Terms and Conditions
Last Revised: November 27, 2023
A. CONDITIONS TO ACCESSING SITE AND OBTAINING SERVICES
ShieldHub Inc. (also referred to as “ShieldHub,” “we,” “us,” or “our”) provides access to certain services through the website of ShieldHub Inc. (“https://www.shieldhub.com” or the “Site”).
ShieldHub is an innovative provider of technology with the primary mission of building an ecosystem of trust between interested parties. ShieldHub connects to trusted Consumer Reporting Agencies (CRA)s to facilitate the individual background check process. ShieldHub is not a CRA.
Except as expressly provided herein, these Terms of Service (“Terms”) shall contain the terms and conditions that govern your access to and use of the services, including those available on and through the Site and other websites or mobile applications offered by ShieldHub, its affiliates and partners, including but not limited to: facilitating the process of obtaining, delivering, and managing background reports and related documentation; making accessible certain data regarding an individual’s background; ShieldHub’s processes for making accessible and passing-through disparate sources of background data; continuous monitoring of background data; coordinating the resolution of potential data discrepancies; requesting a copy of your consumer file; and/or coordinating any disputes relating to your background check (collectively, the “Services”) without deleting or merging duplicate information.
ShieldHub licenses its proprietary scoring enablement tools to the CRA Partner for development of an individual ShieldScoreTM (IC Score). ShieldHub’s scoring enablement tools are based upon a composite model and do not include predictive modeling.
Your access to the Site and/or use of the Services, and any work product thereof, is conditioned on your acceptance of and compliance with the Terms as detailed herein.
B. ACCEPTANCE OF TERMS
Acceptable Use Policy (AUP)
IF YOU DO NOT AGREE TO THESE TERMS, YOU MAY NOT ACCESS OUR SITE OR OBTAIN OUR SERVICES.
ShieldHub reserves the right, in its’ sole discretion, to revise and amend these Terms at any time by posting the changes, via amended or new policies, on the Site. All changes are effective upon the posting to the Site. The most recently published version of the Terms shall be available on our Site, and the Last Revised date of the current version shall be located in the header of the Terms as posted. By continuing to access and/or use the Services following the posting to the Site of any new, updated, or revised Terms, you agree to be bound by the revised Terms, except as provided in the Arbitration and Class Action Waiver section as detailed below. ShieldHub may, with or without prior notice, terminate any of the rights granted by these Terms. ShieldHub will provide you with any additional notices or choices with respect to such changes as required by applicable law.
C. USER RESPONSIBILITIES AND USE OF SERVICES
These Terms apply to any and all ShieldHub customers who are individuals that directly access the Site to obtain the ShieldHub Services, to obtain their background check data (“Individual Users,” “you” or “your”) including but not limited to all businesses, and nonprofit organizations, who directly utilize the Services (“User,” “you,” or “your”) to obtain interested third-party background check data or periodic background check related data with the intent for ongoing work engagement activities including each User’s heirs, assigns and successors.
If you are a User that accesses the Services on behalf of a business entity, you represent and warrant that you have the authority to bind that entity, your acceptance of the Terms will be deemed an acceptance by that entity, and “you” and “your” herein shall refer to that entity.
Age Restrictions: The Site is not directed to children under 13 years old. You must be the age of majority in your jurisdiction to generate a background check and/or access the Services on our Site. If you are under 13 years old you may not register on the Site, provide personal information to Shield Hub, or make a purchase on the Site.
As an Individual User that is seeking to obtaining access to the Services, you may authorize ShieldHub’s third-party CRA partners to obtain background data about you (also known as background check reports or investigative consumer reports) through ShieldHub’s site. If you provide such authorization, you understand and agree that:
- the party you authorize may obtain information about your character, general reputation, personal characteristics, and/or mode of living, which can involve personal interviews with sources such as your neighbors, friends, or associates;
- reports may include checks regarding your criminal history, credit history, eviction records, social security trace, motor vehicle records (“driving records”), drug screening, verification of your education or employment history or other background checks; and
- any law enforcement agency, administrator, state or federal agency, institution, school, or university (public or private), information service bureau, employer, or insurance company may furnish any and all background information requested by ShieldHub third-party partners and managed through ShieldHub’s site.
