The Clearify platform is owned and operated by ClearTrack HR, LLC. This Consent to the Dependent Verification Services Agreement (this “Agreement”), entered upon your acceptance of these terms, by and between ClearTrack HR, LLC, an Alabama limitedliability company (hereinafter referred to as “Service Provider”), and You (hereinafter referred to as “You,” or “Your”; Service Provider and You may be referred to individually as a “Party” and collectively as the “Parties”).
In consideration of the mutual covenants, promises, and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is acknowledged, the Parties agree as follows: The Parties agree that Service Provider, using its best efforts and the information provided by You, shall conduct a dependent verification audit of Your claimed dependents (“Audit”), in accordance with the Dependent Verification Services Agreement, by and between Service Provider and Your employer(the“AuditedCompany”). Allinformationanddatacollectedisusedsolelyfordependent verification purposes. No user data to be shared outside of verification purposes. You agree to provide certain requested information to Service Provider to facilitate dependent verification. You may be required to either fax, mail, email, or upload documents to support the validity of any claimed dependent.
The term of this Agreement shall be the term of the above-described Dependent Verification Services Agreement. However, You may terminate this Agreement at any time by giving written notice to Service Provider. This Agreement may be terminated by the Service Provider at any time.
You hereby make the following acknowledgements: (1) all information provided to Service Provider by You or the Audited Company will be stored on a web-based platform; (2) You have the authority to disclose any information You provide to Service Provider; (3) You have given permission to audit or use the information disclosed by You or the Audited Company for providing dependent verification services; (4) You have consented to the use of any and all data that Service Provider may have collected previously or may collect in the future; and (5) You are solely responsible for the accuracy and timely input of information to Service Provider.
You hereby grant the following authorizations: (1) to audit the information provided by You or the Audited Company; (2) to use the personal information provided for dependent verification services; and (3) to retain the personal information provided by either You or the Audited Company.
By accepting the rights granted by Service Provider, You agree that You will not, without the prior written consent of Service Provider: (a) attempt to decompile, disassemble, or reverse engineer any program of Service Provider (“Program”); (b) attempt to derive source code or underlying ideas, algorithms, architecture, structure, or organization from the Program; or (c) attempt to defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Program, including without limitation any such mechanism used to restrict or control the functionality of the Program.
Information provided by You, which is not generally known to the public, is hereinafter referred to as “Confidential Information.” Confidential Information shall be used only for providing dependent verification services. Obligations of confidentiality shall not apply to information that: (a) is or becomes available in the public domain through no wrongful act or omission of Service Provider; (b) is already in Service Provider’s rightful possession without an obligation of confidentiality prior to disclosure by You; (c) is rightfully disclosed to Service Provider by a third party without an obligation of confidentiality that is known to Service Provider; (d) is independently developed by Service Provider; or (e) is required to be disclosed by law or pursuant to any order of a court of competent jurisdiction or regulatory order properly served on Service Provider.
Upon the termination of this Agreement and Service Provider’s receipt of Your written request, all documents provided to Service Provider shall be destroyed within ten (10) days from the completion of the dependent verification audit period. You agree that any Confidential Information provided under this Agreement may be retained despite the destruction of the underlying documents or termination of this Agreement. Notwithstanding any other terms or conditions contained in the Agreement, Service Provider shall have no duty to retain Confidential Information after termination of the Agreement.
Service Provider reserves all of the rights with respect to the services and the Program under all applicable national and international laws and treaties for the protection of its intellectual property rights, including, but not limited to, trade secrets, copyrights, trademarks, and patents.
Except as otherwise expressly permitted in the Agreement, You shall not cause or permit unauthorized reproduction or disclosure of any portion of the services or the Program or the delivery or distribution of any part thereof to any third party, for any purpose, without the prior written permission of Service Provider. This restriction shall continue beyond the termination of the Agreement. In the event You become aware of any unauthorized use, copying, reproduction, or disclosure of the services or the Program, You agree to promptly notify Service Provider in writing.
Service Provider warrants that: (1) the Audit will be performed in substantial accordance with the terms and conditions contained in the Agreement, and (2) the Confidential Information disclosed under this Agreement will be used solely for dependent verification services. THE PRECEDING WARRANTIES IN THIS PARAGRAPH, ARE THE ONLY WARRANTIES RELATED TO THE SERVICES PROVIDED BY SERVICE PROVIDER AND ARE MADE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
In no event shall the aggregate liability of the Service Provider, or its affiliates, to You and the Audited Company, for any reason and for all causes of action, exceed the total Fees paid by the Audited Company under the Dependent Verification Services Agreement. Neither Service Provider, or its affiliates, will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption.
Any and all notices, invoices, or other documents to be sent under this Agreement will be given via email and will be effective on the first business day after being sent. The email address for notice to Service Provider shall be info@cleartrackhr.com. The email address for notice to You shall be the email address used to register for the Audit. You agree that You are responsible for making any modifications to Your email system in the event communications are treated as “spam” or blocked in any manner. Further, You shall keep Your email address for notice up- to-date.
This Agreement will be governed by and construed under the laws of the State of Alabama without regard to any conflict of laws provisions. The Parties hereby consent and waive all objections to the exclusive personal jurisdiction of, and venue in, federal or state court located in Madison County, Alabama for the purposes of all cases and controversies involving this Agreement. Any action, suit, or proceeding arising under or in connection with the Agreement must be commenced within two (2) years after the claim or cause of action arises.
Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. You agree not to seek to have any dispute heard as a class action or in any proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS.
If any term of the Agreement is held invalid or unenforceable for any reason, the Parties agree that such invalidity will not affect the validity of the remaining provisions of the Agreement, and the Parties further agree to substitute a valid provision that most closely approximates the intent of the invalid provision.
No part of this Agreement shall be considered waived by Service Provider unless expressly done in writing. Any waiver of any breach or provision of this Agreement shall not operate as or be construed to be a waiver of any subsequent breach or violation. Further, except as otherwise provided herein, the Parties agree this Agreement may only be amended in a writing signed by both Parties.
You may not assign (voluntarily, by operation of law, or otherwise) this Agreement (or any rights or obligations contained herein) without the prior written consent of Service Provider, whose consent shall not be unreasonably withheld. Any permitted assignee shall assume all of Your obligations under this Agreement. Any purported assignment or transfer in violation of this section shall be void.
The Agreement is the entire agreement between You and Service Provider relating to the Audit. The Agreement supersedes all prior or contemporaneous oral or written communications, proposals, and representations with respect to the Audit or any other subject matter covered by the Agreement.
This Agreement shall become effective immediately upon Your acceptance of these terms as acknowledged by marking the box indicating Your acceptance.