VOEDX UTILITY AUTHORIZED USER TERMS AND CONDITIONS

These VOEDX Utility Authorized User Terms and Conditions govern your use of the VOEDX Utility. The Utility is owned and operated by VOEDX Marketplace, LLC, a Delaware limited liability company. Capitalized terms used and not otherwise defined in these Terms and Conditions have the meanings given to such terms in the Definitions section below.

By using the Utility, you agree to these Terms and Conditions. If you do not agree to these Terms and Conditions, you may not use the Utility. As a condition to being allowed to use the Utility, you will be required to electronically sign these Terms and Conditions and such other governing documents pertaining to the Utility as VOEDX may require from time to time.

To use the Utility, you must be an Authorized User of the Utility. To be an Authorized User, you must meet certain requirements, including being a corporation, limited liability company or other legal entity that is a “consumer reporting agency” as defined in the Fair Credit Reporting Act and/or a “furnisher” of information as defined in the Fair Credit Reporting Act. To act on behalf of an Authorized User, you must be a Designated Representative or other Designated User of the Authorized User and be at least 18 years of age. Use of the Utility by any person that is not an Authorized User or Designated Representative or Designated User of an Authorized User, or who is under 18 years of age, is strictly prohibited.

We may modify these Terms and Conditions and/or the Utility from time to time in the manner set forth in Section 11.3 below. Your continued use of the Utility after any such modification will be deemed your acceptance of any such modification.

1. Background.

1.1VOEDX makes available an on-line utility (the “Utility” or the “VOEDX Utility”) which authorized users of the Utility (“Authorized Users”) may use to buy and sell, from each other, certain verification of employment data and certain other types of data (such verification of employment data and other types of data being collectively referred to herein as “Subject Data”). Such purchases and sales of Subject Data by Authorized Users using the Utility are referred to herein as “Transactions.” Subject Data consists of verification of employment data and such other categories of data (including Background Check Information) as VOEDX may approve in writing from time to time; no other category of data may be offered, purchased or sold using the Utility.

1.2Authorized Users of the Utility may function as a buyer of Subject Data (a “Buyer”), as a seller of Subject Data (a “Seller”), or as both a Buyer and a Seller.

1.3All Authorized Users are required to, among other things, agree to these Terms and Conditions as a condition to becoming an Authorized User of the Utility.

1.4These Terms and Conditions include the additional buyer terms and conditions attached hereto as Annex A which apply to each buyer of Subject Data (the “Additional Buyer Terms and Conditions”) and the additional Seller Terms and Conditions attached hereto as Annex B which apply to each seller of Subject Data (the “Additional Seller Terms and Conditions”).

1.5Each Authorized User is also required to agree to such rules and policies that VOEDX may promulgate from time to time pertaining to the use of the Utility (the “Utility Rules”) The Utility Rules shall be posted in the Authorized User Portal.

1.6Buyers using the Utility are generally required to pay to VOEDX transaction fees pertaining to purchase transactions executed using the Utility (“Buyer Utility Transaction Fees”), which Buyer Utility Transaction Fees rates shall be set and disclosed by VOEDX from time to time. Buyer Utility Transaction Fees are charged for use of the Utility and not as consideration for any Subject Data.

1.7Sellers using the Utility are generally required to pay to VOEDX transaction fees pertaining to sale transactions executed using the Utility (“Seller Utility Transaction Fees” and, together with Buyer Utility Transaction Fees, “Utility Transaction Fees”), which Seller Utility Transaction Fees rates shall be set and disclosed by VOEDX from time to time. Seller Utility Transaction Fees are charged for use of the Utility and not as consideration for any Subject Data.

1.8Buyers and Sellers using the Utility may be required to pay to VOEDX Preexisting Bilateral Agreement Transaction Fees, rather than Utility Transaction Fees, in certain circumstances as set forth more fully in Section 7.8 of these Terms and Conditions. Preexisting Bilateral Agreement Transaction Fees are charged for use of the Utility and not as consideration for any Subject Data.

2.Definitions. Capitalized terms used and not otherwise defined in these Terms and Conditions shall have the meanings set forth below:

“Additional Buyer Terms and Conditions” shall have the meaning set forth in Section 1.4 of these Terms and Conditions.

“Additional Seller Terms and Conditions” shall have the meaning set forth in Section 1.4 of these Terms and Conditions.

“Applicant” shall mean any employee or candidate for employment (including, without limitation, independent contractors) or other individual who is the subject of a Consumer Report.

“Applicant Adverse Action Disclosure” shall mean any applicable pre-adverse action notice, adverse action notice or other similar notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other applicable law.

“Applicant Consent” shall mean any consent or authorization required to be obtained from any Applicant or other person under the Fair Credit Reporting Act or other applicable law to the obtaining of a Consumer Report for employment or other purposes.

“Applicant Notice” shall mean (i) any notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other similar law that a Consumer Report may be (or has been) obtained for employment or other purposes, and/or (ii) any notice required to be provided to any Applicant or other person under the Fair Credit Reporting Act or other similar law advising the Applicant or other person of their rights under the Fair Credit Reporting Act or other similar law (including the Summary of Consumer Rights).

“Authorized User” shall have the meaning set forth in Section 1.1 of these Terms and Conditions.

“Authorized User Account” (or “Authorized User’s Account”, as the context may require) shall have the meaning set forth in Section 5.1 of these Terms and Conditions.

“Authorized User Account Data” shall mean information about an Authorized User that such Authorized User provides to VOEDX in connection with the establishment and use of its Authorized User Account, including Authorized User name, address, state of incorporation/formation, EIN, identity of Designated Representative, identity of Designated Users and other similar information (but not including Authorized User Payment Data, Authorized User Transaction Data, Subject Data or Subject Related Data).

“Authorized User Payment Data” shall mean payment data provided by Authorized User for purposes of paying Subject Data Payment Amounts, Utility Transaction Fees, Preexisting Bilateral Agreement Transaction Fees and other amounts that may be due.

“Authorized User Portal” shall have the meaning set forth in Section 5.1 of these Terms and Conditions.

“Authorized User Qualification Criteria” shall have the meaning set forth in Section 3.2 of these Terms and Conditions.

“Authorized User Transaction Data” shall mean information about transactions executed by Authorized User using the Utility, including the identity of the counterparty to the transaction, the Subject Data Payment Amount and Utility Transaction Fees or Preexisting Bilateral Agreement Transaction Fees pertaining to the transaction, and metadata about the nature of the Subject Data purchased and sold (but not including the Subject Data itself purchased and sold in the transaction).

“Background Check Information” shall mean criminal record information, motor vehicle records, information obtained from social media or other online sources, and any other information about an individual that is obtained or reported in connection with a background check, in each case other than verification of employment data.

“Buyer” shall have the meaning set forth in Section 1.2 of these Terms and Conditions.

“Buyer Utility Transaction Fees” shall have the meaning set forth in Section 1.6 of these Terms and Conditions.

“Cloud Service Provider” shall have the meaning set forth in Section 6.3 of these Terms and Conditions.

“Confidential Information” shall have the meaning set forth in Section 14.1 of these Terms and Conditions.

“Consumer Report” shall mean any consumer report, as defined in the Fair Credit Reporting Act. For purposes of clarity, the term Consumer Report as used herein includes an investigative consumer report, as defined in the Fair Credit Reporting Act.

“Consumer Reporting Agency” or “CRA” shall have the meaning assigned to such term in the Fair Credit Reporting Act.

“Data Access Period” shall have the meaning set forth in Section 16.4 of these Terms and Conditions.

“Designated Representative” shall have the meaning set forth in Section 5.2 of these Terms and Conditions.

“Designated Users” shall have the meaning set forth in Section 5.3 of these Terms and Conditions.

“Disclosing Party” shall have the meaning set forth in Section 14.2 of these Terms and Conditions.

“Effective Date” shall mean the date upon which Authorized User is first authorized to the Utility as provided in Section 3 of these Terms and Conditions.

“Fair Credit Reporting Act” or “FCRA” shall mean the United States Fair Credit Reporting Act, 15 U.S.C. §1681 et seq., as supplemented by the rules, regulations and agency orders and decisions promulgated thereunder.

“Health Insurance Portability and Accountability Act” or “HIPAA” shall mean the United States Health Insurance Portability and Accountability Act, 42 U.S.C. §1320d et seq., as supplemented by the rules, regulations and agency orders and decisions promulgated thereunder.

“Legal Claim” shall have the meaning set forth in Section 20.1 of these Terms and Conditions.

“Losses” shall have the meaning set forth in Section 19.1 of these Terms and Conditions.

“Notice to Users of Consumer Reports” shall mean the notice of user responsibilities prescribed by the Consumer Financial Protection Bureau under Section 607(d) of the Fair Credit Reporting Act (12 C.F.R. pt. 1022, App. N), as amended or replaced from time to time.

“Parties” shall mean VOEDX and Authorized User.

“Person” shall mean an individual or a corporation, limited liability company or other legal entity.

“Preexisting Bilateral Agreement” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Buyer” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Buyer Transaction Fees” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Seller” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Seller Transaction Fees” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Transaction Fees” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Preexisting Bilateral Agreement Transactions” shall have the meaning set forth in Section 7.8 of these Terms and Conditions.

“Protected Health Information” shall have the meaning assigned to such term under HIPAA.

“Receiving Party” shall have the meaning set forth in Section 14.2 of these Terms and Conditions.

“Representatives” shall mean a Person’s officers, directors, members, managers, employees, agents and other legal representatives.

“Seller” shall have the meaning set forth in Section 1.2 of these Terms and Conditions.

“Seller Utility Transaction Fees” shall have the meaning set forth in Section 1.7 of these Terms and Conditions.

“Subject Data” shall have the meaning set forth in Section 1.1 of these Terms and Conditions.

“Subject Related Data” refers to identifying information relating to the individual who is the subject of Subject Data (such as name, date of birth, social security number or other identifying information) that is provided by Authorized Users in connection with their purchase and sale of Subject Data using the Utility.

“Subject Data Payment Amounts” shall have the meaning set forth in Section 7.3 of these Terms and Conditions.

“Summary of Consumer Rights” shall mean the summary of consumer rights prescribed by the Consumer Financial Protection Bureau under Section 609(c) of the Fair Credit Reporting Act (12 C.F.R. pt. 1022, App. K), as amended or replaced from time to time.

“Taxes” means all sales, use, excise, VAT and other taxes arising from Authorized User’s use of the Utility (other than taxes based on VOEDX’s net income).

“Term” shall have the meaning set forth in Section 16.1 of these Terms and Conditions.

“Terms and Conditions” shall mean these VOEDX Utility Authorized User Terms and Conditions including, as applicable, the Additional Buyer Terms and Conditions and the Additional Seller Terms and Conditions.

“Transaction Fees” shall collectively refer to Utility Transaction Fees and Preexisting Bilateral Agreement Transaction Fees.

“Transactions” shall have the meaning set forth in Section 1.1 of these Terms and Conditions.

“Utility” or “VOEDX Utility” shall have the meaning set forth in Section 1.1 of these Terms and Conditions.

“User” shall mean the “user” of a Consumer Report, as that term is used in the Fair Credit Reporting Act.

“User Notice” shall mean any notice required to be provided to any User of a Consumer Report under the Fair Credit Reporting Act or other similar law of their obligations as a User of a Consumer Report (including the Notice to Users of Consumer Reports).

“Utility Rules” shall have the meaning set forth in Section 1.5 of these Terms and Conditions.

“Utility Software” shall have the meaning set forth in Section 4.1 of these Terms and Conditions.

“Utility Transaction Fees” shall have the meaning set forth in Section 1.7 of these Terms and Conditions.

“VOEDX” shall mean VOEDX Marketplace, LLC, a Delaware limited liability company that owns and provides the Utility.

“VOEDX Data Processing Addendum” shall have the meaning set forth in Section 14.5 of these Terms and Conditions.

“VOEDX Indemnified Persons” shall have the meaning set forth in Section 19.1 of these Terms and Conditions.

“VOEDX Privacy Policy” shall have the meaning set forth in Section 14.4 of these Terms and Conditions.

“VOEDX Software” shall mean the computer software that VOEDX uses to provide the Utility, which software may be owned and/or licensed by VOEDX.

“we”, “us”, “our” and similar terms as the context may require shall refer to VOEDX Marketplace, LLC, a Delaware limited liability company that owns and provides the Utility.

“you” or “your” and similar terms as the context may require shall refer to you as an Authorized User of the Utility.

3. Qualification as an Authorized User; Authorized User Qualification Criteria.

3.1Qualification as an Authorized User. Subject to the provisions of these Terms and Conditions and, and subject to Authorized User’s satisfaction of the Authorized User Qualification Criteria (as defined below) applicable to the Utility and to the payment of all applicable fees and other amounts due, VOEDX agrees to permit Authorized User to use the Utility for the purpose of purchasing and selling Subject Data.

3.2Authorized User Qualification Criteria. As a condition to qualification as an Authorized User of the Utility, Authorized User shall be required to meet such initial and continuing financial, legal and other requirements established by VOEDX for Authorized Users of the Utility from time to time (the “Authorized User Qualification Criteria”), and shall be required to provide such information and submit such documentation as shall be required by VOEDX to demonstrate that Authorized User meets the Authorized User Qualification Criteria. All decisions as to whether a prospective Authorized User satisfies the Authorized User Qualification Criteria shall be made by VOEDX in its reasonable discretion.

