Terms and Conditions
Last Updated: February 26, 2026
Scherzer International Corporation (“SI”), a California corporation with a principal place
of business at 21550 Oxnard Street, Suite 1050, Woodland Hills, CA 91367, provides
clients with specialized background screening reports (each, a “Report”). By requesting,
accepting, or using a Report, the person or entity ordering a Report (“Purchaser”) agrees
to these Terms and Conditions.
may invoice a Report once it is substantially complete (including any Report labeled
“preliminary”). For example, SI may invoice when a Report is complete except for an
item that an unrelated third party will provide later (such as a response from a court).
The Purchaser is responsible for payment regardless of (a) whether Purchaser is
reimbursed by a client or third party, or (b) whether the underlying transaction closes.
Unless SI agrees otherwise in writing, SI will charge interest on overdue amounts at the
lesser of 10% per year or the maximum rate permitted by law.
means. SI will deliver on the Report date or the following business day. For email
delivery, SI will use reasonable efforts to send to the email address provided by
Purchaser; however, SI is not responsible for security incidents beyond SI’s control once
the email leaves SI’s systems.
cannot guarantee that those sources are complete or error‑free, and SI does not have
access to confidential, private, or non‑public government records. If SI learns of a source
error suggesting that a Report may be materially inaccurate, SI will promptly notify
Purchaser. Each Report is limited by the agreed scope of review and research. Reports
will identify jurisdictions searched and periods covered. Although SI generally treats a
source as current if updated within 30 days of the Report, additional relevant information
might be found if other sources are searched, time periods are extended, or updates
occur later. At times SI may recommend additional search strategies. Recommendations
are based on SI’s experience but cannot guarantee identification of all issues. Searches
performed using recommended strategies remain subject to scope limits and any
problems caused by incomplete or erroneous underlying data.
SI’s sole warranty is that SI will perform its services competently and in material
compliance with applicable professional standards, laws, and regulations.
EXCEPT FOR THE LIMITED WARRANTY ABOVE, SI MAKES NO OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR
NON‑INFRINGEMENT, OR ANY WARRANTIES ARISING FROM COURSE OF
DEALING OR USAGE OF TRADE.
those searches. Databases labeled “national” or “statewide” may omit records available
from official recordkeepers, may be inaccurate, incomplete, or outdated, and some are
searchable only by name. To obtain the most accurate and up‑to‑date results, database
information should be verified with the official recordkeeper. For database‑only Reports,
SI will provide information it believes to be accurate, relevant, and reportable under the
Fair Credit Reporting Act and other applicable laws, and will exclude information that
does not meet those standards (including, in some instances, information that may relate
to the subject).If there is any conflict between this Section 5 and Section 4, this Section 5
will prevail.
the periods specified in the Report ending on the Effective Date, which may precede the
delivery date. SI has no obligation to update a Report unless Purchaser requests an
update; updates are subject to additional fees and these Terms and Conditions.
REVENUE, OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING IN
CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF
FORESEEABLE AND EVEN IF SI HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.
(b) Liability Cap. IN NO EVENT WILL SI’s AGGREGATE LIABILITY ARISING OUT OF
OR RELATED TO A REPORT EXCEED THE AMOUNT PAID OR PAYABLE TO SI FOR
THAT REPORT.
(c) Exceptions. The limitation in Section 7(b) does not apply to liability resulting from SI’s
gross negligence or willful misconduct.
may invoice a proportionate amount of the agreed price based on SI’s reasonable
estimate of the work completed as of the date SI receives the cancellation notice. SI will
deliver any information gathered up to that date “AS IS,” without warranty, and
Purchaser assumes all risks from use or disclosure of that material.
to use that information to obtain information from outside sources and to prepare the
Report. SI retains ownership of each Report and the information contained in it. SI
grants Purchaser a non‑exclusive, perpetual, royalty‑free right to use the Report in the
form delivered, without modification. Purchaser will notify SI if Purchaser wishes to share
a Report with an unrelated third party. Purchaser may not share until the third party
executes a letter of non‑reliance acceptable to SI. Purchaser will not publish the Report,
excerpt it, or modify it without SI’s prior written consent. If a Report is used to screen
individuals for employment, insurance, or credit, Purchaser must comply with applicable
law and must not use the Report in any way that would cause SI to violate law.
Fair Credit Reporting Act (15 U.S.C. § 1681, et seq.) (the “FCRA”). If Purchaser’s
intended use is subject to the FCRA, SI will comply in all material respects with the
FCRA provisions applicable to a consumer reporting agency. The FCRA regulates the
collection, dissemination, and use of consumer information and consumer reports. A
“consumer” is an individual; a “consumer report” is any communication by a consumer
reporting agency bearing on a consumer’s creditworthiness, character, general
reputation, personal characteristics, or mode of living used (or expected to be used) for a
permissible purpose under the FCRA. When Purchaser requests an FCRA‑regulated
Report, Purchaser certifies it has a permissible purpose and will use the Report only for
that purpose, and will provide a written certification upon SI’s request. Some states have
FCRA‑like laws; Purchaser and SI will comply with them when applicable.