If you are a User that accesses the Services on behalf of a business entity that is seeking to obtain access to the Services, you represent and warrant that you possess a valid permissible purpose and legitimate business need for obtaining access to the Services.
By accessing or using the Services, you represent and warrant that you shall comply with all applicable Federal and State law, including but not limited to the Fair Credit Reporting Act (FCRA) and the Equal Credit Opportunity Act (ECOA).
The User further acknowledges that the permissible purposes for use of the Services is the sole responsibility of the business entity to ensure compliance with Federal, State, and Local employment classification laws including but not limited to those contained within the Fair Labor Standards Act (FSLA) and California’s Assembly Bill 5 (AB5).
In the event that the background check data use is for employment purposes, the User shall certify as follows:
- A clear and conspicuous disclosure has been made in writing to the consumer by User (in a document that consists solely of the disclosure) stating that a consumer report may be obtained for employment purposes;
- The consumer has authorized in writing the procurement of the consumer report that is being ordered;
- The Services, or information therefrom, as provided by the Site will not be used in violation of any applicable Federal or State equal employment opportunity law or regulation, or any other applicable law; and
- If applicable, the Consumer and/or the User will comply with the adverse action requirements described in Section 604(b)(3) of the Fair Credit Reporting Act, as well as any other pertinent adverse action requirements.
To the extent that that the individual about which you are utilizing background report related data for work related purposes resides in California, is applying to work in California, or presently works in California, you, the User, certify that you have met all California legal requirements for obtaining an investigative consumer report from the Site. Among other things, you certify that:
- You provided the worker an opportunity to check a box on a document to indicate that he/she would like a copy of the report, and such document included CRA Partner’s name, address, and telephone number and how to contact the CRA partner;
- You will provide a copy of the report to the Consumer within three business days of receiving the report from the CRA Partner if the Consumer checks the box requesting a copy of the report; and
- You will comply with Cal. Civ. Code 1786.40, if the taking of adverse action is a consideration.
To the extent these Terms conflict with our Services Agreement, the Services Agreement governs. If you enter into an agreement with ShieldHub providing different or additional terms regarding ShieldHub’s Services and there is a conflict between a provision in these Terms and a provision in such agreement, the latter takes precedence with respect to the provision in conflict.
D. INTELLECTUAL PROPERTY AND LIMITED LICENSE
All intellectual property rights in connection with the Site and Services shall be owned by ShieldHub absolutely and in their entirety. These rights include database rights, patents, copyrights, trademarks (whether registered or unregistered), trade dresses, trade secrets, design rights (whether registered or unregistered) know-how, mask works, moral rights, and all similar rights that may exist now or later in any jurisdiction, including without limitation any applications and registrations for the foregoing, and the ShieldHub name, logos, designs, domain names, graphics, icons, scripts, service marks, features, functions, text, graphics, button icons, scripts, service marks, images, software, data compilations and other distinctive brand features, and the compilation and organization thereof (collectively, “Intellectual Property Rights”).
All such Intellectual Property Rights are and will remain the exclusive property of ShieldHub and its subsidiaries, affiliates, partners, and licensors, and are protected by United States and international laws, including laws governing copyrights and trademarks. And except as explicitly provided herein, or as required under applicable law, nothing in these Terms gives you a right to use the Intellectual Property Rights, and neither the Services nor any portion of the Site may be used reproduced, duplicated, copied, sold, resold, accessed, modified, or otherwise exploited, in whole or in part, for any purpose without our express, prior written consent.
Subject to these Terms, ShieldHub grants you a worldwide, limited, revocable, non-exclusive license to access and use the Site and Services as they are provided to you by ShieldHub for your personal, non-commercial use only. The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license, or sublicense with respect to any of the rights granted hereunder without ShieldHub’s prior written permission, which it may withhold in its sole discretion. You acknowledge that ShieldHub is the owner and licensor of the Intellectual Property Rights and that your use of the Intellectual Property Rights confers no additional interest in or ownership of the Intellectual Property Rights.