3.3Prohibited Jurisdictions and Persons. None of the following may be an Authorized User, a Designated Representative or a Designated User, or access Subject Data or Subject Related Data through the Utility: (i) any entity organized, headquartered or having its principal place of business in, or any individual primarily resident in, Cuba, Iran, North Korea, Russia, Belarus, Syria, Venezuela, the People’s Republic of China (including the Hong Kong and Macau Special Administrative Regions), Crimea, or the Donetsk, Luhansk, Kherson or Zaporizhzhia regions of Ukraine (collectively, the “Prohibited Jurisdictions”); (ii) any entity that is 50% or more owned, directly or indirectly, individually or in the aggregate, by one or more persons described in clause (i) or by the government of a Prohibited Jurisdiction; (iii) any person identified on, or 50% or more owned, directly or indirectly, by one or more persons identified on, the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control or any other U.S. government restricted-party list; and (iv) any “covered person” within the meaning of 28 C.F.R. § 202.211. Authorized User represents and warrants on the Effective Date, and covenants throughout the Term, that neither it nor any of its Designated Users is a person described in this Section 3.3, and that it will not permit any such person to access Subject Data or Subject Related Data obtained through the Utility. Authorized User shall notify VOEDX within five (5) business days after it becomes a person described in this Section 3.3.

4. License to Access and Use the Utility; Right to Buy and Sell Subject Data Using the Utility.

4.1License to Access and Use the Utility. Subject to the provisions of these Terms and Conditions and the Utility Rules, and subject to Authorized User establishing an Authorized User Account (as set forth below) and to the payment of all applicable fees and other amounts due, VOEDX grants to Authorized User, during the Term, a limited, non-exclusive, right to access and use the Utility, the Authorized User Portal pertaining to the Utility, Authorized User’s Account pertaining to the Utility, and the associated VOEDX software providing the functionality of the Utility (the “Utility Software”), in each case, in connection with (and only in connection with) the purchase and sale of Subject Data using the Utility in the manner and for the purposes contemplated under these Terms and Conditions.

5. Establishment of Authorized User Account in Authorized User Portal; Authorized User Access; Authorized User Designated Representative and Designated Users.

5.1Authorized User Account. To use the Utility, Authorized User shall be required to first establish a user account (“Authorized User Account”) in the user portal (“Authorized User Portal”) pertaining to the Utility, and provide necessary account related information. Authorized User shall also be required to provide billing and payment information to be used for the payment of Subject Data Payment Amounts, Utility Transaction Fees, Preexisting Bilateral Agreement Transaction Fees and other amounts due. Authorized User agrees to provide full and accurate information when setting up Authorized User’s Account, and to keep such information (including payment information) current.

5.2Authorized User Designated Representative. In establishing its Authorized User Account, Authorized User shall be required to designate within Authorized User’s Account a designated representative of Authorized User (“Designated Representative”) who (i) shall be at least 18 years of age, (ii) shall be Authorized User’s primary point of contact regarding the Utility, and (iii) shall have primary responsibility for the administration and control of Authorized User’s Account (including with respect to the authorization of Authorized Users (as defined below) and control of login codes and passwords). Authorized User agrees to cause its Designated Representative to comply with these Terms and Conditions and the Utility Rules. Authorized User shall notify VOEDX of the identity of Authorized User’s initial Designated Representative and shall promptly notify VOEDX of any change in the identify of Authorized User’s Designated Representative.

5.3Authorized User Designated Users. In establishing its Authorized User Account, Authorized User shall be required to designate one or more designated users (“Designated Users”) of Authorized User who shall have access to Authorized User’s Account (including the authority to purchase and sell Subject Data on behalf of Authorized User using the Utility). Each Designated User shall be at least 18 years of age. Authorized User’s Designated Representative shall automatically be deemed to be a Designated User of Authorized User. Authorized User agrees to cause its Designated Users to comply with these Terms and Conditions and the Utility Rules.

5.4Authorized User Account Security. Authorized User shall maintain appropriate physical, technical and organizational security measures so as to prevent unauthorized access to Authorized User’s Account, the Authorized User Portal and the Utility. Authorized User shall not share (and shall cause its Designated Representative and Designated Users to not share) login information or password information with any third-party. Authorized User shall use commercially reasonably efforts to prevent any unauthorized third-party access Authorized User’s Account, the Authorized User Portal or the Utility. Authorized User agrees that Authorized User is responsible for protecting (and for causing its Designated Representative and Designated Users to protect) the confidentiality of Authorized User’s login information and password information and for preventing unauthorized access to Authorized User’s Account, the Authorized User Portal and the Utility to the extent within Authorized User’s reasonable control. Authorized User shall immediately notify VOEDX if Authorized User believes that the confidentiality of its login information or password information has been compromised or there has been unauthorized access to Authorized User’s Account, the Authorized User Portal or the Utility. Authorized User shall be responsible for any unauthorized transactions executed using the Utility under its account if due to any failure of Authorized User to protect the confidentiality of Authorized User’s login information and password information or otherwise prevent unauthorized access to Authorized User’s Account.

5.5Authorized User Record Retention; Compliance Audits. Authorized User shall retain copies of all Subject Data, Subject Related Data, Applicant Notices, Applicant Consents, Applicant Adverse Action Disclosures, User Notices and other documentation to the extent, and for the periods required by, applicable law, and make such documents reasonably available to VOEDX upon request. Authorized User shall also maintain documentation sufficient to evidence Authorized User’s compliance with these Terms and Conditions, the Utility Rules and applicable laws that pertain to Authorized User’s activities using the Utility, and make such documents available to VOEDX upon request. VOEDX shall have the right, during normal business hours and upon reasonable advance notice, to audit Authorized User’s records to the extent reasonably necessary to verify Authorized User’s compliance with these Terms and Conditions and the Utility Rules and Authorized User’s compliance with applicable laws that pertain to Authorized User’s activities using the Utility. Any such audits shall (a) occur no more than once annually unless required by law or other legal obligation binding upon VOEDX; (b) be designed to not unreasonably interfere with Authorized User’s business operations; and (c) be subject to appropriate confidentiality obligations to protect Authorized User’s and its other clients’ information.

6. Utility Operation and Usage.

6.1Availability of the Utility. The Utility shall be available on such days and during such hours as shall be specified by VOEDX in the Utility Rules or the Authorized User Portal. VOEDX shall use commercially reasonable efforts to make the Utility available on a continuous basis, subject to scheduled maintenance, force majeure events, and circumstances outside VOEDX’s reasonable control.

6.2Updates, Upgrades and Maintenance. VOEDX may update or upgrade the Utility and may perform planned maintenance on the Utility, from time to time, upon such notice as is reasonably practicable under the circumstances. VOEDX shall use commercially reasonable efforts to schedule planned maintenance during off-peak hours and to provide reasonable notice where practicable. In addition, VOEDX may perform unplanned maintenance on the Utility, from time to time, upon such notice as is reasonably practicable under the circumstances. As a result, the Utility may be unavailable from time to time. VOEDX shall use commercially reasonable efforts to minimize the frequency and duration of any such unavailability. In addition, the Utility may be unavailable from time to time due to unanticipated downtime due to unexpected systems or other issues. VOEDX shall use commercially reasonable efforts to restore availability as soon as reasonably practicable.

6.3Cloud Service Provider. VOEDX may maintain the Utility (including Authorized User’s Account), and associated data, with Microsoft Azure¸ Google Cloud Services, Amazon Web Services or another substantially equivalent independent “cloud” service provider (Microsoft Azure¸ Google Cloud Services, Amazon Web Services or such other substantially equivalent independent “cloud” service provider being referred to herein as a “Cloud Service Provider”). If VOEDX uses a Cloud Service Provider, then security for the Utility including Authorized User’s Account) will be provided, in part, by the Cloud Service Provider, under contractual arrangements entered into by VOEDX and the Cloud Service Provider, and not by VOEDX. VOEDX does not control and cannot guaranty the security measures employed by the Cloud Service Provider. Except as otherwise set forth in the VOEDX Data Processing Addendum with respect to Subject Data and Subject Related Data processed under the VOEDX Data Processing Addendum, Authorized User hereby releases VOEDX from any liability, loss, claim, damage or expense incurred by Authorized User as a result of any breach of the security measures employed by the Cloud Service Provider and/or any unauthorized access or use of data stored by the Cloud Service Provider unless due to VOEDX’s gross negligence or willful misconduct.

6.4Fulfillment Partners. VOEDX may fulfill its obligations under these Terms and Conditions through affiliates, subsidiaries or other related parties, or through unrelated third-party vendors or contractors. In the event that VOEDX fulfills its obligations under these Terms and Conditions through affiliates, subsidiaries or other related parties, or through unrelated third-party vendors or contractors, VOEDX shall (subject to the limitations set forth in Section 6.3 above regarding Cloud Service Providers) remain liable for the performance of VOEDX’s obligations by such parties. In addition, VOEDX may license the software or technology used in the provision and operation of the Utility from affiliates, subsidiaries or other related parties, or through unrelated third-party licensors.

6.5Use of the Utility. In addition to such other rules as may apply to the use of the Utility as set forth in these Terms and Conditions and the Utility Rules, Authorized User agrees to the following provisions regarding Authorized User’s use of the Utility: Authorized User shall not in connection with Authorized User’s use of the Utility: (a) post or disclose any personal information or confidential information of any person without obtaining all necessary consents and approvals from such person; (b) transmit any content that violates any applicable law or infringes the intellectual property rights of any person; (c) transmit any material that is unlawful, tortious, defamatory or libelous; (d) sell, resell, license, sublicense, rent or lease the Utility or any part of the Utility for time-sharing, outsourcing or service bureau use, or for the use of any third-party; (e) offer to sell, lease or license any product, service or technology on or through the Utility, other than Subject Data in the manner permitted under and in compliance with these Terms and Conditions and the Utility Rules; (f) attempt to use the Utility for any unlawful, unauthorized or unintended purpose; (g) attempt to circumvent any security feature of the Utility; (h) transmit any virus, corrupted files, or malicious code to, on or through the Utility, the Authorized User Portal or Authorized User’s Account; or (i) offer, sell, purchase, license or otherwise transfer using the Utility any information that reveals an individual’s citizenship or immigration status (including, without limitation, any individual located in New Jersey or Connecticut), or submit any such information to the Utility, without VOEDX’s prior express written consent, which VOEDX will not give with respect to any individual who resides in New Jersey or Connecticut.

6.6Non-Utility Subject Transactions. In addition to such other rules as may apply to the usage of the Utility as set forth in these Terms and Conditions and the Utility Rules, Authorized User agrees that Authorized User shall not consummate, or attempt to consummate, or solicit another Authorized User to consummate, any transaction with another Authorized User without use of the Utility if such transaction was first initiated on, or first posted to, or that such Authorized User first became aware of through, the use of the Utility.

6.7Electronic Communications. In connection with and as a condition to Authorized User’s use of the Utility, Authorized User consents to the receipt of messages and other communications via email and other electronic means as provided for by the Utility. Without limiting the generality of the foregoing, Authorized User agrees to receive essential service updates and notifications via email and SMS.

7. Nature of Utility; Nature of Transactions Executed Using the Utility.

7.1Nature of Utility. Authorized User acknowledges that the Utility is an online utility that allows Buyers and Sellers to transact with each other through the use of the Utility. More specifically, the Utility is an online utility that (i) allows Buyers to purchase Subject Data from Sellers and make payment to Sellers through the Utility for Subject Data purchased, and (ii) allows Sellers to deliver Subject Data to Buyers through the Utility. For example, a Buyer may use the Utility to send a request for a given record to Sellers, a Seller may use the Utility to respond that it can provide the record, and, if the Buyer and Seller agree on a price, they may use the Utility to complete the Transaction. All decisions as to whether to purchase or sell a given item of Subject Data using the Utility, and the price to be paid for such Subject Data, and with which Authorized Users to transact using the Utility, shall be made by the applicable Buyer and Seller in the transaction.

7.2Nature of Transactions Between Buyers and Sellers. Authorized User acknowledges that, notwithstanding the fact that VOEDX may facilitate the transfer of funds from Buyers to Sellers through the Utility, and notwithstanding the fact that VOEDX may facilitate the delivery of Subject Data from Sellers to Buyers through the Utility, VOEDX shall not be deemed to be purchasing, paying for or taking delivery of Subject Data from Sellers and, in turn, reselling and delivering Subject Data to Buyers and receiving corresponding payment from Buyers. Rather, VOEDX is providing an online utility which allows Buyers to purchase Subject Data from Sellers and, for sake of efficiency, to make corresponding payment to Sellers through the Utility, and allows Sellers to sell Subject Data to Buyers and, for sake of efficiency, to make corresponding delivery of Subject Data to Buyers through the Utility. Without limiting the generality of the foregoing, it is noted that Authorized Users (and not VOEDX) shall determine what data Authorized Users are willing to purchase and sell, at what prices they are willing to purchase and sell data, and from whom (that is, which other Authorized Users) they are willing to purchase data from or sell data to. For the avoidance of doubt, it is noted that VOEDX does not assemble, compile, create, evaluate or analyze Subject Data, other than for the limited purpose of facilitating its delivery from Seller to Buyer. Authorized User agrees to transmit Subject Data and Subject Related Data to VOEDX in encrypted format. VOEDX agrees to transmit Subject Data and Subject Related Data to Authorized User in encrypted format. VOEDX agrees to maintain Subject Data and Subject Related Data at rest in encrypted format.

