MESSAGE
| DATE | 2006-05-31 |
| FROM | Ruben Safir
|
| SUBJECT | Subject: [NYLXS - HANGOUT] Income Verisfication Try this
|
All this was put in a text box about 10 chars long
This Universal Membership Agreement (the "Agreement") is entered into by
and between TALX Corporation, a Missouri Corporation, 1850 Borman Court,
St. Louis, Missouri ("TALX"), and ____________________________________,
a ___________ corporation ("Company").
RECITALS: A. TALX operates The Work Number® (the "Service"),
a service used to verify certain information about individuals
("Consumers"); and
B. Company wishes to confirm employment and/or income information
of Consumers through the Service.
NOW, THEREFORE, the parties agree as follows:
1. TALX OBLIGATIONS. The Service will provide Company with automated
access to certain employment and/or income data ("Data") furnished to
TALX by employers.
2. COMPANY OBLIGATIONS. a. Company i) shall maintain Data in
strict confidence, ii) shall not disclose, sell or otherwise distribute
to third parties any Data, except as required by law, and iii) shall
not intercept, collect, reproduce, store or use the Data received from
TALX for any other use, commercial or otherwise, other than the purpose
for which it was originally intended, including the storage or building
of TALX Data for sale or re-use at a later date. Notwithstanding the
foregoing, Company may share the Data with Consumers. b. Company
agrees to pay for the Services as set forth herein. All prices stated
in this Agreement are exclusive of, and Company shall pay, all sales,
use, privilege, or excise taxes. c. Additional representations
and warranties as may be set forth in each Schedule A.
3. RIGHTS TO SERVICE. The Service and the Data are proprietary to
TALX and all rights to the Service and Data are proprietary to TALX.
4. WARRANTY. TALX warrants that the Service will be performed in a
reasonable and workmanlike manner and is in compliance with all laws and
regulations. Company acknowledges that the ability of TALX to provide
accurate information is dependent upon receipt of accurate information
from employers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH HEREIN,
TALX MAKES NO OTHER WARRANTIES AS TO THE SERVICE, EXPRESSED OR IMPLIED.
5. TERM AND TERMINATION. This Agreement shall be for an annual term,
and shall be automatically renewed for successive one year terms. Either
TALX or Company may terminate this Agreement upon thirty (30) days prior
written notice to the other. TALX may change the price of the Service
at any time without notice. If TALX believes that Company has breached a
material obligation of this Agreement, TALX may terminate this Agreement
immediately upon notice to Company.
6. LIMITATION OF LIABILITY. In no event shall either party or
its officers, agents or employees be liable for loss of profits or for
indirect, special, incidental or consequential damages arising out of
or related to the performance of this Agreement, even if that party
has been advised of the possibility of such damages. In no event shall
damages of any kind payable by TALX hereunder exceed the sum paid by
Company for the service which causes Company's claim.
7. APPLICABLE LAW AND ARBITRATION. This Agreement shall be governed
by the laws of the State of Missouri. Any controversy or claim arising
out of or relating to this Agreement shall be settled by arbitration
in accordance with the Commercial Arbitration Rules of the American
Arbitration Association in St. Louis, Missouri, and judgment upon the
award entered in any court having jurisdiction.
8. ASSIGNMENT. This Agreement may not be assigned or transferred
by Company without TALX's prior written consent.
9. MISCELLANEOUS. This Agreement sets forth the entire agreement
between the parties regarding the Service. This Agreement may be
amended only by a subsequent writing signed by both parties. --
|
|