Please be advised that all aspects of the Services are subject to change or termination at ShieldHub’s sole discretion. Violation of any provision of this License may result in immediate termination of the License, in ShieldHub’s sole discretion.
E. YOUR ACCOUNT
You are required to register an account with ShieldHub to utilize the Services, including access to the background check management platform offered by ShieldHub to:
- Request individual background check reports and data through our CRA Partner(s);
- Utilize ShieldHub’s proprietary background data monitoring service ShieldPulseTM or
- Validation of an anonymized ShieldIDTM (ABC#) and ShieldScoreTM (IC Score).
You are responsible for maintaining the confidentiality of your account, username, and password and for restricting access to your computer in accordance with ShieldHub’s Acceptable Use Policy (AUP). If there has been unauthorized use of your password or account, please notify us immediately by email at firstname.lastname@example.org.
You are responsible for providing and maintaining current, complete, accurate and truthful information on your account. You agree to accept responsibility for all activities that occur with your permission or authorization under your account, username and/or password.
If you are under the legal age to form a binding contract in your jurisdiction, you represent that your parent or legal guardian has reviewed and agreed to these Terms on your behalf. If you are accessing and using the Site and Services on someone else’s behalf, you represent that you have the authority to bind that person as the principal to all Terms provided herein, and to the extent you do not have such authority you agree to be bound to these Terms and to accept liability for harm caused by any wrongful use of the Site or Services resulting from such access or use. We reserve the right to refuse service and/or terminate accounts without prior notice if these Terms are violated or if we decide, in our sole discretion, that it would be in our best interest to do so.
F. USER CONTENT
We may, in our sole discretion, permit you to post, upload, publish, submit, or transmit content through the Services (“User Content”). You hereby grant ShieldHub a perpetual, worldwide, irrevocable, unrestricted, non-exclusive, royalty-free license to use, copy, license, sublicense, display, adapt, distribute, display, publicly perform, reproduce, transmit, modify, edit and otherwise exploit such User Content throughout the world to provide the Services and for the purposes for which you submit such User Content, including for ShieldHub to transmit dispute or reconsideration information to third party partners who have generated background reports about you. You acknowledge and agree that you are solely responsible for all User Content that you submit through the Services.
You represent and warrant that you either are the sole and exclusive owner of all User Content that you submit, or you control all rights, licenses, consents, and releases that are necessary to grant to ShieldHub the rights in such User Content, as contemplated under these Terms. You agree not to engage in or assist or encourage others to engage in transmitting, uploading, posting, publicizing, submitting, e-mailing, sharing, distributing, reproducing, or otherwise making available User Content (or any portion thereof) that (a) is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of another’s privacy, hateful, or racially, ethnically, or otherwise objectionable; (b) you do not have a right to make available under any law or under contractual or fiduciary relationships; (c) is known by you to be false, fraudulent, inaccurate or misleading; (d) you were compensated for or granted any consideration for by any third party; or (e) will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
ShieldHub is in no way responsible for examining or evaluating User Content, nor does ShieldHub assume any responsibility or liability for the User Content. ShieldHub does not endorse or control the User Content transmitted or posted on the Site or through the Services, and therefore, ShieldHub does not guarantee the accuracy, integrity, or quality of User Content. You understand that by using the Site and Services, you may be exposed to User Content that is offensive, indecent, or objectionable to you. Under no circumstances will ShieldHub be liable in any way for any User Content, including without limitation, for any errors or omissions in any User Content, or for any loss or damage of any kind incurred by you as a result of the use of any User Content transmitted, uploaded, posted, e-mailed, or otherwise made available via the Site. You hereby waive all rights to any claims against ShieldHub—including but not limited to any alleged or actual infringements of any proprietary rights, rights of privacy and publicity, moral rights, and rights of attribution—in connection with User Content.