7.3Method of Payment by Buyers for Subject Data. Buyers shall pay for Subject Data purchased using the Utility from a given Seller in a given transaction by delivery of funds to VOEDX through the Utility as set forth in the Utility Rules, so that VOEDX may, in turn, for the sake of convenience of the applicable Buyer and Seller, make delivery of the funds to the applicable Seller through the Utility as set forth in the Utility Rules. The amount of funds due from a given Buyer to a given Seller with respect to a given purchase of Subject Data is referred to herein as the “Subject Data Payment Amount”. At the time of delivery of the Subject Data Payment Amount to VOEDX, Buyer shall pay to VOEDX the amount of the Buyer Utility Transaction Fee (or Preexisting Bilateral Agreement Transaction Fee, if applicable) pertaining to the transaction. At the time of delivery of the Subject Data Payment Amount by VOEDX to Seller, VOEDX shall be entitled to deduct from the Subject Data Payment Amount the amount of the Seller Utility Transaction Fee (or Preexisting Bilateral Agreement Transaction Fee, if applicable) pertaining to the transaction. For purposes of clarity, it is noted that Sellers shall be free to set whatever price they wish to set for a given item of Subject Data, and Buyers shall be free to set whatever price they are willing to pay for a given item of Subject Data, and both Buyers and Sellers shall be free to choose whether to consummate a given purchase and sale of Subject Data at a given price, and with which other willing Authorized User to transact at such price. Each Seller hereby appoints VOEDX as its limited agent solely to receive, hold and remit, on such Seller’s behalf, the Subject Data Payment Amounts that Buyers pay for Subject Data purchased from such Seller, and authorizes Buyers to pay such Subject Data Payment Amounts to VOEDX. VOEDX’s agency is limited to the receipt, holding and remittance of payment. It does not extend to Subject Data, and VOEDX does not sell, license, purchase or take title to Subject Data or become a party to the purchase and sale of Subject Data between Buyer and Seller. VOEDX shall hold Subject Data Payment Amounts received from Buyers in one or more accounts maintained for the benefit of Sellers and segregated from VOEDX's operating funds, pending remittance to the applicable Seller in accordance with Section 7.4. A Buyer’s payment of a Subject Data Payment Amount to VOEDX shall be deemed payment to the applicable Seller and shall fully satisfy the Buyer’s payment obligation to that Seller for the applicable Transaction. Transaction Fees are paid for use of the Utility and are not consideration for any Subject Data.

7.4Payment Methods. By using the Utility and accepting these Terms and Conditions, Buyer hereby authorizes VOEDX to debit Buyer’s designated bank account (by direct debit, ACH or reverse wire transfer) or initiate payment through such other similar mechanism specified by Buyer for Subject Data Payment Amounts and other payment amounts incurred by Buyer pertaining to the Utility. By using the Utility and accepting these Terms and Conditions, Seller hereby authorizes VOEDX to credit Seller’s designated bank account (by direct credit, ACH or wire transfer) or initiate payment through such other similar mechanism specified by Seller for Subject Data Payment Amounts and other payment amounts due to Seller pertaining to the Utility. VOEDX and Authorized User may mutually agree in writing to other payment methods for amounts under these Terms and Conditions from time to time. VOEDX shall remit Subject Data Payment Amounts due to Sellers monthly, in arrears, within 5 days of the end of the applicable month.

7.5Method of Delivery by Sellers of Subject Data. Sellers shall deliver Subject Data purchased using the Utility by a given Buyer in a given transaction by delivery of the Subject Data to VOEDX through the Utility as set forth in the Utility Rules, so that VOEDX may, in turn, for sake of convenience of the applicable Buyer and Seller, make delivery of the Subject Data through the Utility to the applicable Buyer as set forth in the Utility Rules. Any grant of access to, or distribution of, Subject Data through the Utility is made by the applicable Seller, and VOEDX transmits Subject Data solely on the Seller’s behalf.

7.6Responsibility for Subject Data Sold using the Utility. VOEDX’s sole obligation with respect to Subject Data purchased using the Utility shall be to verify that the type of data received from the applicable Seller conforms to the requirements of the Utility (for example, by verifying that the file type conforms to the requirements of the Utility) and, following receipt of the funds from the applicable Buyer, to deliver the Subject Data to the applicable Buyer. VOEDX does not evaluate, analyze or review the content of Subject Data sold using the Utility, and shall not be obligated to do so or to otherwise verify that the Subject Data conforms to the expectations of a given Buyer in a given Transaction. Without limiting the foregoing, VOEDX does not search for, retrieve, match, compare, filter, de-duplicate, compile, combine, summarize, interpret or otherwise analyze any criminal record or other public record information. Each Seller is solely responsible for determining whether a record relates to the individual identified by the Buyer, and Subject Data is delivered to the Buyer as delivered by the Seller and is not combined by VOEDX with Subject Data from any other Seller. VOEDX shall not be responsible for, and Authorized User hereby releases VOEDX from any claim or demand pertaining to the accuracy or completeness of, or any action taken based upon, any Subject Data purchased and sold using the Utility.

7.7Responsibility for Payment of Subject Data Purchased using the Utility. VOEDX’s sole obligation with respect to the payment of Subject Data Payment Amounts pertaining to Subject Data purchased using the Utility shall be to be ready to receive the funds from the Buyer, to verify receipt of the funds from the Buyer and, following receipt of the funds due, to deliver the funds received (net of applicable Seller Utility Transaction Fees or Preexisting Bilateral Agreement Transaction Fees, as applicable) to the applicable Seller (upon the Seller meeting its delivery requirements with respect to the Subject Data).

7.8Preexisting Bilateral Agreement Purchase and Sale Transactions. Authorized Users that have a preexisting contractual relationship with each other (pre-dating their qualification as Authorized Users of the Utility) regarding the purchase and sale of employment verification and/or other data may submit the agreement to VOEDX and apply to have such agreement approved by VOEDX as a “Preexisting Bilateral Agreement.” VOEDX may approve such agreement as a Preexisting Bilateral Agreement in its sole discretion. In the event VOEDX approves an agreement as a Preexisting Bilateral Agreement, then purchases and sales of Subject Data between such Authorized Users using the Utility shall constitute “Preexisting Bilateral Agreement Transactions” and shall be subject to the payment of Preexisting Bilateral Agreement Transaction fees (“Preexisting Bilateral Agreement Transaction Fees”) rather than Utility Transaction Fees. The Preexisting Bilateral Agreement Transaction Fee rates shall be as posted by VOEDX in the Authorized User Portal from time to time. VOEDX may change Preexisting Bilateral Agreement Transaction Fee rates at any time upon not less than 60 days prior notice (including notice by way of posting such change in the Authorized User Portal). A Buyer of Subject Data in a Preexisting Bilateral Agreement Transaction shall sometimes be referred to herein as a “Preexisting Bilateral Agreement Buyer.” A Seller of Subject Data in a Preexisting Bilateral Agreement Transaction shall sometimes be referred to herein as a “Preexisting Bilateral Agreement Seller.” Preexisting Bilateral Agreement Transaction Fees paid by Buyers and Sellers shall be referred to as “Preexisting Bilateral Agreement Buyer Transaction Fees” and “Preexisting Bilateral Agreement Seller Transaction Fees”, respectively. Except as may otherwise be set forth in these Terms and Conditions or the Utility Rules, Preexisting Bilateral Agreement Transactions shall be completed in the same manner using the Utility with respect to the purchase and sale of the Subject Data, and the payment for the Subject Data purchased and sold, other than with respect to the fact that Preexisting Bilateral Agreement Transaction Fees, rather than Utility Transaction Fees, shall be payable in Preexisting Bilateral Agreement Transactions.

7.9Responsibility for Storage of Authorized User Account Data, Authorized User Payment Data, Authorized User Transaction Data, Subject Data and Subject Related Data. Authorized User agrees that VOEDX may store Authorized User Account Data, Authorized User Payment Data and Authorized User Transaction Data as set forth in these Terms and Conditions, the Utility Rules and the VOEDX Privacy Policy. Authorized User further agrees that VOEDX may store Subject Data and Subject Related Data as set forth in these Terms and Conditions, and the VOEDX Data Processing Addendum (as discussed in Section 14.5 below). Authorized User acknowledges that VOEDX does not intend to retain, store or otherwise preserve Subject Data or Subject Related Data, except (i) to the limited extent necessary to process transactions, (ii) to the limited extent (if any) required by applicable law, and (iii) to the limited extent (if any) required for legal or audit purposes. Authorized User agrees that VOEDX shall not be obligated to provide functionality to enable Authorized User to retain, store or otherwise preserve Subject Data or Subject Related Data in their Authorized User Account.

7.10Authorized Users Responsible for Providing Applicant Notices, Obtaining Applicant Consents, Providing Applicant Adverse Action Disclosures and Providing User Notices. Authorized User acknowledges that Authorized Users, as applicable, or their customers (in the case of Buyers that purchase Subject Data for their customers), as applicable, and not VOEDX, shall be responsible, if and as required by applicable law, for providing any applicable Applicant Notices (including the Summary of Consumer Rights), obtaining any applicable Applicant Consents, providing any applicable Applicant Adverse Action Disclosures, and/or providing any required User Notices (including the Notice to Users of Consumer Reports). Authorized User hereby releases VOEDX from any claim or demand pertaining to any requirement to provide any applicable Applicant Notices, obtain any applicable Applicant Consents, provide any applicable Applicant Adverse Action Disclosures or provide any applicable User Notices.

7.11Buyer Certifications. Buyers hereby certify, with respect to each Transaction to which it is a party: (a) that it will provide all applicable Applicant Notices, obtain all applicable Applicant Consents, provide all applicable Applicant Adverse Action Disclosures, and provide all applicable User Notices, in each case, to the extent and in the manner required by applicable law; (b) that it will not use information from any Consumer Report in violation of the Fair Credit Reporting Act or other applicable law; (c) that, if adverse action may be taken based upon a Consumer Report, it will comply with all applicable provisions of the Fair Credit Reporting Act, including by providing the applicable Applicant with a copy of the Consumer Report and the Summary of Consumer Rights, to the extent and in the manner required by applicable law; and (d) that it will otherwise comply with the Fair Credit Reporting Act and other applicable law.

7.12Buyer Customer Certifications. Buyers agree to require their customers, as the “user” of a given Consumer Report pertaining to a given Transaction, to certify to Buyer: (a) that such customer will provide all applicable Applicant Notices, obtain all applicable Applicant Consents, and provide all applicable Applicant Adverse Action Disclosures, in each case, to the extent and in the manner required by applicable law; (b) that it will not use information from any Consumer Report in violation of the Fair Credit Reporting Act or other applicable law; (c) that, if adverse action may be taken based upon a Consumer Report, it will comply with all applicable provisions of the Fair Credit Reporting Act, including by providing the applicable Applicant with a copy of the Consumer Report and the Summary of Consumer Rights, to the extent and in the manner required by applicable law; (d) that it will not request, obtain or use any wage or salary history information contained in Subject Data where doing so is prohibited by applicable law (including N.Y. Labor Law § 194-a and California Labor Code § 432.3); and (e) that, if it uses criminal record information for employment purposes, it will comply with applicable laws governing the use of criminal history in employment decisions (including Article 23-A of the New York Correction Law and California Government Code § 12952); and (f) that it will otherwise comply with the Fair Credit Reporting Act and applicable law.

7.13Permissible Purpose for Transaction under FCRA and Identity of End User. Buyers hereby certify to VOEDX and to the applicable Seller that any Subject Data purchased that is the subject of a Consumer Report shall only be used for a permissible purpose under the Fair Credit Reporting Act. Buyers shall provide to VOEDX and to the applicable Seller, with respect to each Transaction completed by Buyer (and as a precondition to the consummation of the Transaction with a given Seller), (i) the permissible purpose for the Transaction under the Fair Credit Reporting Act (e.g., employment purposes), and (ii) the identity of the “User” of the Consumer Report (such identity of the User being provided by name or by customer number or similar identifier (together with information sufficient to determine the customer name that goes along with such given customer number or similar identifier)). In the absence of the provision of contrary information, Buyer hereby certifies that the permissible purpose for the Transaction under the FCRA is employment purposes. If the permissible purpose is employment purposes, Buyer further certifies, for each such Transaction, that it has obtained from the User the certification required by Section 604(b)(1)(A) of the Fair Credit Reporting Act (15 U.S.C. § 1681b(b)(1)(A)), and that Buyer will retain that certification and make it available to the applicable Seller and to VOEDX upon request. Buyer further certifies, with respect to each Transaction involving Background Check Information, that none of the circumstances described in Section 13.7(c) applies, and shall not submit any request for Background Check Information to which Section 13.7(c) applies.

