Reseller Service Agreement - Factual Data Corp. and Trans Union Corp.
RESELLER
SERVICE AGREEMENT
This Agreement is made this 24 day of Sept, 1997, by and between
FACTUAL DATA CORP, (hereinafter referred to as "Reseller") and Trans Union
Corporation (hereinafter referred to as "Trans Union") to provide for credit
reporting services.
WHEREAS, Reseller is in the business of obtaining consumer reports
from third party sources and providing credit reporting services to its
consumers ("Reselling"; and
WHEREAS, Trans Union owns and maintains a national database of
consumer credit information; and
WHEREAS, Reseller desires to Resell Trans Union consumer credit
reports, or information therefrom, to users of reports who have a permissible
purpose.
NOW THEREFORE, in consideration of the premises and the mutual
benefits expressed herein, the parties agree as follows:
I. Reseller Responsibilities
A. Reseller shall provide Trans Union consumer reports or
information from Trans Union consumer reports only to users
who have a permissible purpose for obtaining consumer
reports, as defined by Section 604 of the Federal Fair Credit
Reporting Act (15 USC 1681b), hereinafter called "FCRA". Such
users shall be provided access to the Trans Union credit
reporting system or data therefrom may be transferred without
change, may be reformatted by Reseller, or may be merged with
those obtained from other consumer reporting agencies (Merged
Reports).
B. Reseller shall obtain Subscriber Agreements from such users,
wherein each user will state the nature of its business,
certify the specific purpose for which consumer reports will
be obtained, and agree that reports will be obtained for no
other purpose. The permissible purpose specified shall be one
or more of the following:
1. In connection with a credit transaction involving the consumer
on whom the information is to be furnished is to be furnished
and involving the extension of credit to, or review or
collection of an account of the consumer; or
2. For employment purposes, in which case the Subscriber must
execute an agreement in substantially the same format as
Exhibit A hereto; or
3. In connection with the underwriting of insurance involving the
consumer; or
4. For tenant screening purposes.
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A. Reseller may advertise its services on the Internet or another
proprietary computer system. However, reports may not be sold
and delivered over a public computer network. In the event
Reseller believes that adequate security has been established
to permit on line network or Internet access, with no risk of
any party other than the appropriate party obtaining an
individual's consumer report. Reseller shall apply to Trans
Union for approval of its security procedures. Approval must
then be obtained from Trans Union's computer access Security
Department, in writing, before any such deliveries of consumer
reports can occur. Failure to obtain such prior approval
shall result in termination of this Agreement.
B. Reseller shall not sell Trans Union consumer reports to
customers that are private investigative agencies, detective
agencies, or law firms. Reseller shall take the following
steps to verify the identity of its customers who will obtain
Trans Union credit reports or information therefrom to make
certain that none are such agencies:
1. Confirm that the stated purpose for obtaining consumer
reports is compatible with the type of business conducted
by the potential customer.
2. Conduct a physical inspection of the company's premises to
assure that it is a legitimate business facility (not a
residence) and that the furnishings, etc. are commensurate
with the size and purported type of business, and in order
to determine if it is a detective agency, private
investigative agency, security service, investigator, law
firm, or other unauthorized user. This is a material
requirement of this Agreement.
3. Confirm that advertisements or signs are compatible with
purported business.
4. Verify that the company has a business checking account
and that the account balance is compatible with the size
and nature of the company.
5. Verify business references to ensure that the potential
customer has clientele which would support the stated
business.
6. Verify business phone numbers by checking the phone
directory or other phone records.
7. Check the yellow page listings for the area where the
customer is located, under the following types of
businesses to see of the prospective customer is listed:
a) Detective Agencies
b) Private Investigators
c) Security Services
d) Investigators
e) Lawyers or Attorneys At Law
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1. The actions taken to verify the type of customer will
be notated on the Subscriber Agreement. Records
which document the investigation, and the Subscriber
Agreement, must be retained as long as the customer
continues to maintain access and for two years
thereafter. Those records (or copies thereof) must
be made available to appropriate Trans Union
personnel on request.
