Sample Business Contracts

Reseller Services Agreement - Factual Data Corp. and Experian Information Solutions Inc.

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                          RESELLER SERVICES AGREEMENT

     THIS RESELLER SERVICES AGREEMENT (this "Agreement") is entered into
effective as of November 17, 1998, by and between Factual Data Corporation, a(n)
Colorado corporation, having a principal address as set forth at the end of this
Agreement ("Reseller"), and Experian Information Solutions, Inc., an Ohio
corporation acting through its Consumer Information Solutions Division

Experian and Reseller agree as follows:

                                   ARTICLE 1

1.1  TERM. Subject to Section 7.2 of this Agreement, this Agreement will
continue in full force and effect for one (1) year from the effective date as
provided above, with continuous one-year options to renew ("Term).

                                   ARTICLE 2
                           CREDIT REPORTING SERVICES

2.1  GENERALLY. During the Term, Reseller may request that Experian provide
Reseller with the services listed on the attached pricing schedule (hereinafter
referred to, together with the information therein, as the "Services") to the
extent offered from time to time by Experian and permitted by this Agreement.
The Services may consist of consumer identifying information and/or consumer
credit information on individual consumers ("Consumers"). Experian hereby grants
Reseller a nonexclusive, nontransferable limited license to resell the Services
consistent with the terms and conditions of this Agreement.

2.2  METHOD OF PERFORMANCE. Reseller will request the Services from Experian by
electronic means. Each such request will contain sufficient identifying
information concerning the Consumer about whom the information is requested to
enable Experian to perform the Services, and will identify in the manner
specified by Experian, the fact that the request is being made by Reseller. If
so requested by Reseller, Experian will attempt to provide the Services by means
of automated processing (CPU to CPU).

2.3  STATUS AS CONSUMER REPORTING AGENCY. For purposes of this Agreement, the
parties agree that Reseller certifies that it is a "consumer reporting agency"
as such term is defined in the federal Fair Credit Reporting Act.

                                   ARTICLE 3

3.1  GENERALLY. With respect to each response from Experian (including each "no
record" response) to a request for Services made by Reseller, Reseller will pay
Experian the fees set forth in the attached pricing schedule. Experian reserves
the right to change its fees and charges in the pricing schedule at any time
during the Term by giving Reseller at least thirty (30) days written notice.
Reseller's payment to Experian is due not later than thirty (30) days after
Reseller's receipt of Experian's invoice. If Reseller does not pay invoiced
amounts within this time period, it will also pay interest on the unpaid amount
at the rate of one and one-half percent (1.5%) per month or the maximum rate
allowed by law, whichever is less. Reseller's obligation to pay invoiced amounts
is absolute and unconditional and not subject to any offset, defense or

3.2  TAXES. The prices and rates for the Services do not include applicable
federal, state or local taxes. Reseller will be solely responsible for all
federal, state and local taxes levied or assessed in connection with Experian's
performance of Services, other than income taxes assessed with respect to
Experian's net income. Experian may separately reflect on its invoices to
Reseller the amount of any taxes paid by Experian on Reseller's behalf, and
Reseller shall pay Experian for such amounts.

                                   ARTICLE 4
                          USE OF EXPERIAN INFORMATION

4.1  COMPLIANCE WITH LAW. Reseller certifies and warrants that it will comply
with all federal, state and local statutes, regulations, and rules applicable to
it, including, without limitation, the federal Fair Credit Reporting Act, 15
U.S.C. Section 1681 et seq., as amended ("FCRA"). Reseller further warrants that


will require by written contract that its customers comply with the same
obligations of compliance with laws.

4.2  USE OF INFORMATION. Reseller agrees to comply with all of the following:

     4.2.1 Reseller hereby certifies that it will request the Services and the
information therein from Experian and resell such to its customers solely for
said customers' use in connection with credit granting; collections; employment;
insurance underwriting, or governmental licensing transactions between the
customer and the Consumer about whom the credit information relates, and will
not request, use or resell any such Services or information for any other
purpose, regardless of whether permitted by law. Reseller will, in reselling the
Services, faithfully transmit the information accurately and in its entirety
(except to the extent as may be otherwise required by this Agreement or agreed
to by Experian in writing for approved merged reports.) Reseller certifies that
it will provide Experian, at the time it requests the Services or information,
the name of the ultimate end user of the credit information and each FCRA
permissible purpose for which such information is furnished.