7.14Provision of Notice to Users of Consumer Reports and/or Summary of Consumer Rights (to be provided to the Applicant). Sellers shall, for each Transaction for which Seller is a party and required under applicable law to provide to Buyer a copy of the Notice to Users of Consumer Reports and/or the Summary of Consumer Rights (to be provided to the Applicant), provide a copy of the Notice to Users of Consumer Reports and/or the Summary of Consumer Rights, as applicable, to the applicable Buyer. Each Buyer shall, to the extent required by Section 607(d) of the Fair Credit Reporting Act (15 U.S.C. § 1681e(d)), (i) provide the notice of furnisher responsibilities prescribed by the Consumer Financial Protection Bureau to each Seller that is a furnisher and that regularly furnishes information to Buyer using the Utility, and (ii) provide the Notice to Users of Consumer Reports to each customer of Buyer to which Buyer provides a Consumer Report containing Subject Data. VOEDX may, but shall not be obligated to, make such notices available through the Utility for Authorized Users’ convenience, and doing so shall not make VOEDX responsible for providing them.

7.15Accuracy of Subject Data and Other Obligations. Sellers shall, for each Transaction for which Seller is a party and is so required under applicable law, follow reasonable procedures to ensure maximum possible accuracy of Subject Data in Consumer Reports they generate, and update or correct inaccurate or outdated information. Each Seller that is a furnisher shall comply with Section 623 of the Fair Credit Reporting Act (15 U.S.C. § 1681s-2) and the furnisher accuracy and integrity requirements of Regulation V (12 C.F.R. pt. 1022, subpart E) with respect to Subject Data it furnishes using the Utility, including by (i) not furnishing information it knows or has reasonable cause to believe is inaccurate, (ii) promptly correcting and updating information, and (iii) investigating, and reporting the results of, any dispute that a Buyer forwards to it, within the time required by applicable law. Sellers shall further, for each Transaction for which Seller is a party, coordinate directly with the applicable Buyer, User and/or Consumer, to the extent and in the manner required by applicable law, so as to: (i) facilitate the provision to the Consumer that is the subject of a Consumer Report of a copy of their file when required (e.g., after an adverse action); (ii) upon request and proper identification, facilitate the provision to the Consumer that is the subject of a Consumer Report of all information in their file, including sources and users of the report; (iii) when a Consumer disputes an item, reinvestigate as required by applicable law, and notify the Consumer and applicable furnishers of the result of the reinvestigation; and (iv) inform furnishers when a Consumer disputes information they provided. Buyers shall, for each Transaction for which such Buyer is a party, reciprocally coordinate directly with the applicable Seller, so as to enable the Seller to satisfy their obligations described in the preceding sentence.

7.16No Legal or Compliance Advice. Authorized User acknowledges that VOEDX shall not render any legal, compliance or regulatory advice, and that any documents, information, forms and/or training materials provided by VOEDX are for informational purposes only, and not for the purpose of providing legal, compliance or regulatory advice. Authorized User acknowledges that Authorized User is solely responsible for determining (and for consulting with Authorized User’s own legal advisors and other advisors with respect to) Authorized User’s legal, compliance and regulatory obligations regarding the purchase and sale of Subject Data using the Utility and Authorized User’s other activity using the Utility. Authorized User hereby releases VOEDX from any claim or demand pertaining to Authorized User’s legal, compliance and regulatory obligations regarding the purchase and sale of Subject Data using the Utility and Authorized User’s other activity using the Utility.

7.17No Supervisory Services. Authorized User acknowledges that VOEDX shall not be required to supervise the activities of any Authorized User of the Utility (although VOEDX may monitor the activities Authorized Users of the Utility in its discretion and may take action against an Authorized User of the Utility if VOEDX becomes aware of a breach by such Authorized User of these Terms and Conditions or the Utility Rules). Authorized User hereby releases VOEDX from any claim or demand pertaining to the supervision by VOEDX of the activities of any Authorized User of the Utility.

7.18No Additional Services. Authorized User acknowledges that VOEDX, in its operation of the Utility, shall not be required to provide any products, services or software other than the services and software expressly provided for under these Terms and Conditions.

7.19No Responsibility for Transactions or Authorized User Obligations. Without limiting the generality of the preceding provisions of this Section 7, Authorized User acknowledges that, except as otherwise set forth in this Section 7, VOEDX shall not be responsible for, and Authorized User hereby releases VOEDX from any claim or demand pertaining to, any transaction entered into using the Utility, including any claim or demand pertaining to any failure of any Authorized User to consummate or otherwise meet its obligations pertaining to any transaction entered into using the Utility.

8. Third Party Content and Services.

8.1Third-Party Websites, Third-Party Content and Third-Party Services. The Utility may contain links to third-party websites, third-party content and third-party services. All third-party websites, third-party content and third-party services are the responsibility of the applicable third-party. VOEDX is not responsible for, makes no representation or warranty with respect to, and shall have no liability pertaining to, any third-party websites, third-party content and third-party services.

8.2Third-Party Platforms. VOEDX may integrate the Utility with certain third-party platforms (“Third-Party Platforms”) to, for example, allow Authorized Users to access the Utility through the Third-Party Platforms, transmit information to the Utility through the Third-Party Platforms, and receive information from the Utility through the Third-Party Platforms. Such integrations with Third-Party Platforms shall be provided for the convenience of Authorized Users, by giving Authorized Users the option to access the Utility directly, or to access the Utility through the applicable Third-Party Platform. VOEDX does not own or control the Third-Party Platforms. The Third-Party Platforms are not VOEDX’s affiliates, agents, service providers or data processors. VOEDX shall have no liability for any services provided by the Third-Party Platforms or the privacy or data security practices of the Third-Party Platforms. If Authorized User accesses the Utility through a Third-Party Platform, then Authorized User’s relationship with the Third-Party Platform, the services provided by the Third-Party Platform, and the privacy and data security practices of the Third-Party Platforms, shall be governed by Authorized Users agreement(s) with the Third-Party Platform (such as the Third-Party Platform’s user agreement, terms and conditions, data processing addendum, privacy policy and/or other governing agreements, as applicable) and not by these Terms and Conditions, the VOEDX Data Processing Addendum or the VOEDX Privacy Policy. If Authorized User accesses the Utility through a Third-Party Platform, then (a) Authorized User hereby authorizes VOEDX to allow Authorized User’s access to the Utility through the Third-Party Platform, (b) Authorized User hereby authorizes VOEDX to receive data and information (including Subject Data, Subject Related Data, Authorized User Payment Data and other data and information) from Authorized User through the Third-Party Platform, and (c) Authorized User hereby authorizes VOEDX to transmit data and information (including Subject Data, Subject Related Data, Authorized User Payment Data and other data and information) to Authorized User through the Third-Party Platform. If Authorized User accesses the Utility through a Third-Party Platform transmit or receive information or buy or sell Subject Data, then, as a condition to doing so, Authorized User hereby agrees to (a) release VOEDX from any liability relating to Authorized User’s transmission or receipt of information or purchase or sale of Subject Data though the use of the Third-Party Platform, and (b) defend and indemnify VOEDX from and against any and all claims, demands, losses, liabilities, damages, costs or expenses (including reasonable legal fees and expenses) incurred by VOEDX that result from or arise out of any claim or action brought by any third-party (including any Third-Party Platform) relating to Authorized User’s transmission or receipt of information or purchase or sale of Subject Data through the Third-Party Platform.

9. Payment of Transaction Fees.

9.1Buyer and Seller Transaction Fees. Buyers of Subject Data shall pay to VOEDX a Buyer Utility Transaction Fee on each purchase transaction effected using the Utility (except in the case of the purchase of Subject Data in a Preexisting Bilateral Agreement Transaction, in which case Buyer shall pay a Preexisting Bilateral Agreement Buyer Transaction Fee rather than a Buyer Utility Transaction Fee). Sellers of Subject Data shall pay a Seller Utility Transaction Fee on each sale transaction effected using the Utility (except in the case of the sale of Subject Data in a Preexisting Bilateral Agreement Transaction, in which case Seller shall pay a Preexisting Bilateral Agreement Seller Transaction Fee rather than a Seller Utility Transaction Fee). The Buyer Utility Transaction Fee rates and the Seller Utility Transaction Fee rates shall be as posted by VOEDX in the Authorized User Portal from time to time. Buyer Utility Transaction Fees and Seller Utility Transaction Fees shall be payable at the time of the transaction as specified by VOEDX from time to time. VOEDX may change Buyer Utility Transaction Fee rates and the Seller Utility Transaction Fee rates at any time upon not less than 60 days prior notice (including notice by way of posting such change in the Authorized User Portal). Authorized User’s continued use of the Utility following such notice of change shall constitute Authorized User’s acceptance of such change.

9.2Preexisting Bilateral Agreement Buyer Transaction Fees. Preexisting Bilateral Agreement Buyers of Subject Data shall pay a Preexisting Bilateral Agreement Buyer Transaction Fee on each Preexisting Bilateral Agreement purchase transaction effected by such Preexisting Bilateral Agreement Buyer using the Utility. Preexisting Bilateral Agreement Sellers of Subject Data shall pay a Preexisting Bilateral Agreement Seller Transaction Fee on each Preexisting Bilateral Agreement sale transaction effected by such Preexisting Bilateral Agreement Seller using the Utility. The Preexisting Bilateral Agreement Buyer Transaction Fee rates and the Preexisting Bilateral Agreement Seller Transaction Fee rates shall be as posted by VOEDX in the Authorized User Portal from time to time. Preexisting Bilateral Agreement Buyer Transaction Fees and Preexisting Bilateral Agreement Seller Transaction Fees shall be payable at the time of the transaction as specified by VOEDX from time to time. VOEDX may change the Preexisting Bilateral Agreement Buyer Transaction Fee rates and the Preexisting Bilateral Agreement Seller Transaction Fee rates at any time upon not less than 60 days prior notice (including notice by way of posting such change in the Authorized User Portal). Authorized User’s continued use of the Utility following such notice of change shall constitute Authorized User’s acceptance of such change.

9.3Billing Disputes. Authorized User shall promptly review all VOEDX invoices and other billing statements and shall notify VOEDX of any disputed amounts due as soon as reasonably practicable (which, in any case, shall be within 60 days of Authorized User’s receipt of VOEDX’s invoice or other billing statement setting forth such amounts).

9.4Past Due Balances. VOEDX shall be entitled to charge Authorized User a one-and-a-half percent (1.5%) monthly service charge on any past-due balances (or, if lower, the highest rate permitted by applicable law). VOEDX shall also be entitled to recover from Authorized User any costs of collecting any amounts past due hereunder, including reasonable attorneys’ fees.

9.5Taxes. All amounts due under these Terms and Conditions are exclusive of, and Authorized User shall be responsible for, any and all applicable Federal, state, local or other sales, use, excise, export, VAT or other taxes, other than taxes based upon the net income of VOEDX. Authorized User shall pay or reimburse VOEDX for any such taxes paid by VOEDX on Authorized User’s behalf (if VOEDX is required to pay such taxes on Authorized User’s behalf) and VOEDX may add any such taxes to any amounts due from Authorized User hereunder. Authorized User agrees to indemnify VOEDX for any claims relating to any taxes due to any taxing authority as a result of any Subject Data Payment Amounts, Utility Transaction Fees, Preexisting Bilateral Agreement Transaction Fees and other amounts payable by Authorized User under these Terms and Conditions (except taxes based on VOEDX’s net income).

9.6Payment of Fees. Authorized User hereby authorizes VOEDX to debit Authorized User’s designated bank account (by direct debit, ACH or reverse wire), charge Authorized User’s credit card or initiate payment through other similar mechanism specified by Authorized User for all Utility Transaction Fees, Preexisting Bilateral Agreement Transaction Fees and other amounts (other than Subject Data Payment Amounts, which are governed by Section 7.4) incurred by Authorized User in connection with Authorized User’s use of the Utility. VOEDX and Authorized User may mutually agree in writing to other payment methods from time to time.

10. Support Services.

10.1Utility Support Services. VOEDX shall provide support services pertaining to the operation of the Utility and the Utility Software as set forth in the VOEDX Utility Support Schedule posted in the Authorized User Portal.

10.2Transaction Support Services. VOEDX may, but shall not be required to, provide support services pertaining to transactions executed using the Utility or disputes between Authorized Users pertaining to transactions executed using the Utility. VOEDX does not receive, investigate or resolve disputes by consumers concerning the accuracy or completeness of Subject Data; any such dispute received by VOEDX will be referred to the applicable Seller and Buyer in accordance with Section 4.3 of the VOEDX Data Processing Addendum.

11. Changes to Utility and Related Matters.

11.1Reservation of Right to Modify the Utility. VOEDX shall have the right to change or modify the Utility and the Utility Software from time to time in its sole discretion. Authorized User’s continued use of the Utility following any such change or modification shall constitute Authorized User’s acceptance of any such change or modification.

11.2Reservation of Right to Change the Transaction Fee Rates and Other Amounts Due. VOEDX shall have the right to change the Transaction Fee rates and other charges pertaining to the Utility from time to time in its sole discretion; provided, however, that VOEDX shall post the new Transaction Fee rates in the Authorized User Portal not less than sixty (60) days, and any other new charges not less than thirty (30) days, prior to the effectiveness of any such change. Authorized User’s continued use of the Utility following the effectiveness of any such changes (that is, following the expiration of the applicable notice period noted above) shall constitute Authorized User’s acceptance of any such changes.