A. If, as the result of the verifications outlined above, the
prospective customer is found to be a detective agency,
private investigative agency, security service, investigator,
or law firm, or is found to have no permissible purpose to
obtain credit reports, no agreement will be signed and no
subscriber number will be issued.
B. No customer of Reseller shall be a government law enforcement
agency.
C. Reseller shall not sell consumer reports or information
therefrom to another reseller.
D. Trans Union reserves the right to terminate any customer of
Reseller at any time with or without notice.
I. Merged Report Guidelines
Reseller agrees to adhere to the following guidelines when it
sells Merged Consumer Reports:
1) Reseller shall comply with the requirements of FCRA
dealing with consumer disclosure, interviews and
reinvestigation procedures.
2) Reseller shall retain each Merged Report so that it can
provide a consumer disclosure as required by FCRA.
3) Reseller shall be able to easily identify the source(s) of
each element of data in the Merged Report. Consumer
disclosures must clearly show this data as it was
originally reported be each of the sources when providing
the consumer disclosure.
4) When a customer of the Reseller requests and reviews a
Merged Report and the consumer is denied credit based on
information in that Report, the consumer must be referred
to the Reseller for a complete disclosure.
5) In making a disclosure, the Reseller will provide the
names, addresses and telephone numbers of the consumer
reporting agency that was used to provide information for
the report.
6) In making a disclosure, the Reseller must advise the
consumer about her/his FCRA rights to dispute information
with the appropriate source credit bureau, to request
reinvestigation, and to have corrected reports reissued to
previous recipients.
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7) Reseller must obtain information from sources other than
the applicant. Separate inquires are necessary when the
co-borrowers have individually obtained credit.
8) The Merged Report must contain the date the report was
created, the name, address, and the phone number of the
consumer reporting agency which prepared the Merged
Report. The Merged Report must show the names of the
repository(ies) from which the information was obtained
and must identify the organization that ordered the Merged
Report.
9) Once the merge logic is applied, the Merged Report must
contain the following list of tradeline or credit grantor
information for each tradeline if it was furnished by one
or more of the credit reporting agencies.
a. Account Name
b. Account Number
c. Date Reported
d. Date Opened
e. Type of Account
f. Current Status
g. Current Balance
h. High Credit (Credit Limit)
i. Terms (Payment)
j. Historical Status
k. Inquiries
l. Account Association Code
I. Trans Union Responsibilities
A. Trans Union shall maintain credit information on individuals as
furnished by its subscribers or obtained from other available
sources.
B. Trans Union shall use good faith in obtaining and assembling such
information from sources deemed reliable, but does not guarantee
the accuracy of any information reported, and TRANS UNION MAKES NO
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, RESPECTING THE ACCURACY OF ANY TRANS UNION CREDIT
INFORMATION FURNISHED BY TRANS UNION TO RESELLER OR TO ANY
SUBSCRIBERS OF RESELLER. IN NO EVENT SHALL TRANS UNION BE LIABLE
TO RESELLER IN ANY MANNER WHATSOEVER FOR ANY LOSS OR INJURY TO
RESELLER RESULTING FROM THE OBTAINING OR FURNISHING OF CREDIT
REPORTS AND, FURTHER, RESELLER AGREES TO HOLF TRANS UNION HARMLESS
AND INDEMNIFY IT FROM ANY AND ALL CLAIMS, LOSSES AND DAMAGES
ARISING OUT OF THE ISSUANCE OF SUCH REPORTS OR THE FAILURE OF
RESELLER TO KEEP AND PERFORM ANY OF ITS OBLIGATIONS DESCRIBED
HEREIN.