     4.2.2 Reseller agrees not to resell or otherwise transfer the Services in
whole or in part to bail bond companies; investigative companies (i.e., private
investigators); attorneys (other than attorneys whose sole and exclusive
practice is collections); news agencies or journalists; businesses which operate
out of a residence (except as permitted by Experian policies and procedures),
credit clinics, credit repair organizations, credit counseling services, to any
company or individual who is known to have been involved in credit fraud or
other unethical business practices or to other types of organizations identified
by Experian to Reseller in writing. Notwithstanding the foregoing, Experian may
permit on a case-by-case basis the resale of consumer identifying information to
certain of the foregoing in a manner consistent with Experian policy and
procedure on the sale of identifying information.

     4.2.3 Reseller hereby warrants that it will not, either directly or
indirectly, itself or through any agent or third party: (a) request, compile,
store, maintain or use the Services (including any of the information therein)
to build its own database; (b) copy or otherwise reproduce the Services
(including any of the information therein); (c) resell or transfer the Services
(including any of the information) to more than one person or entity or to any
person or entity who is not solely an end user of the Services (including any of
the information therein); (d) resell, transmit or otherwise make available to
any person the Services (including any of the information therein) on or through
the Internet or other generally accessible network or delivery method; or (e)
resell or otherwise provide the Services (including any of the information
therein) pursuant to 15 U.S.C. sec.1681u (FCRA Section 624); (f) merge the
Services (or any of the information therein) with any information from any
person or entity that is not a consumer reporting agency; or (g) merge the
Services (or any of the information therein) with any information from a
consumer reporting agency other than for the creation of a merged report to be
used solely for mortgage reporting, tenant screening, employment screening, or
consumer disclosure pursuant to Section 4.2.5. Reseller shall be solely
responsible for assuring the delivery or transmission of information to its
customers in a manner that is secure and in compliance with this Agreement.

     4.2.4 Reseller agrees to verify that each customer who is provided Services
is the end user and does not intend to resell or otherwise provide or transfer
the Services in whole or in part to any other person or entity.

     4.2.5 Reseller agrees not to resell the Services in whole or in part
directly to Consumers, or otherwise provide to Consumers the Services in
exchange for the receipt by Reseller from any person of any payment,
reimbursement or other benefit. Reseller may provide a disclosure copy to a
subject Consumer who has been denied a benefit and requested disclosure;
provided, however, that Reseller will provide only a copy of the information
that was provided by Reseller to its customer, and will not attempt to access
Experian's systems to obtain additional information or copies of the previously
provided services. Reseller will refer all Customers who have questions or
disputes about information in the Services or in Experian's consumer credit
files to the telephone number and/or address for Experian's National Consumer
Assistance Center (as such are provided to Reseller from time to time by
Experian, and not to Experian's telephone number for complimentary credit
reports). In no event will Reseller attempt to, or hold itself out to the
consumer or to the public as being able to, handle disputes on behalf of
Experian or to reinvestigate information in Experian's files. In no event will
Reseller attempt to have information on a Consumer's credit or identifying
information changed or altered in any way other than by forwarding the customer
to Experian's National Consumer Assistance Center.


     4.2.6 Reseller agrees to sign an "Experian Reseller Employment Report
Addendum" and a "Credit Reporting Agency/Reseller Disclosure Form" before
reselling credit information for employment purposes. Reseller will review and
include at a minimum in its investigation all of the actions listed on the "End
User Investigation Requirements - Tenant Screening" form, a copy of which is
attached hereto, before giving a customer access to the Services. Reseller
certifies that reports on its employees will only be requested by its designated
representative approved by Experian, and that its employees will not request
Services relating to themselves, their families or friends, or request consumer
report information on other persons other than as permitted by the FCRA and
Experian policies.