You acknowledge that ShieldHub has the right (but not the obligation) to refuse to post or remove any User Content and ShieldHub reserves the right to change, condense or delete any User Content. Without limiting the generality of the foregoing or any other provision of these Terms, ShieldHub has the right to remove any User Content that violates these Terms or is otherwise objectionable and ShieldHub reserves the right to refuse service and/or terminate accounts without prior notice for any users who violate these Terms or infringe the rights of others.
G. USE RESTRICTIONS
THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18 OF THE UNITED STATES CODE OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.
You represent and warrant that you will not do, attempt to, or cause any third-party to, or attempt to, any of the following in connection with your use of the Site or Services:
- Misrepresent yourself, your identity, or any information about you;
- Use, or attempt to use, the Site or Services for any unauthorized purposes (e.g. to obtain information related to background checks on someone other than you or to request an unauthorized background check);
- Use the Site or Services for the benefit of any third-party without ShieldHub’s express, prior, written permission;
- Copy, distribute, rent, lease, lend, sublicense, or transfer the Services, or make the Services available to any third party, including your affiliates, parents, or subsidiaries, without ShieldHub’s express prior written consent;
- Modify, decompile, reverse engineer, or disassemble the Site or Services or otherwise attempt to discover any underlying source code, ideas, algorithms, file formats or programming interfaces;
- Create derivative works based on the Services; (iv) modify, remove, or obscure any copyright, trademark, patent or other notices or legends that appear on the Services; or (v) use the Services to develop a competitive product offering;
- Access the Site or Services for improper, illegal, or unauthorized purposes, including, but not limited to, in violation of the Fair Credit Reporting Act, Civil Rights Act, or Equal Employment Opportunity Act;
- Use any meta data, “hidden text,” agents, robots, scripts, spiders, crawlers, or other tools or means, whether manual or automated, to collect, scrape, index, mine, republish, redistribute, transmit, sell, license, download, access or manage the Services, Site (except caching or as necessary to view the Site), or the personal information of others without ShieldHub’s prior written permission or authorization;
- Take any action that (i) may unreasonably encumber the Services’ infrastructure; (ii) bypasses measures that are used to prevent or restrict access to the Services; (iii) circumvents, disables, or otherwise interferes with security features of the Services; (iv) distribute, transmit, upload, post, e-mail, share, distribute, reproduce, or otherwise make available any software viruses, malware, program, code, file, or other technology or material intended to interrupt, disrupt, alter, destroy, or limit any part of the Site or Services, or that may harm Customers or Users; or (v) use the Site or Services in a way that violates any of the Intellectual Property Rights, or other rights of any third party, including privacy or publicity rights, or take any action that would jeopardize or impair ShieldHub’s rights as owner of the Intellectual Property Rights or the legality and/or enforceability of the Intellectual Property Rights, including challenging or opposing ShieldHub’s ownership in the Intellectual Property Rights:
(i) Intentionally violate any applicable local, state, national, or international law;
(ii) Use the Site or Services for any reason not explicitly authorized by these Terms;
(iii) Frame or utilize framing techniques to enclose the Site or any portion thereof; and/or
(iv) Attempt to indirectly undertake any of the foregoing.
H. AUTHORIZATION FOR BACKGROUND CHECK AND CERTAIN RIGHTS UNDER THE FCRA
The Services may allow you to request a copy of your background check or background reports about you. By requesting a copy, you authorize ShieldHub and its contractors/providers/partners to use the information you provide to us for the purposes of managing the background check process and background check data for you. You agree that ShieldHub has no obligation to monitor background data, unless expressly requested as part of the Services, or edit the information you submit to us, and that you acknowledge that you are solely responsible for the completeness and accuracy thereof.
Nothing in these Terms shall affect your right: a) to access certain information in your file by contacting the third-party CRA, or b) to notify the CRA and request the investigate information in your background check that you believe is inaccurate or incomplete, each as provided in 15 U.S.C. §§ 1681c-1, 1681g, and 1681i, of the FCRA.