For Reports used for employment purposes (hiring, rehiring, retention, or promotion),
Purchaser must sign SI’s Employment‑Purpose Certification (available at
https://portal.scherzer.com/become-a-client/client-agreement and agrees, among other
things, to: (A) request a consumer report only for employment purposes and no other
purpose; (B) provide a clear, conspicuous, stand‑alone written disclosure to the
consumer; (C) obtain the consumer’s written authorization; (D) follow the FCRA two‑step
adverse action process if taking adverse action based in whole or in part on the Report;
(E) provide the consumer with required federal, state, and local notices; and (F) not use
Report information in violation of equal employment opportunity laws. SI may provide
sample forms as a courtesy; these are provided “AS IS” and are not legal advice.
Purchaser should consult its counsel for compliance.
supplies government‑issued identifiers, Purchaser represents it is authorized to disclose
them for the requested services and will provide any required notices and obtain any
required consents. SI will keep Purchaser’s non‑public information confidential and use it
only to perform services, disclose it only to SI personnel, vendors, and sources with a
need to know (or as required by law), and protect it using reasonable safeguards.
(GLBA) and has informed SI of this obligation, then, in addition to Section 12
(Confidential Information), any information Purchaser supplies remains Purchaser’s (or
its licensors’) property. SI will not use non‑public personal information about Purchaser’s
customers in any manner prohibited by the GLBA and will use it only to assist in
preparing the Report. SI will disclose such information only within SI and its
vendors/sources to those with a need to know, or to others with Purchaser’s written
consent. If SI is legally required to disclose, SI will give Purchaser prompt notice (when
lawful) so Purchaser may seek a protective order.
support efficiency in workflow management. SI does not use AI tools to independently
generate findings, conclusions, or content included in any Report, and does not rely on
AI for decision‑making, analysis, or verification of information. SI remains responsible for
the accuracy and quality of its services and will ensure that any assistive AI use
complies with applicable laws and industry standards.
As more fully set forth in SI’s EU GDPR Notice (incorporated by reference), Purchaser
and SI will comply with the EU General Data Protection Regulation (GDPR). SI will
process Personal Data of EEA data subjects only for the time, nature, and purposes
necessary to fulfill obligations under a separate agreement with Purchaser, and will
implement appropriate confidentiality and security measures consistent with GDPR
Articles 28 and 32.
As more fully set forth in SI’s UK‑GDPR and DPA Notice (incorporated by reference),
Purchaser and SI will comply with the UK Data Protection Act 2018 and the UK‑GDPR.
The rights and obligations described in Section 15 apply in the same manner, with the
necessary adjustments, to personal data of individuals located in the UK.
may provide a sample authorization as a courtesy; Purchaser is responsible for
obtaining any legally sufficient authorizations and notices. For database‑only Reports
concerning individuals in the EEA or UK, where consent cannot be obtained, Purchaser
may request such Reports if it has a legitimate interest or needs the data to perform a
contract, and certifies the individual received appropriate notice.
SI participates in and complies with the EU–U.S. Data Privacy Framework, the UK
Extension to the EU–U.S. Data Privacy Framework, and the Swiss–U.S. Data Privacy
Framework administered by the U.S. Department of Commerce (collectively, the “Data
Privacy Framework Program”) when transferring personal data from the EEA, UK, or
Switzerland.
Where Purchaser acts as a controller, Purchaser agrees to provide required notices and
choices to individuals and to process personal data only for limited and specified
purposes consistent with those notices.
and applicable regulations. SI will process Personal Information only in accordance with
Purchaser’s documented instructions and with appropriate confidentiality and security
measures, and will reasonably assist Purchaser with consumer requests when feasible
given SI’s role.
credentials confidential, use the portal only for lawful, authorized purposes, and notify SI
promptly of any suspected misuse or compromise.
requirements, and then securely destroys them. Purchaser should retain copies of
Reports it needs for its own compliance and recordkeeping.
absence of another written agreement governing the same subject matter.
Entire Agreement. These Terms and Conditions, together with ordering emails from
Purchaser and any specific agreements between Purchaser and SI for a particular
Report, constitute the entire agreement (the “Agreement”) and survive delivery of the
Report, payment, and any termination of the relationship.
Changes. SI may update or modify these Terms & Conditions from time to time. Any updated version will be posted on SI’s website, and the version in effect on the date a
Report is ordered will govern that Report. Posting the updated Terms & Conditions on
SI’s website constitutes notice to Purchaser, and SI is not required to provide separate
or individualized notice of changes. By requesting, accepting, or using any Report after
the updated Terms & Conditions are posted, Purchaser agrees to the updated Terms &
Conditions.
Governing Law. The Agreement is governed by California law without regard to its
conflict‑of‑laws rules.
Electronic Signatures. Electronic terms, signatures, and deliveries (including via
website submission, email, or other methods permitted under applicable e‑signature
laws) are binding.
Authority. Individuals submitting or signing on behalf of another person are deemed
authorized unless SI is notified before work begins that they lack authority.
Termination. Either party may terminate the Agreement at any time by notice to the
other. Purchaser’s obligation to pay any outstanding amounts properly charged survives
termination.
Survival. The provisions of Sections 2, 4, 5, 6, 7, 9, 10, 11, 12, 13, 14, 15, 16, 17, 18,
19, 20, and 22 survive termination for previously delivered or canceled Reports.