     4.2.7 Reseller will not act or provide at any time or in any way, and will
not hold itself out as providing credit clinic, credit repair, credit counseling
or similar services.

4.3  EXPERIAN POLICIES AND PROCEDURES. In addition to the requirements set forth
in Section 4.2, Reseller agrees to the following:

     4.3.1 Reseller agrees to comply with Experian's policies and procedures as
announced by Experian from time to time, including those attached to this
Agreement entitled "Experian Permissible Purpose Guidelines for Resellers" and
"Experian Permissible Purpose Type Codes." Reseller also agrees to conduct a
thorough investigation of its customers and potential customers to confirm that
each has a "permissible purpose" for receiving the Services, and otherwise
complies with applicable laws and Experian policies. Reseller's investigation
will include at a minimum all of the actions listed on the "End User
Investigation Requirements" form, a copy of which is attached hereto, before
giving a customer access to the Services. Reseller agrees to provide to Experian
at Experian's request all materials and information relating to its
investigations of its customers.

     4.3.2 Reseller acknowledges and agrees that Experian may itself, or may
require that Reseller, block display of account numbers or other information to
Reseller and Reseller's customers, and Reseller agrees to not provide such
information to its customers.

     4.3.3 Experian may from time to time notify Reseller of additional, updated
or new requirements compliance with which will be a condition of Experian's
continued provision of Services to Reseller. Reseller agrees to comply with such
requirements as to which it has received notice from Experian and such shall be
incorporated into this Agreement by this reference.

     4.3.4 Reseller understands and agrees that Experian may require evidence,
including a certification, that Reseller understands and will comply with
applicable laws and Experian policies and procedures.

     4.3.5 Reseller agrees to obtain at its expense such training and education
concerning applicable legal requirements and Experian policies and procedures as
Experian may reasonably request. Training made available to Reseller by Experian
is provided as a service to Reseller, and does not replace or waive Reseller's
compliance obligations under the law or this Agreement. Reseller acknowledges
and agrees that such training does not constitute, or substitute for, legal
advice, and Reseller should consult with its own legal counsel.

     4.3.6 Reseller will institute and maintain strict procedures for assuring
that its employees do not furnish the Services (or information therein) except
in compliance with the requirements of the FCRA and this Agreement. Reseller
will provide training and training materials to its customers to the extent
necessary to assure compliance with the FCRA and this Agreement. Reseller will
provide Experian the opportunity to review and approve or disapprove all such
materials prior to their use. Reseller will enter into written agreements
executed by each of Reseller's customers requiring compliance by such customers
with the terms and conditions of this Agreement. Reseller will monitor its
customers on an ongoing basis to assure the continued compliance with the
requirements of this Agreement by the customer and by Reseller and will
immediately discontinue the Services to any customer who is not in compliance.

     4.3.7 Reseller will not mislead consumers or the public, or demean directly
or indirectly Experian Information Solutions, Inc., its successors or assigns,
the Services, other services provided by Experian, the consumer reporting
industry, direct marketing industry or other industries in which Experian, its
successors and assigns do business. Reseller will provide Experian the
opportunity to review and approve or disapprove prior to their use or
dissemination any and all advertising, marketing, sales and


promotional materials, pamphlets, brochures and similar disclosures that relate
directly or indirectly to Experian, its successors or assigns, the Services,
other services provided by Experian, the consumer reporting industry, direct
marketing industry or other industries in which Experian, its successors and
assigns do business, or that mention Experian by name.

                                   ARTICLE 5
                             INTELLECTUAL PROPERTY

5.1  NO LICENSE. Experian does not transfer, and Reseller does not obtain, any
patent rights, copyright interest or other right, claim or interest in the
computer programs, Services, information, consumer information database,
systems, forms, formats, schedules, manuals or other proprietary items utilized
or provided by Experian.

permit their respective employees, agents and subcontractors to use, the
trademarks, service marks, logos, names or any other proprietary designations of
the other party, or the other party's affiliates, whether registered or
unregistered, without such other party's prior written consent.