By requesting a copy of your background check, you further acknowledge receipt of and certify that you have reviewed and fully understand the following statutory notices:
Summary of Your Rights Under the Fair Credit Reporting Act (16 C.F.R. Part 601) located at:
Remedying the Effects of Identity Theft located at:
Notice to Users of Consumer Reports (16 C.F.R. Part 601) located at:
Human Trafficking Victim Rights located at:
In connection with your use of the Services, ShieldHub or its third-party partner may charge certain fees (“Fees”) when you order a background report. You agree to pay all applicable Fees or charges based on the terms then in effect. Once Services have been initiated, Fees are nonrefundable. Payment processing services provided by a third-party payment processor are subject to its terms. All inquiries regarding Services and delivery of reports, including timing or delays, should be made to your assigned third-party CRA partner. General support inquiries can be made at ShieldHub at https://support.shieldhub.com.
J. ACCURACY OF INFORMATION
Shieldhub will attempt to be as accurate as possible when describing our Services on the Site; however, we do not warrant that the content available on the Site is accurate, complete, reliable, current, or error-free. This Site may contain typographical errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information at any time without prior notice.
K. WARRANTIES AND DISCLAIMERS
Each party represents and warrants to the other that: (i) it has the full power and authority to accept these Terms; and (ii) the understanding that these Terms constitute a legal, valid, and binding obligation.
DISCLAIMER. YOU ACKNOWLEDGE THAT THE SITE AND ITS CONTENT AND SERVICES ARE PRESENTED “AS IS.” SHIELDHUB OBTAINS THE INFORMATION IN ITS REPORTS FROM THIRD PARTY SOURCES “AS IS”, AND THEREFORE PROVIDES THE INFORMATION TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. SHIELDHUB MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM THE COURSE OF DEALING OR A COURSE OF PERFORMANCE IN CONNECTION WITH THESE SITE TERMS OR THE SITE OR ITS CONTENT OR SERVICES, INCLUDING BUT NOT LIMITED TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY REPORTS, THAT THE REPORTS WILL MEET YOUR NEEDS, OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS. SHIELDHUB EXPRESSLY DISCLAIMS ANY AND ALL SUCH REPRESENTATIONS AND WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, SHIELDHUB EXPRESSLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR PERFORMANCE. SHIELDHUB AND ITS SUPPLIERS, LICENSORS, PARTNERS, AND SERVICE PROVIDERS DO NOT WARRANT THAT THE FUNCTIONALITY AND INFORMATION PROVIDED BY THE SERVICES WILL BE CORRECT, UNINTERRUPTED OR ERROR-FREE OR THAT DEFECTS WILL BE CORRECTED.
You agree to defend, indemnify and hold ShieldHub, and its subsidiaries, affiliates, partners, licensors, directors, officers, employees, and agents (the “Indemnified Parties”) harmless for any damages, losses, judgments, costs, or expenses, including reasonable attorneys’ fees, arising from any third party claim, action, or demand (collectively “Claims”) arising out of or relating to: (a) your use of the Site, Services or User Content in violation of any law, rule, regulation, or your breach of any covenants, representations or warranties of these Terms; (b) any part of your User Content; or (c) your willful or malicious conduct relating to any violation described in this section. You also agree to indemnify the Indemnified Parties for any loss, damages, or costs, including reasonable attorneys’ fees, resulting from your use of software robots, spiders, crawlers, or similar data gathering and extraction tools, or any other action you take that imposes an unreasonable burden or load on our infrastructure.
M. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, SHIELDHUB AND ITS SUBSIDIARIES, AFFILIATES, PARTNERS, LICENSORS, DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS WILL NOT BE RESPONSIBLE OR LIABLE IN CONTRACT, WARRANTY OR IN TORT (INCLUDING NEGLIGENCE) FOR ANY (a) INTERRUPTION OF SERVICES; (b) ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE; (c) DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION, OR OTHER MODIFICATION; (d) LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH OR THE PRESENCE OF OFF-WEBSITE LINKS ON THE SITE; (e) COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE OR SERVICES; (f) ANY INACCURACIES, ERRORS OR OMISSIONS IN CONTENT OR (g) EVENTS BEYOND OUR REASONABLE CONTROL.