11.3Reservation of Right to Modify Terms and Conditions, Utility Rules and Other Utility Documents. VOEDX shall have the right to modify these Terms and Conditions (and related Additional Buyer Terms and Conditions and Additional Seller Terms and Conditions), the Utility Rules, the VOEDX Privacy Policy, the VOEDX Data Processing Addendum, and other documents published by VOEDX pertaining to the Utility, from time to time in its sole discretion; provided, however, that VOEDX shall post the modified document in the Authorized User Portal not less than thirty (30) days prior to the effectiveness of any such change (or, in the case of a change required to ensure compliance with applicable law, or necessary to protect the privacy or security of VOEDX or Authorized User data, or otherwise reasonably necessary under the circumstances, upon less than thirty (30) days prior notice to the effectiveness of any such change if necessary under the circumstances). Authorized User’s continued use of the Utility following the effectiveness of any such change shall constitute Authorized User’s acceptance of such change. Authorized User shall have the right to terminate these Terms and Conditions prior to the effectiveness of any such change pursuant to Section 16.2 should it wish to do so. If we make any changes to these Terms and Conditions, we will change the Last Updated date above.

12.Representations and Warranties of Authorized User. Authorized User represents and warrants to VOEDX as follows:

12.1Authorized User Organization; Enforceability. Authorized User is duly organized and validly existing in its jurisdiction of formation. These Terms and Conditions constitute the legal, valid and binding obligation of Authorized User, enforceable against Authorized User in accordance with their terms.

12.2Authorized User Licenses and Permits. Authorized User has all licenses and permits required under all Federal, state, local and other applicable law to conduct and operate its business, including, if necessary, to purchase and sell Subject Data using the Utility.

12.3Authorized User as a Consumer Reporting Agency (CRA) or Furnisher. If Authorized User is a Buyer, Authorized User is a “consumer reporting agency” (CRA) as defined in the Fair Credit Reporting Act, and conducts its business in compliance with the Fair Credit Reporting Act. If Authorized User is a Seller, Authorized User is either a “consumer reporting agency” (CRA) as defined in the Fair Credit Reporting Act or a “furnisher” of information as defined in the Fair Credit Reporting Act, and conducts its business in compliance with the provisions of the Fair Credit Reporting Act that are applicable to it.

12.4Buyer Right to Purchase Subject Data. If Authorized User is Buyer, Authorized User has the right to buy Subject Data using the Utility, and remit payment therefor, as contemplated under these Terms and Conditions.

12.5Seller Right to Sell Subject Data. If Authorized User is Seller, Authorized User has the right to sell Subject Data using the Utility, and deliver such Subject Data to the applicable Buyer, as contemplated under these Terms and Conditions.

13.Covenants of Authorized User. Authorized User covenants and agrees with VOEDX as follows:

13.1Compliance with Law. Authorized User shall comply with all applicable Federal, state, local, and other laws and regulations including, without limitation, the Fair Credit Reporting Act and state privacy laws.

13.2Compliance with Fair Credit Reporting Act. Without limiting the generality of Section 13.1, Authorized User shall, to the extent required by applicable law, provide any applicable Applicant Notices, obtain any applicable Applicant Consents, provide any applicable Applicant Adverse Action Disclosures and/or provide any required User Notices, in each case to the extent Authorized User is required to do so by the Fair Credit Reporting Act or other applicable law or regulation, and Authorized User shall only use Subject Data for legally permissible purposes.

13.3Compliance with Applicable Privacy Law. Without limiting the generality of Section 13.1, Authorized User shall comply with any applicable privacy and data protection laws, including, but not limited to, data security, data breach notification, privacy notice, data broker, and data rights laws.

13.4Buyer Responsible for Ensuring that Subject Data is Used for Permissible Purposes by Customers. To the extent that Buyer is purchasing Subject Data for further delivery to a customer of Buyer, Buyer shall require such customer to use such Subject Data in compliance with, and to otherwise comply with, all applicable provisions of the Fair Credit Reporting Act and other applicable law.

13.5Compliance with Terms and Conditions and Other Utility Rules. Authorized User shall comply with these Terms and Conditions, the Additional Buyer Terms and Conditions (as applicable), the Additional Seller Terms and Conditions (as applicable), and the Utility Rules.

13.6Satisfaction of Obligations to Other Authorized Users. Authorized User shall satisfy its obligations to other Authorized Users of the Utility, as may be set forth in these Terms and Conditions, the Additional Buyer Terms and Conditions (as applicable), the Additional Seller Terms and Conditions (as applicable), and the Utility Rules, from time to time.

13.7Prohibition on Sale of Protected Health Information and Certain Other Data using the Utility. Authorized Users shall not purchase or sell Protected Health Information (as such term is defined under HIPAA) using the Utility. In addition, notwithstanding anything to the contrary in these Terms and Conditions, the Utility Rules or the VOEDX Data Processing Addendum, no Authorized User shall offer, purchase, sell, deliver or submit using the Utility (a) any drug or alcohol test results or any other information relating to the physical or mental health or condition of any individual; (b) any criminal record information (including information relating to arrests, charges, criminal convictions or criminal offenses) relating to any individual located in the European Economic Area, the United Kingdom or Switzerland, or obtained from any court or other source in any of those jurisdictions; or (c) any Background Check Information (i) relating to any individual who resides or is located in the State of California, (ii) obtained in connection with the individual's application for, or retention in, a position located in whole or in part in the State of California, or (iii) to be used by a User located in the State of California. In addition, and without limiting the preceding sentence (the prohibitions of which are not subject to any exception or consent), Authorized User agrees that it will not submit (i) precise geolocation data; (ii) biometric data; (iii) genetic data; (iv) data pertaining to children under the age of 16; (v) contents of private communications (email, text messages, etc.); or (vi) information revealing citizenship or immigration status (including, without limitation, with respect to any individual located in New Jersey or Connecticut), subject to Section 6.5(i), to VOEDX for processing, except as expressly agreed in writing by VOEDX.

13.8Payment of Subject Data Payment Amounts, Utility Transaction Fees and Preexisting Bilateral Agreement Transaction Fees. Authorized User shall pay all Subject Data Payment Amounts, Utility Transaction Fees and Preexisting Bilateral Agreement Transaction Fees within the timeframes established by VOEDX therefor.

13.9Insurance. Authorized User will maintain such insurance as shall be reasonably required by VOEDX from time to time. Except as otherwise posted in the Authorized User Portal, Authorized User shall be required to maintain the following insurance to be an Authorized User of the Utility: (i) general liability insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate; (ii) errors and omissions insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate; and (iii) cyber insurance with limits of not less than $1,000,000 per occurrence and $3,000,000 in the aggregate (including coverage for payment of ransomware). Authorized User shall, upon request, name VOEDX as an additional insured on all such insurance policies, and shall, upon request, provide copies of the insurance policies or certificates evidencing coverage to VOEDX.

13.10Dispute Resolution. Each of Authorized User and VOEDX will cooperate with each other, in good faith, in an effort to resolve any disputes that may arise between Authorized User and VOEDX that pertain to transactions executed using the Utility. Authorized User will also cooperate with other Authorized Users, in good faith, in an effort to resolve any disputes that may arise between such Authorized User and any other Authorized User that pertain to transactions executed using the Utility. In connection with the foregoing, Authorized User hereby designates its Designated Representative to speak on its behalf in connection with communications with VOEDX and other Authorized Users in connection with the resolution of any disputes that pertain to transactions executed using the Utility.

14. Confidential Information.

14.1Definition of Confidential Information. Authorized User and VOEDX acknowledge that in the performance of these Terms and Conditions, each party may receive or have access to confidential or proprietary information of the other party, including, but not limited to, inventions, trade secrets, technology, software, information pertaining to the method of delivery of products or services, non-public financial information, intellectual property, customer information, supplier information and employee information (collectively, “Confidential Information”). For purposes of clarity, it is noted that the term Confidential Information does not include Authorized User Account Data, Authorized User Payment Data and Authorized User Transaction Data covered by the VOEDX Privacy Policy (referenced in Section 14.4 below) as such information is protected by the terms of the Privacy Policy rather than this Section 14, or Authorized User Subject Data or Subject Related Data covered by the VOEDX Data Processing Addendum (referenced in Section 14.5 below) as such information is protected by the terms of the VOEDX Data Processing Addendum rather than this Section 14.

14.2Use and Disclosure of Confidential Information. Each party (in this context, the “Receiving Party”) agrees that it shall not, during the Term and after its termination, except as authorized or contemplated by these Terms and Conditions, use or disclose the Confidential Information of the other party (in this context, the “Disclosing Party”) without the prior written consent of the Disclosing Party, unless such Confidential Information (i) was known to the Receiving Party prior to the date of these Terms and Conditions (and not subject to an obligation of confidentiality), (ii) becomes known to the Receiving Party after rightful disclosure from a third party not under an obligation of confidentiality, (iii) becomes publicly available without breach of these Terms and Conditions, (iv) was independently developed by the Receiving Party without use of the Confidential Information; or (v) is required to be disclosed by law. In the case of a disclosure of Confidential Information that is required to be disclosed by law, Receiving Party shall, to the extent legally permissible, first provide notice of such disclosure to Disclosing Party so that Disclosing Party may seek a protective order if it wishes to do so, and Receiving Party shall use commercially reasonable efforts to cooperate with Disclosing Party in Disclosing Party’s efforts to obtain a protective order.

14.3Protection of Confidential Information. Each party agrees to exercise commercially reasonable care to maintain in confidence the Confidential Information of the other party.

14.4Applicability of VOEDX Privacy Policy. Authorized User acknowledges and agrees that VOEDX may collect, use, disclose, maintain and dispose of Authorized User Account Data, Authorized User Payment Data and Authorized User Transaction Data as set forth in these Terms and Conditions, the Utility Rules and the VOEDX Privacy Policy (the “VOEDX Privacy Policy”).

14.5Applicability of VOEDX Data Processing Addendum (DPA). Authorized User acknowledges and agrees that VOEDX may collect, use, disclose, maintain and dispose of Subject Data and Subject Related Data as set forth in these Terms and Conditions and the VOEDX Data Processing Addendum (the “VOEDX Data Processing Addendum”), and nothing contained herein shall be construed to limit the collection, use, disclosure, maintenance and disposal of Subject Data or Subject Related Data as permitted in the VOEDX Data Processing Addendum.

15. Intellectual Property Rights and Related Provisions.

15.1Ownership of Intellectual Property. Other than the rights expressly granted in these Terms and Conditions, each party retains all of its rights to its patents, trade secrets, technologies, copyrights, software, documentation, name, trademarks and other intellectual property and proprietary rights. Without limiting the generality of the foregoing, Authorized User acknowledges and agrees that the Utility and all software embodied in the Utility (and all associated patents, trade secrets, technologies, copyrights, software, name, trademarks and other intellectual property and proprietary rights), are, and shall at all times remain, the property of VOEDX (and, if and as applicable, its licensors) and Authorized User shall have no rights or interests in or to the Utility or the software embodied in the Utility other than the rights expressly granted herein.

15.2Restrictions Upon Use of the Utility. Authorized User shall not (i) reverse engineer, disassemble, decompile or otherwise attempt to derive any source or object code pertaining to the software embodied in the Utility; (ii) remove any proprietary legends, trademarks or branding from the Utility without VOEDX’s prior written consent; (iii) use the Utility other than in the manner contemplated under these Terms and Conditions; (iv) sell, resell, license, sublicense, rent or lease the Utility for time-sharing, outsourcing or service bureau use, or for the use of any third-party; or (v) otherwise use the Utility other than for the purpose and in the manner contemplated under these Terms and Conditions.

15.3No Implied Rights or Licenses. No implied rights or licenses are granted under these Terms and Conditions.

15.4Know-How and Feedback. Authorized User acknowledges and agrees VOEDX shall be free to use any and all knowledge, experience and/or know-how that VOEDX develops in the course of making the Utility available to Authorized User, in the provision of products, services and technologies to other customers or clients or in the development of future products, services and technologies (provided that such use does not include or disclose Authorized User’s Confidential Information), and that Authorized User shall have no intellectual property rights in and to any such knowledge, experience or know-how. Authorized User further acknowledges and agrees that VOEDX shall be the exclusive owner of any products, services or technologies that VOEDX may create in the future that is based upon or incorporates or any feedback that Authorized User may provide to VOEDX regarding the Utility (other than feedback which includes Authorized User’s Confidential Information).

15.5Platform Data and Deidentified Data.

(a) Platform Data. As between the Parties, VOEDX owns, and may collect, generate, use and retain, all technical, operational and transactional data generated by or relating to the operation of the Utility, including without limitation request and response volumes, timestamps, turnaround times, fill and match rates, file types and sizes, pricing and fee data, acceptance and decline rates, error and dispute rates, and similar performance metrics ("Platform Data"), together with Deidentified Data (as defined in the VOEDX Data Processing Addendum) created in accordance with the VOEDX Data Processing Addendum. Platform Data excludes the content of Subject Data and Subject Related Data and any information that identifies, or is reasonably linkable to, any individual. Information indicating whether a Seller held or reported a record about a particular individual, or whether a particular individual disputed any Subject Data, is content of Subject Data and is not Platform Data. Performance metrics included in Platform Data shall be calculated only in aggregate across multiple Transactions.