5.3  OWNERSHIP OF DATA. Reseller acknowledges that Experian has expended
substantial time, effort, and funds to collect, arrange and compile Experian's
consumer information database and to create and deliver the Services (including
the information therein). The Services, the information contained therein, and
the data in Experian's consumer information databases are and will continue to
be the exclusive property of Experian. Nothing contained in this Agreement shall
be deemed to convey to Reseller, or to any other party, any right, title or
interest, including any patent, copyright or other proprietary right, in or to
the data in Experian's consumer information database(s), any database(s) itself
or (except to the extent of the limited license granted in Section 2.1 of this
Agreement) to the Services and the information therein.

5.4 CONFIDENTIAL TREATMENT. Reseller hereby acknowledges that the Services it
receives from Experian under this Agreement include personal information about
individual Consumers and, as such, require confidential treatment. In addition,
Reseller acknowledges that it may receive other proprietary and confidential
information of Experian including but not limited to technical, developmental,
operating, computer system, software, performance, cost, know-how and process
information. Reseller warrants to Experian that (a) except as otherwise
permitted by this Agreement, it will maintain the information obtained through
Experian in strict confidence and will not disclose such information other than
to its employees who have a need to know and (b) will use the information only
for purposes of this Agreement. Upon termination of this Agreement or at the
request of Experian, Reseller will promptly return to Experian all Experian
confidential information and any copies thereof provided to it. Reseller
warrants that it will require by written contract that customers receiving such
information from Reseller comply with the same obligations of nondisclosure.

                                   ARTICLE 6

6.1  DISCLAIMER OF WARRANTY. Because the Services involve conveying information
provided to Experian by other sources, Experian cannot and will not, for the fee
charged for the Services, be an insurer or guarantor of the accuracy or
reliability of the Services, data contained in its database, or in the Services.

6.2  INDEMNIFICATION. Reseller will indemnify, defend, and hold Experian
harmless from and against any and all liabilities, damages, losses, claims,
costs and expenses, including reasonable attorneys fees, which may be asserted
against or incurred by Experian, arising out of or resulting from the use,
disclosure, sale or transfer of the Services (or information therein) by
Reseller or its customers, or Reseller's breach of this Agreement. Reseller
covenants not to sue or maintain any cause of action, claim, demand,
cross-claim, third party action or other form of litigation or arbitration
against Experian, its officer's directors, employees, contractors, agents,
affiliated bureaus or subscribers arising out of or


relating in any way to the Services (or information therein) being blocked by
Experian or not being accurate, timely, complete or current.

6.3  LIMITATION OF LIABILITY. Reseller acknowledges that Experian maintains a
database, updated on a periodic basis, from which Reseller obtains and resells
Services, and that Experian does not undertake a separate investigation for each
inquiry or request for Services made by Reseller. Reseller also acknowledges
that the prices Experian charges Reseller for the Services are based upon
Experian's expectation that the risk of any loss or injury that may be incurred
by use of the Services will be borne by Reseller and not Experian. Reseller
therefore agrees that it is responsible for determining that the Services are in
accordance with Experian's obligations under this Agreement. If Reseller
reasonably determines that the Services do not meet Experian's obligations under
this Agreement, Reseller shall so notify Experian in writing within ten (10)
days after receipt of the Services in question. Reseller's failure to so notify
Experian shall mean that Reseller accepts the Services as is, and Experian will
have no liability whatsoever for the Services. If Reseller so notifies Experian
within ten (10) days after receipt of the Services, then, unless Experian
disputes Reseller's claim, Experian will, at its option, either reperform the
Services in question or issue Reseller a credit for the amount Reseller paid to
Experian for the nonconforming Services. This reperformance or credit
constitutes Reseller's sole remedy and Experian's maximum liability for any
breach of this Agreement by Experian. If, notwithstanding the above, liability
is imposed on Experian, then Reseller agrees that Experian's total liability for
any or all of Reseller's losses or injuries from Experian's acts or omissions
under this Agreement, regardless of the nature of the legal or equitable right
claimed to have been violated, shall be the lesser of the amount paid by
Reseller to Experian under this Agreement during the six month period preceding
the alleged breach by Experian of this Agreement or Ten Thousand Dollars
($10,000). Reseller covenants that it will not sue Experian for any amount
greater than permitted by this Agreement and will not seek punitive damages. IN