FURTHER, SHIELDHUB WILL NOT BE LIABLE IN CONTRACT, WARRANTY, OR IN TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY FOR ANY INDIRECT, PUNITIVE, SPECIAL, RELIANCE, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY KIND (INCLUDING LOSS OF REVENUE OR PROFITS) ARISING OUT OF OR RELATING TO THESE TERMS, THE SITE OR YOUR USE THEREOF, INCLUDING THE USE OR INABILITY TO USE THE SERVICES, OR FOR ANY INFORMATION OBTAINED FROM OR THROUGH THE SERVICES, EVEN IF SHIELDHUB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND IN NO EVENT EXCEED THE AMOUNT PAID TO SHIELDHUB OR ITS PARTNERS UNDER THIS AGREEMENT DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE INITIATION OF ANY CLAIM FOR DAMAGES.
N. ARBITRATION AND CLASS ACTION WAIVER
IMPORTANT NOTICE: THIS AGREEMENT CONTAINS A BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER. THIS PROVISION AND WAIVER AFFECTS YOUR LEGAL RIGHTS UNLESS YOU AFFIRMATIVELY OPT OUT, AS DETAILED IN THE ARBITRATION AND CLASS ACTION WAIVER SECTION BELOW.
THIS SECTION WILL, WITH LIMITED EXCEPTION, REQUIRE YOU AND SHIELDHUB TO SUBMIT CLAIMS AGAINST EACH OTHER TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION IN COURT.
- Agreement to Arbitrate
In exchange for the benefits of the speedy, economical, and impartial dispute resolution procedure of arbitration, You and ShieldHub mutually agree to give up our right to resolve disagreements in a court of law by a judge or jury, and, as described below, agree to binding and final arbitration pursuant to the Federal Arbitration Act, 9 U.S.C. § 1, et seq. You and ShieldHub agree that this arbitration agreement is governed by the Federal Arbitration Act and shall survive even after these Terms or any Services terminate.
- Claims Covered by Arbitration
Other than the exceptions in Section N.4, You and ShieldHub agree that any disagreement, claim, or controversy arising out of or relating in any way to these Terms (including its enforcement, breach, performance, interpretation, validity, or termination), or Your access to and/or use of the Services, or the provision of content, services, and/or technology on or through the Services (hereinafter, “Claims”), shall be resolved by final and binding arbitration to the fullest extent allowed by law.
- Delegation to Arbitrator
If there is a disagreement about the arbitrability of any Claim (including questions about the scope, applicability, interpretation, validity, and enforceability of this arbitration agreement), You and ShieldHub agree that this threshold disagreement shall be delegated to the arbitrator (not a court) and that the arbitrator shall have initial authority to resolve such threshold disagreements.
- Claims Not Covered by Arbitration
This arbitration agreement shall not require arbitration of the following types of claims: (1) small claims actions demanding $10,000 or less brought on an individual basis and within a small claims court’s jurisdiction; and (2) applications for provisional remedies, preliminary injunctions, and temporary restraining orders, including those relating to actual or threatened infringement, misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
- Class Action Waiver
Except as otherwise required under applicable law, You and ShieldHub agree to bring and resolve any Claims only on an individual basis, and not as a named-plaintiff or class member in any class or representative proceeding. You and ShieldHub acknowledge and agree that we are each waiving the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, or any other representative proceeding as to all Claims (hereinafter, “Class Action Waiver”). Further, the arbitrator may not consolidate more than one party’s claims and may not preside over any class, consolidated, or representative proceeding, unless you and ShieldHub agree otherwise in writing.Notwithstanding any other provision of this arbitration agreement or the American Arbitration Association (“AAA”) Rules, specific disagreements about the scope, applicability, enforceability, revocability, or validity of this Class Action Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If there is a final determination that the Class Action Waiver is unenforceable as to certain claims brought on a class or representative basis, then those claims shall be severed from any remaining claims and may proceed in court, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to any remaining claims to the fullest extent possible.
