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Last Updated 8/14/2020
Click-Wrap Statement of Work for Pre-Transactional Due Diligence Services
This Click-Wrap Statement of Work (“SOW”) describes the Services that VERAFĪ, Inc. (“Company”) will provide to Client under the terms and conditions of the Click-Wrap Services Agreement entered into between the parties (“Agreement”). Additional terms and conditions may be set forth in this SOW. To the extent the terms and conditions of this SOW are inconsistent with those of the Agreement, the terms of this SOW will control with respect to the Services described herein. Capitalized terms used herein shall have the same meaning as those used in the Agreement. This SOW is an attachment to, and is incorporated by this reference into, the Agreement as if fully set forth therein and made a part thereof. This SOW, together with the Agreement, represents the complete and total understanding of the parties regarding the Services to be provided by Company hereunder.
BY SELECTING THE “Yes, I agree to the above terms and conditions of this Statement of Work” OPTION, BELOW, CLIENT (A) ACCEPTS THE SOW AND AGREES THAT CLIENT IS LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENTS AND WARRANTS THAT: (I) IF AN INDIVIDUAL, CLIENT IS 18 YEARS OF AGE OR OLDER; AND (II) THE INDIVIDUAL ACCEPTING THE SOW HAS THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS SOW AND BIND CLIENT TO ITS TERMS. IF CLIENT DOES NOT AGREE TO THE TERMS OF THIS SOW, COMPANY WILL NOT OFFER ITS SERVICES TO CLIENT.
Effective Date: The date on which the Client clicks “Yes, I agree to the above terms and conditions set forth in the Statement of Work.”
1. Services Period. Unless otherwise terminated earlier in accordance with the terms of the Agreement, the Services will end upon the completion of the Services by Company, and payment by Client.
2. Services. The Services outlined in this SOW reflect the initial understanding of Client’s desired Deliverable and Company reserves the right to alter the manner in which Services are provided if Company determines different Services are necessary to complete the Deliverable. Client acknowledges that the Services provided by Company shall be limited to those included in the specific pre-transactional due diligence report(s) selected by the Client on the webportal (i.e., InvestCheck, ExecuCheck, and/or ExecuCheck Plus).
Unless Client specifically identifies a Data Source that it wants Company to include in Services, Client shall defer to Company as to which Data Sources Company selects to conduct Services under this SOW and waives any claim that the Deliverable is incomplete, inaccurate, or deficient because specific Data Source(s) were not used by Company. Company reserves the right to decline to use a database requested by Client; however, under no circumstances will Company access any credit reports or credit information on any subjects.
Moreover, Client defers to Company as to which information to include in the Deliverable(s) and acknowledges that Company is not obligated to include all existing derogatory or favorable information about Subject(s) in Deliverables.
Client also agrees that if Company identifies any negative material information about a subject, Company will advise Client and upon receiving Client’s consent, Company will cease additional research and provide a Deliverable to Client for that Subject that is limited to such negative information.
3. Deliverables. Company shall deliver the following Deliverable:
- A written report containing relevant information on the subject(s) identified by Client on the Pre-transactional Due Diligence Questionnaire (“Due Diligence Questionnaire”) pursuant to the Services set forth in Section 2 of this SOW.
- The draft Deliverable shall be finalized within two (2) business days of a written request from Client; provided, however, that the finalized report shall bear the date of the draft report and the substance of the draft report shall not updated in the finalized report unless agreed to by both parties. If Client does not request finalization of a draft report within thirty (30) days of the Deliverable Due Date, identified below, Client shall be deemed to have accepted the report in draft form.
4. Fees and Terms.
Pricing: Client agrees to the pricing structure for Deliverables set forth on the Company’s webportal and that Client shall pay for all of the Services that it selects on the webportal as setforth herein and in the Agreement.
Costs Incurred: In addition to any Fixed Fees for a due diligence report as set forth above, Client agrees to pay all costs incurred as a result of Services performed on behalf of Client by Company, including without limitation (a) the cost to access any databases that Company does not have a subscription to at the effective date of the SOW which Company determines necessary to conduct its Services, (b) the cost of any materials purchased to produce the Deliverables, and (c) the cost of any travel and per diem payments incurred by Company (“Costs Incurred”).
Start Date: Upon submission of a complete Due Diligence Questionnaire.
Client Provided Background Information: Client shall assist Company by fully completing the Company’s Due Diligence Questionnaire on the subject(s) of the Deliverable(s) with all known information. Client shall promptly respond to requests for additional information known to Client regarding the subject(s) of the Deliverable(s).
Client Certification: Client will comply with the applicable requirements of all federal and state laws and regluations, including without limitation the federal Fair Credit Reporting Act and similar state laws and regulations designed to protect consumers. Accordingly, Client certifies: (1) Client will not use any information contained in the Deliverable(s) in violation of any applicable federal or state equal opportunity law or regulation; and (2) Deliverable(s) will be stored in a secure manner and disposed of in a timely and proper manner.
Completion Date: The Deliverable(s) will be provided to Client by the end of the day five (5) business days after the Start Date; provided, however, that the delivery date shall be extended by three (3) business days for each Subject more than two.
Change Order: If Client desires to initiate changes to the SOW, it shall submit to Company a written request to do so. The request will set forth the nature of Company’s proposed changes to the SOW. Client shall complete and return to Company a written document (“Change Order”) setting forth (i) a written description of the changes to the SOW, (ii) any changes to the schedule, (iii) any changes or additions to the Deliverables and (iv) any changes or additions to the fees. A Change Order will be binding only if signed by both parties. Any and all Change Orders will be governed by the terms and conditions set forth in the Agreement, and are hereby incorporated by this reference once executed. Any additional Deliverables described in the Change Order will be subject to the payment provisions as described in Section 7 of the Agreement.
Document Destruction: Unless prohibited by applicable federal or state law, the following documents related to the Serivces shall be destroyed or deleted after delivery of the final Deliverable(s) to the Client as set forth below: (1) drafts of the Deliverable(s) shall be deleted immediately; (2) report research shall be retained by the Company for sixty (60) days; and (3) the final report and Due Diligence Questionnaire shall be retained for ninety (90) days.