(b) Permitted Uses. VOEDX may use Platform Data and Deidentified Data for any lawful business purpose, including to operate, secure, maintain, support, bill for, test, develop and improve the Utility and VOEDX's other products and services; to make Seller and Buyer performance metrics available within the Utility as permitted by Section 15.5(c)(iii)(C); to prepare benchmarks, statistics, reports and other analyses; and to develop, market and provide aggregated or deidentified data products and insights.

(c) Restrictions. Notwithstanding Section 15.5(b), VOEDX shall not (i) use the content of Subject Data or Subject Related Data for any purpose other than performing the Utility services, or assemble, evaluate or furnish information on consumers, or otherwise act as a consumer reporting agency, through its use of Platform Data or Deidentified Data; (ii) attempt to reidentify any individual or household from Deidentified Data; or (iii) disclose Platform Data or Deidentified Data to any third party in a form that identifies Authorized User by name without Authorized User's consent, other than (A) to VOEDX’s service providers, advisors, actual or prospective investors, acquirers and lenders, in each case bound by confidentiality obligations, (B) as required by law, or (C) performance information about Authorized User as a Seller that is made available within the Utility to Buyers, or performance information about Authorized User as a Buyer that is made available within the Utility to Sellers, for purposes of allowing Buyers and Sellers to select counterparties that they wish to transact with, which Authorized User hereby authorizes; provided that such performance information shall be calculated only in aggregate across multiple Transactions, shall not include any measure of the accuracy or completeness of Subject Data or any dispute rate, and, when made available to Sellers, shall not include prices paid by Buyers to other Sellers. In addition, VOEDX shall not use Platform Data, Deidentified Data, Subject Data or Subject Related Data to determine which Sellers receive a Buyer’s request. VOEDX shall not use Subject Data or Subject Related Data, or Deidentified Data created from Subject Data or Subject Related Data, to develop, market or provide any data product, insight or other product or service, other than the Utility.

(d) Display Not a Recommendation. Any display of Platform Data within the Utility is provided for Authorized Users' convenience and does not constitute a recommendation, endorsement or guarantee by VOEDX of any Seller or Buyer or any Subject Data, and all decisions as to whether and with whom to transact remain with the applicable Buyer and Seller as set forth in Section 7.1.

16. Term of Use Authorization; Termination of Use Authorization; Suspension of Use Authorization.

16.1Term of Use Authorization. Authorized User’s status as an Authorized User shall commence upon the Effective Date and shall continue for an initial term of twelve (12) months, unless otherwise sooner terminated in accordance with the terms of these Terms and Conditions. Authorized User’s status as an Authorized User shall automatically renew for successive twelve (12) month renewal terms upon the expiration of the initial term, unless either Authorized User or VOEDX provides not less than thirty (30) days prior written notice to the other party of the terminating party’s election to terminate Authorized User’s status as an Authorized User. The initial term, as extended by any applicable renewal term(s), shall be referred to in these Terms and Conditions as the “Term.”

16.2Termination by Authorized User. Authorized User may terminate its status as an Authorized User (i) at any time upon not less than thirty (30) days’ prior written notice, (ii) at any time in the event that VOEDX has committed a material breach of these Terms and Conditions which breach remains uncured ten (10) days after written notice of the breach, (iii) at any time if VOEDX is bankrupt or insolvent, and (iv) at any time prior to the effectiveness of any change to these Terms and Conditions adopted by VOEDX that Authorized User does not agree to.

16.3Termination by VOEDX. VOEDX may terminate Authorized User’s status as an Authorized User (i) at any time upon not less than thirty (30) days’ prior written notice, (ii) at any time in the event that Authorized User has committed a material breach of these Terms and Conditions which breach remains uncured ten (10) days after written notice of the breach, (iii) at any time if Authorized User is bankrupt or insolvent, and (iv) at any time if Authorized User no longer meets the Authorized User Qualification Criteria. In addition to the forgoing, VOEDX may terminate Authorized User’s status as an Authorized User, and Authorized User’s access to the Utility and Authorized User’s Account, by providing not less than thirty (30) days prior written notice to Authorized User if Authorized User does not purchase or sell any Subject Data using the Utility for a period of 90 consecutive days.

16.4Effect of Termination Upon Right of Authorized User to Use Utility; Record Retention. Upon the termination of Authorized User’s status as an Authorized User, Authorized User shall no longer have the right to transact business using the Utility, access the Authorized User Portal or access Authorized User’s account; provided, however, that VOEDX shall make Authorized User Transaction Data available to Authorized User for download for a period of thirty (30) days following termination (the “Data Access Period”) subject to such fees that VOEDX may charge from time to time for such access. VOEDX shall have no obligation to Authorized User to maintain any Authorized User data or information other than Authorized User Transaction Data, and VOEDX shall have no obligation to Authorized User to maintain any Authorized User Transaction Data after the expiration of the Data Access Period. For purposes of clarity, it is noted that, as set forth in Section 7.9, VOEDX shall not be obligated to store, retain or otherwise preserve any Subject Data purchased or sold using the Utility (including during the Term, during the Data Access Period, or during any period thereafter).

16.5Effect on Existing Obligations. Termination of Authorized User’s status as an Authorized User shall not relieve Authorized User of its obligations accruing prior to the date of termination including, but not limited to, (i) any obligation of Authorized User to pay for any Subject Data purchased by such Authorized User prior to termination, and (ii) any obligation of Authorized User to pay any Utility Transaction Fees or Preexisting Bilateral Agreement Transaction Fees which accrued prior to termination.

16.6Suspension of Authorized User. VOEDX may suspend the right of Authorized User to transact business using the Utility at any time, in VOEDX’s reasonable discretion, in the event that VOEDX believes, in good faith, that Authorized User may have committed a material breach of these Terms and Conditions or the Utility Rules, or may no longer meet the Authorized User Qualification Criteria, or may have suffered a security breach or other privacy or data security issue which poses a material risk to the Utility or other Authorized Users. Without limiting the foregoing, VOEDX may immediately suspend Authorized User if VOEDX believes, in good faith, that Authorized User or any of its customers has obtained or used Subject Data without a permissible purpose, that Authorized User has ceased to be a consumer reporting agency or furnisher, that Authorized User has become a person described in Section 3.3, or that Authorized User is the subject of a governmental investigation or proceeding relating to its consumer reporting activities. Following any such suspension, VOEDX shall afford a suspended Authorized User, upon request, an opportunity to cure any such default or other reason for suspension.

16.7Survival. All sections and provisions of these Terms and Conditions that by their nature are intended to have effect after the termination of Authorized Users status as an Authorized User (including, without limitation, Sections 14, 15, 16, 17, 18, 19, 20 and 21) shall survive the termination of Authorized Users status as an Authorized User.

17. Disclaimer of Warranties.

17.1EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, THE UTILITY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTY AND AUTHORIZED USER’S USE OF THE UTILITY IS SOLELY AT AUTHORIZED USER’S OWN RISK. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, AUTHORIZED USER ACKNOWLEDGES THAT THE UTILITY IS SUBJECT TO INTERRUPTIONS AND OUTAGES.

17.2EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, VOEDX DOES NOT WARRANT THAT THE UTILITY WILL MEET AUTHORIZED USER’S REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED OR ERROR-FREE.

17.3EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THESE TERMS AND CONDITIONS, TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, VOEDX DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATED TO THE UTILITY INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT.

17.4AUTHORIZED USER ACKNOWLEDGES THAT VOEDX MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE ACCURACY OR COMPLETENESS OF ANY SUBJECT DATA.

18. Limitation of Liability.

18.1EXCEPT AS SET FORTH IN SECTION 19.1, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND/OR OTHERWISE PERTAINING TO THE UTILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

18.2TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL VOEDX BE LIABLE TO AUTHORIZED USER FOR ANY DAMAGES FROM ANY CAUSE OR CLAIM WHATSOEVER ARISING OUT OF OR RELATED TO THESE TERMS AND CONDITIONS AND/OR OTHERWISE PERTAINING TO THE UTILITY IN EXCESS OF THE SUM OF THE TRANSACTION FEES AND PREEXISTING BILATERAL AGREEMENT TRANSACTION FEES THAT VOEDX HAS BEEN PAID UNDER THESE TERMS AND CONDITIONS BY SUCH AUTHORIZED USER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH SUCH CAUSE OR CLAIM AROSE, PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY IN THE CASE OF VOEDX’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

19. Indemnification.

19.1Authorized User agrees to defend and indemnify VOEDX and its affiliates, representatives, successors and assigns (collectively, “VOEDX Indemnified Persons”) from and against any and all claims (including any claim under the California Investigative Consumer Reporting Agencies Act, Cal. Civ. Code § 1786 et seq.), demands, losses, liabilities, damages, costs or expenses (including reasonable legal fees and expenses) (collectively, “Losses”) resulting from or arising out of: (a) Authorized User’s breach of any provision of these Terms and Conditions or any of the Utility Rules; (b) Authorized User’s noncompliance with any applicable law in connection with its use of the Utility; and/or (c) any claim or action brought by any third-party on account of or relating to the purchase or sale of any Subject Data by Authorized User using the Utility (including, without limitation, any claim pertaining to the accuracy or completeness of any Subject Data sold using the Utility, or any claim pertaining to any failure to comply with any provision of the Fair Credit Reporting Act or other applicable law). Notwithstanding the foregoing, Authorized User shall not be required to indemnify VOEDX for any Losses which result from VOEDX’s breach of these Terms and Conditions or gross negligence or willful misconduct (as determined in a final and binding arbitration award or a final non-appealable judgment of a court of applicable jurisdiction). The limitations set forth in Section 18.1 shall not apply to (a) Authorized User’s obligations under this Section 19, (b) Authorized User’s breach of Section 6.5, Section 6.6, Section 13.2, Section 13.4, Section 14 or Section 15, or (c) Authorized User’s obligation to pay Subject Data Payment Amounts, Transaction Fees and other amounts due under these Terms and Conditions.

19.2If Authorized User accesses the Utility through a Third-Party Platform (as described in Section 8.2 above) to buy or sell Subject Data (such Authorized User accessing the Utility through a Third-Party Platform to buy or sell Subject Data being referred to herein as a “Third-Party Platform Authorized User” and such purchase or sale of Subject Data by the Third-Party Platform Authorized User using the Utility being referred to herein as a “Third-Party Platform Authorized User Transaction”), then, as a condition to accessing the Utility through the Third-Party Platform, the Third-Party Platform Authorized User agrees to (a) release the Third-Party Platform from any liability or obligation relating to the Third-Party Platform Authorized User’s purchase or sale of the Subject Data by the Third-Party Platform Authorized User in the Third-Party Platform Authorized User Transaction, and (b) indemnify and hold harmless the Third-Party Platform, its affiliates, and subsidiaries, and their respective officers, directors, employees, agents and insurers, from and against any and all damages, penalties, losses, liabilities, judgments, settlements, awards, costs, and expenses (including reasonable attorneys’ fees and expenses) arising out of or in connection with any claims, assertions, demands, causes of action, suits, proceedings or other actions, whether at law or in equity, related to: (i) such Third-Party Platform Authorized User’s delivery or receipt of Subject Data or Subject Related Data through the Third-Party Platform or other use of the Third-Party Platform, or (ii) such Third-Party Platform Authorized Users use of or reliance on the Utility. The Third-Party Platform shall be a third-party beneficiary of the applicable Third-Party Platform Authorized User’s obligations under this Section 19.2.

20. Arbitration.

20.1Except as otherwise set forth in Section 20.2 and/or Section 21.4, any dispute, controversy, or claim relating to the Utility, these Terms and Conditions, the Utility Rules or the other governing documents pertaining to the Utility (each of the foregoing, a “Legal Claim”) that cannot be resolved directly between VOEDX and Authorized User, shall be settled by an individual (not class), confidential, binding arbitration proceeding administered by the American Arbitration Association (“AAA”) in New York, New York or such other location that is mutually agreed upon by the parties. A single arbitrator will be mutually selected by the parties who shall be (i) a practicing attorney licensed to practice law in the State of New York or a retired judge; and (ii) selected from the arbitrators listed on the AAA’s roster of commercial dispute arbitrators who have experience in online commerce law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators). If the parties cannot mutually agree upon an arbitrator within 30 days of the initiation of the Legal Claim (or such longer period as shall be mutually agreed to by the parties), then the AAA shall appoint a single arbitrator that satisfies the arbitrator requirements set forth above. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees. The award rendered by the arbitrator shall be final and binding upon the parties. A judgment on the award may be entered and enforced in any court of competent jurisdiction.

20.2VOEDX may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the State of New York, for any monetary amounts that Authorized User owes to VOEDX, or for any infringement of VOEDX’s intellectual property rights. Authorized User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any such action brought by VOEDX in such courts.

20.3AUTHORIZED USER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT AUTHORIZED USER IS WAIVING ITS RIGHT TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT AUTHORIZED USER IS WAIVING ITS RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THE TRANSACTIONS PROVIDED FOR UNDER THESE TERMS AND CONDITIONS.

