AGREEMENT BETWEEN USER AND SurePayroll

Use of the SurePayrollScreening.com web site (the "Site") is subject to these Terms of Use (sometimes referred to as this "Agreement"). The Site is comprised of various Web pages operated by SurePayroll or third party service providers (collectively, "Provider").

The Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. As used herein the terms "you" and "User" refer to the individual accessing the Site and/or ordering or using the Services and the entity on whose behalf such person is accessing the Site and/or ordering or using the Services ("Entity"). "Entity" includes any entity identified by an individual as the party purchasing, ordering, or using the Services and any entity employing or engaging an individual who accesses the Site. Any individual accessing the Site on behalf of an entity or ordering or using services on behalf of an entity represents that he or she has the power to bind such entity to this Agreement. Your use of the Site constitutes your agreement to all terms, conditions, and notices at the Site and in this Agreement. User agrees that this Agreement is between SurePayroll on the one hand and User on the other hand. User agrees that SurePayroll may enforce this Agreement against User.

These Terms of Use also set forth the terms and conditions that govern the use of, and the terms and conditions upon which Provider provides certain screening, evaluation, testing, reporting and assessment services accessed via or available via the Site (the "Services").

Certain Services are subject to additional terms and conditions associated with such Services, including agreements with the providers of those particular Services, and those terms and conditions are indicated at the web pages on the Site where such Services are ordered and/or in documentation associated with those Services and constitute additional terms and conditions by which User is bound.

MODIFICATION OF THESE TERMS OF USE

SurePayroll reserves the right to change the terms, conditions, fees, and notices under which the Site and Services are offered. Provider will endeavor to, but shall not be obligated to, provide thirty (30) days prior notice of any material change, including fees. Notice may be provided in writing, electronically or via the Site. The timing of an advance notice of change may be shortened when permitted or required by law. If User does not wish to be bound by such change, it may discontinue using and terminate the Service before the change becomes effective. If User continues to use the Service after the change becomes effective, it will be bound by the change. User has the responsibility to ensure that User's address, including any electronic address(es), and account information in Provider's records is accurate and represents that all information User provides in connection with obtaining the Services will be accurate.

LINKS TO THIRD PARTY SITES

The Site may contain links to other web sites ("Linked Sites"). The Linked Sites are not under the control of SurePayroll and SurePayroll is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. SurePayroll is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by SurePayroll of the Linked Sites or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Site, you warrant to SurePayroll that you will not use the Site for any purpose that is unlawful or prohibited by this Agreement. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

User may not: (i) modify, revise, translate or create any derivative works of the Site or supporting documentation; or (ii) decompile, reverse engineer, disassemble or otherwise attempt to derive the source code for the Site.

You hereby represent to Provider that you have not misrepresented yourself, your contact and payment information, and your purpose for viewing and using the Site and/or any Services.

User may use information obtained from the Site only in connection with the particular transaction and purpose for which such information was originally requested. User shall not re-license, resell, or further distribute information.

User is prohibited from making available for the use of others information, in any form, obtained from the Site, unless required by law where User has notified SurePayroll or unless User first obtains SurePayroll's consent.

Provider retains all ownership rights in the information provided through the Site and Services, while the User only obtains the limited grant of rights explicitly granted in these Terms of Use.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL OR OTHER ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SUREPAYROLL AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE OR SERVICES AT ANY TIME. ADVICE RECEIVED VIA THE SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

SUREPAYROLL AND ITS SUPPLIERS, AGENTS, CONTRACTORS, SERVICES PROVIDERS AND AFFILIATES, INCLUDING ITS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND CONTRACTORS (EACH AN "INDEMNIFIED PARTY") MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED ON OR OFFERED VIA THE SITE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SUREPAYROLL AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SUREPAYROLL AND/OR ANY INDEMNIFIED PARTY BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE AND/OR SERVICES, WITH THE DELAY OR INABILITY TO USE THE SITE AND/OR SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE AND/OR SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SUREPAYROLL OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL PROVIDER'S OR ANY OTHER INDEMNIFIED PARTY'S LIABILITY FOR ANY ACT OR OMISSION RELATING TO THE SERVICES EXCEED THE TOTAL CHARGE FOR SERVICES PROVIDED TO USER. USER AGREED TO PROVIDE SUREPAYROLL IMMEDIATE WRITTEN NOTICE OF ANY AND ALL ACTIONS, CLAIMS, LOSSES, OR DAMAGES ARISING OUT OF THE USE OF THE SITE AND/OR SERVICES.

USER AGREES TO RELEASE, DISCHARGE, INDEMNIFY, DEFEND AND HOLD PROVIDER AND INDEMNIFIED PARTIES HARMLESS AGAINST ALL LIABILITIES, CLAIMS, DEMANDS, DAMAGES, LOSSES, FINES, JUDGMENTS, DISPUTES, COSTS, CHARGES AND EXPENSES MADE BY COMPANY OR OTHERS RESULTING FROM, ARISING OUT OF OR RELATED TO IN WHOLE OR IN PART, DIRECTLY OR INDIRECTLY, PROVIDER'S OR ANY OTHER INDEMNIFIED PARTY'S PROVISION OF THE SERVICE, RELIANCE ON INFORMATION AND DATA FURNISHED BY USER OR RESULTING FROM ACTIVITIES THAT PROVIDER OR ANY OTHER INDEMNIFIED PARTY UNDERTAKES AT USER'S REQUEST, OR AT THE REQUEST OF ANYONE PROVIDER OR ANY OTHER INDEMNIFIED PARTY BELIEVES IN GOOD FAITH TO BE AN AUTHORIZED AGENT OF USER INCLUDING, WITHOUT LIMITATION, COSTS, REASONABLE ATTORNEYS' FEES AND EXPERT WITNESSES' FEES INCURRED IN CONNECTION WITH SUCH CLAIMS.

IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

SERVICE CONTACT : customerservice@surepayrollscreening.com

TERMINATION/ACCESS RESTRICTION

SurePayroll reserves the right, in its sole discretion, to terminate your access to the Site and the Services or any portion thereof at any time, without notice, for reasons including by not limited to a violation of these Terms of Use.

GENERAL TERMS AND CONDITIONS

This Agreement is governed by the laws of the State of Illinois, without regard to the conflicts of laws principles thereof and you hereby consent to the exclusive jurisdiction and venue of any state or federal court sitting in Cook County, Illinois, in all disputes arising out of or relating to the use of the Site and/or Services (subject to the Alternative Dispute Resolution provisions below, as applicable). You also agree not to bring any action or proceeding arising out of, or relating to, these Terms of Use in any court other than any state or federal court sitting in Cook County, Illinois. Your use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Provider as a result of this Agreement or use of the Site. SurePayroll's performance of this Agreement is subject to existing laws and legal process, and nothing contained in this Agreement is in derogation of Provider's right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Provider with respect to such use. If any part of this Agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement shall continue in effect. Unless otherwise specified herein, this Agreement constitutes the entire agreement between the user and SurePayroll with respect to the Site and Services it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the User and SurePayroll with respect to the Site and Services. In the event of any irreconcilable conflict between this Agreement and additional terms and conditions applicable to the Services, unless otherwise specified in writing by SurePayroll in connection with the provision of such Services, this Agreement will be given precedence. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

Data furnished by User will be treated in accordance with the Privacy Policy for the Site; provided, however, that SurePayroll will not have liability if such data is released through other sources, or if Provider, its or their employees and agents release the data because of a reasonable belief that User has consented to such disclosure. User acknowledges and agrees that to the extent User was referred to SurePayroll by a third party, SurePayroll may disclose statistical information regarding the User's use of the Service to such third party and its affiliates for marketing and analysis purposes.

To assure that User's inquiries are handled promptly, courteously and accurately, Provider may monitor and/or record telephone conversations and electronic communications between User and Provider without additional prior notification to User, and User will so advise any parties who communicate with Provider by telephone or electronic means on User's behalf.

This Agreement, together with the terms and conditions for the Services, as applicable, constitute the entire Agreement between Provider and User regarding the Site and Services.

ALTERNATIVE DISPUTE RESOLUTION

Notwithstanding any other provision in this Agreement, if either User or Provider have any unresolvable dispute, controversy or claim, whether founded in contract, tort, statutory or common law, concerning, arising out of or relating to this Agreement or the service, including any claim regarding the applicability, interpretation, scope or validity of this arbitration clause and/or this Agreement (a "Claim") and upon the demand of either party, it will be settled by individual (not class or class-wide) binding arbitration administered by the American Arbitration Association ("AAA") in accordance with the then current Commercial Financial Disputes Arbitration Rules, including any expedited procedures. A demand that a Claim be submitted to arbitration may be made before the initiation of any legal proceeding or within ninety (90) days following the service of a complaint, third-party complaint, cross-claim or counterclaim and if a party in a pending legal proceeding demands a Claim to be submitted to arbitration, the party initiating the action will immediately dismiss the legal proceeding and file the claim in arbitration. Arbitration hearings will be held in a mutually agreeable location or if no such agreement can be reached, the city where the dispute occurred. A single arbitrator will be appointed by AAA and shall be a practicing attorney or retired judge having experience with and knowledge of employment and online commerce law. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including attorneys' fees and expert witness fees. A judgment on the award may be entered by any court having jurisdiction. The parties agree and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act (Title 9 of the United States Code) shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement.

JURY TRIAL WAIVER. USER AND PROVIDER HEREBY KNOWINGLY, VOLUNTARILY, INTENTIONALLY AND IRREVOCABLY WAIVE THE RIGHT TO A TRIAL BY JURY IN RESPECT TO ANY LITIGATION BASED HEREON OR RELATING TO THE SERVICE OR ANY OTHER DISPUTE OR CONTROVERSY BETWEEN THE PARTIES. FURTHER, COMPANY AND PROVIDER HEREBY AGREE THAT ANY LITIGATION WILL PROCEED ON AN INDIVIDUAL BASIS AND WILL NOT PROCEED AS PART OF A CLASS ACTION.

TRADEMARKS

The names of entities and products mentioned herein and at the Site may be the trademarks of their respective owners. Product, entity, and individual names and events used as examples at the Site are fictitious. No association with any real entity, product, individual or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

You may not use the Site in violation of any applicable laws or regulations.