                                   ARTICLE 7
                           AMENDMENTS AND TERMINATION

7.1  AMENDMENTS. This Agreement may be amended only by a written instrument
signed by both parties.

7.2  TERMINATION. Notwithstanding any other term in this Agreement, (a) either
party may terminate this Agreement by providing thirty (30) days advance written
notice to the other; and (b) Experian may unilaterally terminate this Agreement
immediately, or take any lesser action Experian believes is appropriate,
including but not limited to blocking Reseller's access to the Services and/or
charging Reseller a fee for auditing Reseller to ensure compliance, if Experian
believes in its sole judgment, that Reseller has failed to comply with any of
its obligations hereunder, including any obligation under Article 4 of this

7.3  EFFECT OF TERMINATION. Upon expiration or termination of this Agreement,
the license granted herein will automatically terminate, Reseller will cease
reselling the Services (and the information therein) and return any Services in
its possession to Experian. No termination or expiration will relieve either
party of any liability for monetary sums owing to the other. The provisions of
Articles 3, 4, 5, 6 and 8 and Section 7.3 shall survive the expiration or
termination of this Agreement.

                                   ARTICLE 8

8.1  STATUS. The parties will perform their obligations hereunder as independent
contractors. Nothing contained in this Agreement shall be deemed to create any
association, partnership, joint venture, or relationship of principal and agent
or master and servant between the parties. The parties acknowledge that any and
all rights not expressly granted pursuant to this Agreement are reserved to the
respective party and that neither party will have any right, power or authority
to obligate the other to any contract,


term or condition.

8.2  EXCUSABLE DELAYS. Neither party will be liable to the other for any delay
or failure in its performance of any of the acts required by this Agreement
(other than for payment obligations hereunder) if and to the extent that such
delay or failure arises beyond the reasonable control of such party, including,
without limitation, acts of God or public enemies, labor disputes, equipment
malfunctions, computer downtime, material or component shortages, supplier
failures, embargoes, earthquakes, rationing, acts of local, state or national
governments or public agencies, utility or communication failures or delays,
fire, flood, epidemics, riots and strikes.

8.3  GOVERNING LAW, VENUE AND ATTORNEY'S FEES. This Agreement will be governed
by and construed in accordance with the internal substantive laws of the State
of California, which are intended to supersede any choice of laws rules which
might require the application of the laws of another jurisdiction. Both parties
hereby consent to the jurisdiction of the courts of California, whether federal,
state or local, with respect to actions brought to enforce or interpret this
Agreement. Venue for all actions shall be in Orange County, California. The
prevailing party in any arbitration, or permitted legal or equitable action,
shall be entitled to an award of its reasonable attorneys' fees and costs.

8.4  SEVERABILITY. This Agreement shall be deemed to be severable and, if any
provision of this Agreement shall be finally determined to be void, illegal or
unenforceable, then it is the parties' desire and intention that such provision
be deemed automatically adjusted to the minimum extent necessary to conform to
applicable requirements of validity, legality and enforceability and, as so
adjusted, be deemed a provision of this Agreement as if it were originally
included herein; provided, however, if such provision cannot be adjusted without
substantially and materially altering the rights and duties hereunder and
fundamentally depriving one party of the benefit of the bargain (taken as a
whole) contemplated by this Agreement, then the parties will seek to reform this
Agreement through the procedure outlined in Section 8.7 (Dispute Resolution)
hereof so as to restore, as nearly as possible, the parties' respective rights,
duties, and bargain. In any case, the remaining provisions of this Agreement
shall remain in effect.