21. Miscellaneous.

21.1Notices. All notices required under these Terms and Conditions shall be in writing and shall be addressed: (i) in the case of notice to VOEDX, at 4 May Hill Lane, Dix Hills, NY 11746 or, if sent by email, to legal@voedx.com, and (ii) in the case of notice to Authorized User, to Authorized User’s contact information as set forth in Authorized User’s Account. Notices shall be deemed given: (i) on the day of delivery if delivered personally; (ii) one business day after being sent by Federal Express or other nationally recognized overnight delivery service which maintains a record of delivery; or (iii) on the day of receipt if sent by electronic mail. Either party may change its notice address by providing written notice to the other party in the manner set forth in this section.

21.2Governing Law. These Terms and Conditions shall be governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law provisions thereof.

21.3Independent Parties. The parties are independent parties. Except for the limited payment agency expressly set forth in Section 7.3, neither party shall be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other.

21.4Injunctive Relief. Authorized User acknowledges and agrees that it may be impossible to measure and calculate VOEDX’s damages from a breach of Sections 14 or 15 of these Terms and Conditions. Accordingly, Authorized User agrees that if it breaches one or more of such sections, VOEDX will have available, in addition to any other right or remedy available to it, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach. Authorized User further agrees that no bond or other security shall be required in obtaining such equitable relief and Authorized User hereby consents to the issuance of such injunction.

21.5Entire Agreement. These Terms and Conditions constitute the entire agreement of the parties with respect to the subject matter hereof, and supersede all prior or contemporaneous agreements with respect to the subject matter hereof.

21.6Binding Effect. These Terms and Conditions shall be binding upon and inure to the benefit of the parties and their respective heirs, executors, administrators, successors and permitted assigns.

21.7Assignment. These Terms and Conditions may not be assigned by either party without the prior written consent of the other party; provided, however, that either party may assign these Terms and Conditions (i) to an affiliate of such party (an affiliate being an entity that controls, is controlled by, or is under common control with the assigning party), or (ii) to an entity that purchases all or substantially all of the business or assets of such party (whether in an asset sale, stock sale, merger or other similar transaction). Any attempted assignment by either party contrary to the foregoing shall be void.

21.8No Third-Party Beneficiaries. Except as otherwise expressly set forth in these Terms and Conditions, the Additional Buyer Terms and Conditions (as applicable) and the Additional Seller Terms and Conditions (as applicable), these Terms and Conditions shall not confer any rights or remedies upon any person other than the Parties and their respective heirs, executors, administrators, successors and permitted assigns.

21.9Waiver. No delay or omission by any party in exercising any right in these Terms and Conditions shall operate as a waiver of such right or any other right. No waiver by any party of any breach hereunder shall be deemed a waiver of any other or subsequent breach.

21.10Force Majeure. Neither party shall be liable for any failures or delays in performance of its obligations under these Terms and Conditions which result from circumstances beyond its reasonable control, including, without limitation, acts of God; war or civil unrest; fire or other casualty; internet, power, utility and mobile network outages and interruptions; changes in law; and epidemics, pandemics and other public health matters; provided, however, that this provision shall not be construed to relieve a party of its payment obligations hereunder.

21.11Severability. If any provision of these Terms and Conditions shall be held to be invalid, illegal or unenforceable by any court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall continue in full force and effect. To the extent that any provision hereof is deemed to be unenforceable under applicable law, it shall be replaced with an enforceable provision to the same or nearest possible equivalent effect.

21.12Captions; Annexes. The captions in these Terms and Conditions are for convenience only and are not to be considered in construing these Terms and Conditions. The applicable Annexes to these Terms and Conditions are an integral part of these Terms and Conditions, and where there is any reference to these Terms and Conditions it shall be deemed to include such applicable Annexes.

21.13Counterpart Execution. These Terms and Conditions may be executed in counterparts, each of which shall constitute an original, but all of which shall constitute one and the same instrument. These Terms and Conditions may be executed and delivered by electronic means (including by way of DocuSign or other similar electronic signature/delivery method), with the same force and effect as if they were executed and delivered manually.

22. Amendment and Modification.

22.1Amendment and Modification of Terms and Conditions. VOEDX may amend or modify these Terms and Conditions from time to time as set forth in Section 11.3 above. Any continued use of the Utility by Authorized User following such modification or amendment shall constitute Authorized User’s acceptance thereof.

23. Contact Us.

23.1Contact Us. Please contact us by email at legal@voedx.com, or by mail at 4 May Hill Lane, Dix Hills, NY 11746, if you have any questions, comments and/or complaints about these Terms and Conditions, the Utility Rules or the Utility.

24. Electronic Signature.

24.1Electronic Acceptance. Without limiting the effectiveness of any manual signature of these Terms and Conditions, Authorized User’s acceptance of these Terms and Conditions by electronic means (including by checking a box and clicking “I Agree” or a similar button) through the Authorized User Portal by a person authorized to bind Authorized User shall constitute Authorized User’s execution of these Terms and Conditions, effective as of the Effective Date.

IN WITNESS WHEREOF, the undersigned have caused these Terms and Conditions to be executed and delivered by their duly authorized officers.

Annex A – Additional Buyer Terms and Conditions

A1.Representations and Warranties of Buyer to Seller. Buyer represents and warrants to Seller as follows:

A1.1Buyer Organization; Enforceability. Buyer is duly organized and validly existing in its jurisdiction of formation. These Terms and Conditions constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with their terms.

A1.2Buyer Licenses and Permits. Buyer has all licenses and permits required under all Federal, state, local and other applicable law to conduct and operate its business, including, if necessary, to purchase Subject Data using the Utility.

A1.3Buyer as Consumer Reporting Agency (CRA). Buyer is a “consumer reporting agency” (CRA) as defined in the Fair Credit Reporting Act, and conducts its business in compliance with all applicable provisions of the Fair Credit Reporting Act.

A1.4Buyer Right to Purchase Subject Data. Buyer has the right to purchase Subject Data using the Utility, and remit payment therefor, as contemplated under these Terms and Conditions.

A1.5Buyer Data Security. Buyer has instituted commercially reasonable physical, technical and organizational measures to protect and prevent unauthorized access to or use of any Subject Data purchased or sold using the Utility.

A2.Covenants of Buyer to Seller. Buyer covenants and agrees with Seller as follows:

A2.1Compliance with Law. Buyer will comply with all applicable Federal, state, local and other laws including, without limitation, the Fair Credit Reporting Act and applicable privacy laws. Without limiting the generality of the foregoing, Buyer shall provide any applicable Applicant Notices, obtain any applicable Applicant Consents, provide any applicable Applicant Adverse Action Disclosures, and/or provide any applicable User Notices, in each case to the extent Buyer is required to do so by the Fair Credit Reporting Act or other applicable law or regulation, and Buyer shall only use Subject Data for legally permissible purposes.

A2.2Buyer Certifications. Buyer hereby certifies, with respect to each Transaction to which it is a party: (a) that it will provide all applicable Applicant Notices, obtain all applicable Applicant Consents, provide all applicable Applicant Adverse Action Disclosures, and provide all applicable User Notices, in each case, to the extent and in the manner required by applicable law; (b) that it will not use information from any Consumer Report in violation of the Fair Credit Reporting Act or other applicable law; (c) that, if adverse action may be taken based upon a Consumer Report, it will comply with all applicable provisions of the Fair Credit Reporting Act, including by providing the applicable Applicant with a copy of the Consumer Report and the Summary of Consumer Rights, to the extent and in the manner required by applicable law; and (d) that it will otherwise comply with the Fair Credit Reporting Act and applicable state law.

A2.3Buyer Customer Certifications. Buyer agrees to require its customers, as the “user” of a given Consumer Report pertaining to a given Transaction, to certify to Buyer: (a) that such customer will provide all applicable Applicant Notices, obtain all applicable Applicant Consents, and provide all applicable Applicant Adverse Action Disclosures, in each case, to the extent and in the manner required by applicable law; (b) that it will not use information from any Consumer Report in violation of the Fair Credit Reporting Act or other applicable law; (c) that, if adverse action may be taken based upon a Consumer Report, it will comply with all applicable provisions of the Fair Credit Reporting Act, including by providing the applicable Applicant with a copy of the Consumer Report and the Summary of Consumer Rights, to the extent and in the manner required by applicable law; (d) that it will not request, obtain or use any wage or salary history information contained in Subject Data where doing so is prohibited by applicable law (including N.Y. Labor Law § 194-a and California Labor Code § 432.3); and (e) that, if it uses criminal record information for employment purposes, it will comply with applicable laws governing the use of criminal history in employment decisions (including Article 23-A of the New York Correction Law and California Government Code § 12952); and (f) that it will otherwise comply with the Fair Credit Reporting Act and applicable state law.

A2.4Permissible Purpose for Transaction under FCRA and Identity of End User. Buyers shall provide to Sellers, with respect to each Transaction completed by Buyer (and as a precondition to the consummation of the Transaction), (i) the permissible purpose for the Transaction under the FCRA (e.g., employment purposes), and (ii) the identity of the “user” of the Consumer Report (such identity of the User being provided by name or by customer number or similar identifier (together with information sufficient to determine the customer name that goes along with such given customer number or similar identifier)). In the absence of the provision of contrary information, Buyer hereby certifies that the permissible purpose for the Transaction under the FCRA is employment purposes. If the permissible purpose is employment purposes, Buyer further certifies, for each such Transaction, that it has obtained from the User the certification required by Section 604(b)(1)(A) of the Fair Credit Reporting Act (15 U.S.C. § 1681b(b)(1)(A)), and that Buyer will retain that certification and make it available to the applicable Seller and to VOEDX upon request. Buyer further certifies, with respect to each Transaction involving Background Check Information, that none of the circumstances described in Section 13.7(c) applies, and shall not submit any request for Background Check Information to which Section 13.7(c) applies.

A.2.5 Accurate Provision of Applicant Identifying Information. Buyer agrees to provide via the Utility identifying information for the Applicant that accurately matches the data that Buyer has been provided by Buyer’s customer or the Applicant for Seller’s use and agrees that it is solely responsible for ensuring the provision of accurate identifying information on the Applicant.

A2.6Compliance with Terms and Conditions and Other Utility Rules. Buyer shall comply with these Terms and Conditions and the Utility Rules, including rules pertaining to the method of initiating and consummating the purchase of Subject Data using the Utility, and the method of (and timeframe for) remitting payment for Subject Data purchased using the Utility.

A2.7Satisfaction of Obligations to Other Authorized Users. Buyer shall satisfy its obligations to other Authorized Users of the Utility, as may be set forth in the Terms and Conditions, these Additional Buyer Terms and Conditions and the Utility Rules, from time to time.

A2.8Prohibition on Purchase of Protected Health Information using the Utility. Buyer shall not purchase Protected Health Information (as such term is defined under HIPAA), or any other data described in Section 13.7 of these Terms and Conditions, using the Utility.

A.2.9 Data Security. Buyer shall maintain physical, technical and organizational measures sufficient to protect and prevent unauthorized access to or use of any Subject Data purchased by Buyer using the Utility.

A.2.10 Limitations of Data. Buyer understands and agrees that Seller can only choose sources deemed reliable for the Subject Data and accurately and faithfully transmit information that has been provided to it by its sources, and cannot guarantee (beyond the accurate and faithful transmission of same) that the underlying Subject Data is itself error-free.

A.2.11 Seller Not Deemed Consumer Reporting Agency by Operation Using the Utility. Buyer agrees that Seller shall not be deemed a Consumer Reporting Agency under applicable law, including the Fair Credit Reporting Act, merely by its participation and operation using the Utility as a Seller. Nothing contained herein otherwise alters Seller’s status in that respect. Buyer agrees not to represent that Seller is a Consumer Reporting Agency if Seller does not in fact operate as a Consumer Reporting Agency, merely by Seller’s operation using the Utility as a Seller.

A.2.12 Non-exclusive Relationship. Buyer understands that the relationship between Buyer and Seller is not exclusive and either may offer their services or business to any customers or sellers of their choosing.

A.2.13 Reasonable Cooperation. Buyer agrees to reasonably cooperate, to the extent not contrary to its own legal interests and not a violation of the law, to provide information to Seller in the event of a legal claim against Seller to the extent that Buyer is the sole source of information necessary for Seller’s defense, but only to the extent directly involving Subject Data Buyer purchased from Seller via the Utility.

A.2.14 Indemnification and Defense. Buyer agrees to fully defend and indemnify Seller for all claims (including any claim under the California Investigative Consumer Reporting Agencies Act, Cal. Civ. Code § 1786 et seq.) arising out of or related to Buyer’s breach of its representations, warranties, covenants or obligations under this Annex or these Terms and Conditions. In the instance of shared responsibility for such a claim between Buyer and Seller, such defense and indemnification obligation shall be proportional to Buyer’s fault for such claim.

A2.15Dispute Resolution. Buyer will cooperate with other Authorized Users in an effort to resolve any disputes that may arise between Buyer and any other Authorized User that pertain to transactions executed using the Utility. In connection with the foregoing, Buyer hereby designates its Designated Representative to speak on its behalf in connection with communications with other Authorized Users in connection with the resolution of any disputes that pertain to transactions executed using the Utility.

