, partnership, employment, or fiduciary relationship between you and us. Each of you and us has the sole obligation to supervise, manage, direct, and perform its obligations, except as you and we otherwise agree in writing (other than email). Neither we nor you have any authority of any kind to bind the other.
The Parties agree that the law applicable to the present Contract (and any legal disputes originating therefrom) shall be Hungarian law.
The Parties shall inform each other of any essential circumstances in due time. The Party failing to comply with this shall be held liable for the consequent damages. The Service Provider shall ensure continuously that anyone can access the effective General Terms and Conditions on the website of the Service Provider.
The Contracting Parties shall settle any disputes arising in the course of the present Contract primarily without litigation, by means of negotiations. For the case of failure of such settlement, depending on the competence, stipulate the exclusive jurisdiction of the Pest Central District Court or the Municipal Court in Hungary.
Regarding issues not regulated in the present Contract, the provisions of the Hungarian Civil Code on agency shall primarily apply.
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