8.5  SUCCESSORS AND ASSIGNS. This Agreement will be binding upon and inure to
the benefit of the parties hereto and to their respective heirs,
representatives, successors, and permitted assignees. This Agreement may not be
assigned, transferred, shared or divided in whole, or in part, by Reseller
without Experian's prior written consent. The dissolution, merger,
consolidation, reorganization, sale or other transfer of assets, properties, or
controlling interest of Reseller constitutes an assignment of this Agreement for
purposes of this Section 8.5.

8.6  AUDIT RIGHTS. Experian will have the right to audit Reseller and Reseller's
customers to assure compliance with the terms of this Agreement. Reseller will
provide full cooperation, and will be responsible for assuring full cooperation
by its employees and customers, in connection with such audits. Reseller will
provide Experian or obtain for Experian access to such properties, records and
personnel as Experian may reasonably require for such purpose.

8.7  DISPUTE RESOLUTION. With the exception of any action taken under Articles 4
and 5 of this Agreement, the parties will resolve any dispute arising out of or
relating to this Agreement in a binding arbitration conducted under the auspices
of the American Arbitration Association in Orange County, California.
Notwithstanding the foregoing, Reseller agrees that its failure to comply with
the provisions of Articles 4 and 5 will cause irreparable harm to Experian that
cannot be adequately compensated in damages and that Experian may seek equitable
relief and pursue other remedies to prevent such noncompliance.

8.8  WAIVER. Either party may at any time waive compliance by the other with any
covenant or condition contained in this Agreement, but only by written
instrument signed by the party waiving such compliance. No waiver of any
provision of this Agreement shall be deemed to be, or shall constitute, a waiver
of any other provision hereof, nor shall such waiver constitute a waiver in any
other instance.

8.9  RETENTION OF RIGHTS. Nothing in this Agreement is intended to or shall
limit or restrict Experian's ability to market and sell its services, the
geographic areas in which or the customers to whom Experian may market or sell
its services.

8.10 PUBLICITY. Except as specifically permitted by Experian in writing, under
no circumstances will


Reseller disclose to any third party, directly or indirectly, the terms and
conditions of this Agreement.

8.11 NO THIRD PARTIES. Nothing in this Agreement, whether express or implied, is
intended to confer upon any person other than the parties hereto and their
respective heirs, representatives, successors and permitted assigns, any rights
or remedies under or by reason of this Agreement, nor is anything in this
Agreement intended to relieve or discharge the liability of any party hereto.

8.12 NOTICE. All notices required or permitted to be provided to a party under
this Agreement must be in writing and sent to the address for the party set
forth on the last page of this Agreement, unless such address has been changed
by prior written notice to the other party to the Agreement.

8.13 SUBJECT HEADINGS. The subject headings or captions of the articles and
sections of this Agreement are included solely for purposes of convenience and
reference and will not be deemed to explain, modify, limit, amplify or aid in
the meaning, construction or interpretation of any of the provisions of this

8.14 CONTRACT IN ENTIRETY. This Agreement (including the exhibits, amendments
and addenda hereto which are incorporated herein by this reference) sets forth
the entire understanding of the parties hereto with respect to the subject
matter hereof and supersedes all prior and contemporaneous letters of intent,
agreements, covenants, negotiations, arrangements, communications,
representations, understandings or warranties, whether oral or written, by any
officer, employee, or representative of either party relating thereto. There are
no other understandings, statements, promises or inducements, oral or otherwise,
contrary to the terms of this Agreement.

     IN WITNESS WHEREOF, RESELLER and EXPERIAN has each caused this Reseller
Services Agreement to be executed by its duly authorized representative as of
the date first above written.

                                              Print or Type Name of Reseller

By:  /s/ Lisa Hazan                       By:  /s/ J.H. Donnan
    -----------------------------------       ----------------------------------
                 Signature                                Signature

Name:   Lisa Hazan                        Name:  J.H. Donnan
      ---------------------------------         --------------------------------
                   Print                                    Print

Title:  Manager, Contracts                Title:  President
       --------------------------------          -------------------------------
                   Print                                    Print

Address:                                  Address:
     Experian National Resource Center
     425 Martingale Rd. Suite 600
     Schaumburg, Il 60173
     Telephone: 800.831.5614
     Facsimile: 847.240.9149