A2.16Furnisher and User Notices. Buyer shall, to the extent required by Section 607(d) of the Fair Credit Reporting Act (15 U.S.C. § 1681e(d)), (i) provide the notice of furnisher responsibilities prescribed by the Consumer Financial Protection Bureau to each Seller that is a furnisher and that regularly furnishes information to Buyer using the Utility, and (ii) provide the Notice to Users of Consumer Reports to each customer of Buyer to which Buyer provides a Consumer Report containing Subject Data.

A2.17No Transfer to Prohibited Persons. Buyer shall not sell, license or otherwise transfer any Subject Data or Subject Related Data obtained using the Utility to, or permit access to such data by, any person described in Section 3.3 of these Terms and Conditions, and shall contractually require each of its customers and other recipients of such data to refrain from doing so.

A2.18Background Check Information. Buyer shall provide to the applicable Seller all information and certifications that the Seller reasonably requires to comply with applicable law in connection with Background Check Information, including, for motor vehicle records, the permitted use of the records under the Driver’s Privacy Protection Act of 1994 (18 U.S.C. § 2721 et seq.) and applicable state law.

A2.19California Consumers. With respect to any Transaction involving an individual who resides or is located in the State of California, or who applies for a position located in whole or in part in the State of California, Buyer shall comply with the California Investigative Consumer Reporting Agencies Act (Cal. Civ. Code § 1786 et seq.) and the California Consumer Credit Reporting Agencies Act (Cal. Civ. Code § 1785.1 et seq.), in each case to the extent applicable to it, including with respect to notices, disclosures, file disclosure and reinvestigation, and records.

A3. Miscellaneous.

A3.1Seller as Third-Party Beneficiary of Buyer’s Obligations. Buyer agrees that each Seller of Subject Data to Buyer using the Utility shall be a third-party beneficiary of Buyer’s representations, warranties, covenants and obligations under these Additional Buyer Terms and Conditions as they apply to the purchase of such Subject Data, with authority to enforce such provisions of these Additional Buyer Terms and Conditions as against Buyer.

A3.2Integration with Other Governing Agreement. If Buyer has entered into a Pre-existing Bilateral Agreement with one or more Sellers, or if Buyer has entered into, or in the future enters into, another agreement with one or more Sellers, which Pre-existing Bilateral Agreement or other agreement contains provisions which govern the purchase and sale of Subject Data purchased and sold using the Utility (an “Other Governing Agreement”), and if the terms of such Other Governing Agreement conflict with the terms of these Additional Buyer Terms and Conditions and/or the Additional Seller Terms and Conditions attached as Annex B to these Terms and Conditions (such as with respect to the representations and warranties of the parties regarding data purchased and sold, or the covenants of the parties regarding data purchased and sold, or the indemnification obligations of the parties regarding data purchased and sold), then, as between Buyer and the Seller, the terms of such Other Governing Agreement shall supersede the conflicting terms of these Additional Buyer Terms and Conditions and/or the Additional Seller Terms and Conditions as they apply to the Subject Data purchased and sold by Buyer and the Seller. For example, if the indemnification provisions regarding data purchased and sold in such Other Governing Agreement conflict with the indemnification provisions set forth in Section A.2.14 above, then the indemnification provisions regarding data purchased and sold in such Other Governing Agreement shall govern.

Annex B – Additional Seller Terms and Conditions

B1.Representations and Warranties of Seller to Buyer. Seller represents and warrants to Buyer as follows:

B1.1Seller Organization; Enforceability. Seller is duly organized and validly existing in its jurisdiction of formation. These Terms and Conditions constitute a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with their terms.

B1.2Seller Licenses and Permits. Seller has all licenses and permits required under all Federal, state, local and other applicable law to conduct and operate its business, including, if necessary, to sell Subject Data using the Utility.

B1.3Seller as Consumer Reporting Agency (CRA). Seller is either a “consumer reporting agency” (CRA) as defined in the Fair Credit Reporting Act or a “furnisher” of information as defined in the Fair Credit Reporting Act, and conducts its business in compliance with all provisions of the Fair Credit Reporting Act that may be applicable to it, either as a CRA or furnisher.

B1.4Seller Right to Sell Subject Data. Seller has the right to sell Subject Data using the Utility, and make delivery thereof, as contemplated under these Terms and Conditions.

B1.5Seller Data Security. Seller has instituted commercially reasonable physical, technical and organizational measures to protect and prevent unauthorized access to or use of any Subject Data or other personal information or confidential information in its possession pertaining to the Utility.

B2.Covenants of Seller to Buyer. Seller covenants and agrees with Buyer as follows:

B2.1Compliance with Law. Seller will comply with all applicable Federal, state, local and other laws including, without limitation, the Fair Credit Reporting Act and applicable privacy laws. Without limiting the generality of the foregoing, Seller shall provide any applicable Applicant Notices, obtain any applicable Applicant Consents, provide any applicable Applicant Adverse Action Disclosures, and/or provide any applicable User Notices, in each case to the extent Seller is required to do so by the Fair Credit Reporting Act or other applicable law or regulation, and Seller shall only use Subject Data for legally permissible purposes.

B2.2Provision of Notice to Users of Consumer Reports and/or Summary of Consumer Rights (to be provided to the Applicant). Seller shall, for each Transaction for which Seller is a party and required under applicable law to provide to Buyer a copy of the Notice to Users of Consumer Reports and/or the Summary of Consumer Rights (to be provided to the Applicant), provide a copy of the Notice to Users of Consumer Reports and/or the Summary of Consumer Rights, as applicable, to the applicable Buyer.

B2.3Compliance with Terms and Conditions and Other Utility Rules. Seller shall comply with these Terms and Conditions and the Utility Rules, including rules pertaining to the method of initiating and consummating the sale of Subject Data using the Utility, and the method of (and timeframe for) making delivery of Subject Data sold using the Utility.

B2.4Satisfaction of Obligations to Other Authorized Users. Seller shall satisfy its obligations to other Authorized Users of the Utility, as may be set forth in the Terms and Conditions, these Additional Seller Terms and Conditions and the Utility Rules, from time to time.

B2.5Prohibition on Sale of Protected Health Information using the Utility. Seller shall not sell Protected Health Information (as such term is defined under HIPAA), or any other data described in Section 13.7 of these Terms and Conditions, using the Utility.

B.2.6 Non-exclusive Relationship. Seller understands that the relationship between Buyer and Seller is not exclusive and either may offer their services or business to any customers or sellers of their choosing.

B.2.7Data Security. Seller shall maintain physical, technical and organizational measures sufficient to protect and prevent unauthorized access to or use of any Subject Data in Seller’s possession in connection with the Utility.

B.2.8 Reasonable Cooperation. Seller agrees to reasonably cooperate, to the extent not contrary to its own legal interests and not a violation of the law, to provide information to Buyer in the event of a legal claim against the Buyer to the extent that Seller is the sole source of information necessary for Buyer’s defense, but only to the extent directly involving Subject Data Seller sold to Buyer via the Utility.

B.2.9 Accuracy of Subject Data. Seller represents that it has chosen sources deemed reliable for the Subject Data and shall accurately and faithfully transmit information that has been provided to it by its sources via the Utility.

B.2.10 Indemnification and Defense. Seller agrees to fully defend and indemnify Buyer for all claims (including any claim under the California Investigative Consumer Reporting Agencies Act, Cal. Civ. Code § 1786 et seq.) arising out of or related to Seller’s breach of its representations, warranties, covenants or obligations under this Annex or these Terms and Conditions. In the instance of shared responsibility for such a claim between Buyer and Seller, such defense and indemnification obligation shall be proportional to Seller’s fault for such claim.

B2.11Dispute Resolution. Seller will cooperate with other Authorized Users in an effort to resolve any disputes that may arise between Seller and any other Authorized User that pertain to transactions executed using the Utility. In connection with the foregoing, Seller hereby designates its Designated Representative to speak on its behalf in connection with communications with other Authorized Users in connection with the resolution of any disputes that pertain to transactions executed using the Utility.

B2.12Furnisher Obligations. If Seller is a furnisher, Seller shall comply with Section 623 of the Fair Credit Reporting Act (15 U.S.C. § 1681s-2) and the furnisher accuracy and integrity requirements of Regulation V (12 C.F.R. pt. 1022, subpart E) with respect to Subject Data it furnishes using the Utility, including by (i) not furnishing information it knows or has reasonable cause to believe is inaccurate, (ii) promptly correcting and updating information, and (iii) investigating, and reporting the results of, any dispute that Buyer forwards to it, within the time required by applicable law.

B2.13State Data Broker Laws. Seller has made, and will maintain, any registration required of it as a data broker or data collector under applicable state law, and Seller will not sell or license through the Utility any data whose sale or license by Seller is prohibited under applicable state law (including any restriction on the sale or license of sensitive data), except to the extent an exception for activity authorized under the Fair Credit Reporting Act applies.

B2.14Criminal Record and Other Background Check Information. If Seller sells criminal record or other public record information using the Utility, Seller shall (a) be solely responsible for searching for and retrieving the applicable records and for determining whether any record relates to the individual identified by the Buyer; (b) deliver a complete result for each jurisdiction or source searched, including the disposition of each reported record where available; (c) comply with Section 613 of the Fair Credit Reporting Act (15 U.S.C. § 1681k) when reporting public record information for employment purposes, and with Section 605 of the Fair Credit Reporting Act (15 U.S.C. § 1681c) and any applicable state law limiting the reporting of criminal record information (including N.Y. General Business Law § 380-j and California Civil Code § 1786.18); and (d) not report any record that has been sealed, expunged or otherwise restricted from reporting under applicable law. If Seller sells motor vehicle records using the Utility, Seller shall comply with the Driver’s Privacy Protection Act of 1994 (18 U.S.C. § 2721 et seq.) and applicable state law, and Seller, and not VOEDX, shall keep the records required by 18 U.S.C. § 2721(c) with respect to each such sale. Seller shall not deliver any Background Check Information through the Utility if Seller knows or has reason to believe that Section 13.7(c) of these Terms and Conditions applies to it.

B2.15Social Media Information. If Seller sells information obtained from social media or other online sources using the Utility, Seller shall (a) obtain such information only from content that is publicly available without access credentials, and not by requesting or using login credentials, requesting access to non-public content, using false pretenses or circumventing any access restriction; (b) comply with the terms of the applicable platforms and with applicable law, including laws restricting access to personal online accounts (such as N.Y. Labor Law § 201-i and California Labor Code § 980); (c) report only information that Seller has reasonably confirmed relates to the individual identified by the Buyer; (d) before delivery, remove any information that reveals an individual’s race, color, religion, national origin, sex, sexual orientation, gender identity, disability, pregnancy, genetic information, political affiliation, union membership or other characteristic protected by applicable law, and any data described in Section 6.5(i) or Section 13.7 of these Terms and Conditions or Section 3.3 of the VOEDX Data Processing Addendum; and (e) disclose to the Buyer whether Seller uses artificial intelligence or other automated tools to identify, classify or score such information, and comply with applicable law governing Seller’s use of such tools.

B2.16California Consumers. With respect to any Transaction involving an individual who resides or is located in the State of California, or who applies for a position located in whole or in part in the State of California, Seller shall comply with the California Investigative Consumer Reporting Agencies Act (Cal. Civ. Code § 1786 et seq.) and the California Consumer Credit Reporting Agencies Act (Cal. Civ. Code § 1785.1 et seq.), in each case to the extent applicable to it, including with respect to notices, disclosures, file disclosure and reinvestigation, and records.

B3. Miscellaneous.

B3.1Buyer as Third-Party Beneficiary of Seller’s Obligations. Seller agrees that each Buyer of Subject Data from Seller using the Utility shall be a third-party beneficiary of Seller’s representations, warranties, covenants and obligations under these Additional Seller Terms and Conditions as they apply to the sale of such Subject Data, with authority to enforce such provisions of these Additional Seller Terms and Conditions as against Seller.

B3.2Integration with Other Governing Agreement. If Seller has entered into a Pre-existing Bilateral Agreement with one or more Buyers, or if Seller has entered into, or in the future enters into, another agreement with one or more Buyers, which Pre-existing Bilateral Agreement or other agreement contains provisions which govern the purchase and sale of Subject Data purchased and sold using the Utility (an “Other Governing Agreement”), and if the terms of such Other Governing Agreement conflict with the terms of these Additional Seller Terms and Conditions and/or the Additional Buyer Terms and Conditions attached as Annex A to these Terms and Conditions (such as with respect to the representations and warranties of the parties regarding data purchased and sold, or the covenants of the parties regarding data purchased and sold, or the indemnification obligations of the parties regarding data purchased and sold), then, as between Seller and the Buyer, the terms of such Other Governing Agreement shall supersede the conflicting terms of these Additional Seller Terms and Conditions and/or the Additional Buyer Terms and Conditions as they apply to the Subject Data purchased and sold by Seller and the Buyer. For example, if the indemnification provisions regarding data purchased and sold in such Other Governing Agreement conflict with the indemnification provisions set forth in Section B.2.10 above, then the indemnification provisions regarding data purchased and sold in such Other Governing Agreement shall govern.