- Arbitration Rules, Procedures, and Costs
You and ShieldHub agree that the arbitration shall be administered by the AAA before a single arbitrator mutually agreed upon by the parties, and if the parties cannot agree within thirty (30) days after names of potential arbitrators have been proposed, then by a single arbitrator who is chosen by the AAA. The arbitrator will apply the terms of this arbitration agreement and the applicable AAA rules, which are available at www.adr.org or by calling 1–800–778–7879. If You are an individual person, the arbitrator shall apply the AAA Consumer Arbitration Rules. If You are not an individual person, but are an entity or company, the arbitrator shall apply the AAA Commercial Arbitration Rules.If You are an individual person and bring a claim solely for monetary relief of $10,000.00 or less: ShieldHub will agree to pay for any filing, administrative, or hearing fees charged by the AAA. If the arbitrator finds that the substance of Your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.
If You are an individual person and bring a claim for monetary relief exceeding $10,000.00: The AAA Consumer Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA, including limiting Your filing fee to $200.00. In addition, fee waivers or other forms of cost relief at the arbitrator’s discretion may be available. If the arbitrator finds that the substance of Your claim or the relief sought is frivolous or brought for an improper purpose, however, then the allocation of fees will be governed by the AAA Consumer Arbitration Rules.
If You are not an individual person: The AAA Commercial Arbitration Rules will govern payment of administrative or hearing fees charged by the AAA.
The arbitrator shall have the power to decide any motions, including dispositive or summary judgment motions, brought by any party to the arbitration. The arbitrator may grant any remedy, relief, or outcome that the parties could have received in court to resolve the party’s individual claim, including awards of attorney’s fees and costs, in accordance with the law or laws that apply to the Claim. The arbitrator shall provide in writing to the parties the basis for any award or decision. Judgment upon any award rendered in such arbitration will be binding and may be entered in any court with proper jurisdiction.
Except for the Class Action Waiver in Section N.5, if any clause within this arbitration agreement is found to be illegal or unenforceable, that specific clause will be severed from this arbitration agreement, and the remainder of the arbitration agreement will be given full force and effect.
If you are an individual person, You have the right to opt-out and not be bound by this arbitration agreement by sending written notice to ShieldHub—clearly indicating your intent to opt out of this arbitration agreement and including the name, phone number, and email address associated with your account—via email (email@example.com) or U.S. Mail (ShieldHub Inc., Compliance Department, 5100 Buckeystown Pike, Suite 250, Frederick, MD 21704). Your opt-out notice must be sent within 30 days of Your agreement to these Terms.
If You do not opt-out of this arbitration agreement within the 30-day period, You and ShieldHub shall be bound by the terms of this arbitration agreement in full. If You opt-out of this arbitration agreement within the 30-day period, it will not affect any other, previous, or future arbitration agreements that You may have with ShieldHub.
P. PRE-ARBITRATION NOTIFICATION AND NEGOTIATION PROCESS
Prior to initiating an arbitration, You and ShieldHub each agree to first attempt to negotiate an informal resolution of any Claims covered in Section N.B. This pre-arbitration negotiation shall be initiated by providing written notice to the other party—including a brief written statement describing the name, address, and contact information of the notifying party, the facts giving rise to the Claim, and the relief requested. You must send such written notice to ShieldHub via email (firstname.lastname@example.org) or U.S. Mail (ShieldHub Inc., Compliance Department 5100 Buckeystown Pike, Suite 250, Frederick, MD 21704); ShieldHub will send such written notice to the email address You have provided to ShieldHub.
During this pre-arbitration negotiation, all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, and attorneys are confidential, privileged, and inadmissible for any purpose, including as evidence of liability, in arbitration or other proceeding involving the parties.
After a good faith effort to negotiate, if You or ShieldHub believe a Claim covered in Section N.2 cannot be resolved informally, the party intending to pursue arbitration agrees to notify the other party via email prior to initiating the arbitration. In order to initiate arbitration, a claim must be filed with the AAA and the written Demand for Arbitration (available at www.adr.org) must be provided to the other party, as specified in the AAA Rules.
Q. THIRD-PARTY LINKS
ANY CONTRACT ENTERED WITH, AND ANY DAMAGES CAUSED BY, A THIRD-PARTY COMPANY WILL BE BETWEEN YOU AND THAT COMPANY. SHIELDHUB PROVIDES THE TECHNOLOGY FOR DETERMINING SHIELDSCORE (IC SCORES) AND IS NOT RESPONSIBLE FOR THE ACCEPTANCE CRITERIA SET FORTH BY ANY THIRD-PARTY FOR YOUR WORK ENGAGEMENT PURPOSES.
You expressly relieve ShieldHub from any and all liability arising from your use of any third-party website, service, or content. You acknowledge and agree that ShieldHub is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. You should carefully review the privacy policies and terms and conditions of the third-party websites you visit.
Except for Section N, which is governed by the Federal Arbitration Act, these Terms are governed by the laws of the State of Delaware without regard of choice of law rules or principles. The choice of law provision is only intended to specify the use of Delaware’s law to interpret these Terms and is not intended to create any substantive right to non-X to assert claims under Delaware law whether by statute, common law, or otherwise.
You may not assign any of your rights or obligations under these Terms without the prior written consent of ShieldHub. Subject to the foregoing, these Terms inure to the benefit of and are binding on the parties’ permitted assignees, transferees, and successors. Any attempted assignment in violation of this clause is void.
You acknowledge and agree that these Terms constitute the parties’ complete and exclusive agreement concerning the use of the Site and Services, and supersede and govern any and all prior or contemporaneous proposals, agreements, or other communications relating to the Site and Services.
- Force Majeure
ShieldHub will not be responsible for any failure or delay in its performance under this Agreement due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, internet or telecommunications failures, shortages of or inability to obtain labor, energy, or supplies, war, terrorism, riot, acts of God or governmental action, acts by hackers or other malicious third parties and problems with the Internet generally, and such performance shall be excused to the extent that it is prevented or delayed by reason of any of the foregoing.
- Notices and Consent to Receive Notices Electronically
You consent to receive any agreements, notices, disclosures, and other communications (collectively, “Notices”) to which these Terms refer from us electronically including without limitation by e-mail or by posting notices on this Site. You agree that all Notices that we provide to you electronically satisfy any legal requirement that such communications be in writing. Unless otherwise specified in these Terms, all notices under these Terms will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Written notice may be sent via first-class mail to ShieldHub Inc., Compliance Department 5100 Buckeystown Pike, Suite 250, Frederick, MD 21704or via e-mail to email@example.com. You agree that we may send notices to you regarding your use of the Site by means of electronic mail, a general notice posted on the Site, or by written communication delivered either by overnight courier or U.S. mail to your email or mailing address as appearing in our records from time to time.
Nothing contained in these Terms shall be construed as creating any employment, agency, partnership, franchise, joint venture, or other form of joint enterprise or authority to bind the other party. There are no third-party beneficiaries to these Terms. If any provision is found unenforceable, it and any related provisions will be interpreted to best accomplish the unenforceable provision’s essential purpose. Any waiver of a provision of these Terms will only be valid if provided in writing and applies only to the specific occurrence so waived. Failure to enforce any provision will not constitute a waiver. Nothing in these Terms will limit a party’s ability to seek equitable relief. Section headings are not to be used in the interpretation hereof. The following Sections survive any expiration or termination of these Terms: D, K, L, M, and R.
S. CONTACT US
5100 Buckeystown Pike, Suite 250
Frederick, MD 21704
General Support and Assistance: https://support.shieldhub.com/