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I. Identify End User
A. Reseller shall provide to Trans Union as tp each customer who will
obtain Trans Union credit reports or information therefrom as a
result of Reseller's solicitation, its identity by subscriber
number, name, address and telephone number, and the permissible
purpose for which each report is sought, so that such information
may be noted on the report for the consumer who is the subject of
the report accessed. Such end user identification shall be made
by either Option (1) or Option (2) below, as indicated by
Subscriber. Failure of Reseller to comply with the requirements
of this Section IV shall result in termination of this Agreement.
Option (1): Each customer signed up by Reseller may access
the Trans Union system after appropriate identification
procedures have been established, and a separate customer code
shall be issued for each customer. When such code is
established, Reseller shall provide Trans Union with the
customer's name, address, telephone number, and the
permissible purpose for which reports will be accessed. If
the customer intends to access reports for more than one
permissible purpose for each access to a consumer report; or
Option (2): The customer name and permissible purpose shall
be identified by inquiry on each consumer report accessed.
Reseller agrees to establish and provide Trans Union a toll
free number, which will be answered between the hours of 9
a.m. to 5 p.m. Monday through Friday, exclusive of federal
holidays, that Trans Union can call to obtain the customer's
address and telephone number.
B. If any current customers of Reseller have been assigned a Trans
Union access code, they shall be identified, and Reseller shall
determine that the certifications required herein and all other
obligations stated herein are complied with by such customers.
All detective or investigative agencies, government law
enforcement agencies, or law firms who have to access code for the
Trans Union system, shall be terminated and access to the Trans
Union by them shall be canceled.
I. Fees & Charges
A. Reseller shall pay to Trans Union for each access by it or one of its
customers the price then in effect for the type of credit report
ordered. Trans Union shall have no obligation to collect any account
owing from Reseller's customers.
B. Trans Union shall provide monthly invoices to Reseller for all access
by it or Reseller's customers, and such invoices shall be paid by
Reseller within thirty (30) days of receipt. Past due amounts shall
accrue interest at the rate of 1.5% per month. If collection efforts
are required, Reseller shall be liable for all cost of collection,
including reasonable attorney's fees.
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I. Miscellaneous
A. This Agreement shall remain in force and effect for one (1) year
from the date hereof, and hereafter, from year to year, on the
same basis as set forth herein except that either party may cancel
this Agreement at any time upon at least sixty (60) days notice,
and Trans Union may cancel this Agreement or any customer
solicited by Reseller immediately if it determines that the
requirements of this Agreement or any law have not been met.
Trans Union may also terminate this Agreement immediately without
notice if invoices hereunder are not paid as of the due date.
B. The parties hereto agree that this instrument is the full and
complete Agreement between them regarding the furnishing of credit
information, supersedes all prior agreements or discussions, and
is not to be altered, varied, or enlarged upon by any verbal
promises, statements, or representations not expressed herein.
C. The parties acknowledge the special and unique purposes of this
Agreement and, therefore, agree that, notwithstanding any other
provisions to the contrary contained in this Agreement, neither
this Agreement nor any of the rights or obligations hereunder
shall be assignable by Reseller without prior written consent of
Trans Union.
D. Each of the parties to this Agreement are independent contractors
and nothing contained in this Agreement shall be construed as
creating a joint venture, partnership, licensor-licensee,
principal-agent or mutual agency relationship between or among the
parties hereto and no party shall, by virtue of this Agreement,
have any right or power to create any obligation, express or
implied, on behalf of any other party. No party, nor any employee
of a party, shall be deemed to be an employee of the other party
by virtue of this Agreement.
Agreed to on this date first above written.
Tans Union Corporation Reseller Name: FACTUAL DATA CORP
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By: /s/ R.D. LITTLEJOHN By: /s/ J.H. DONNAN
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Print Name: R.D. Littlejohn Print Name: J.H. Donnan
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Title: VP/AS Title: President
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Reseller Address:
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(Exhibit A to Reseller Agreement)
RESELLER
AGREEMENT FOR CONSUMER REPORTS
FOR EMPLOYMENT PURPOSES
(PEER)
The undersigned Subscriber and RESELLER NAME ("Reseller"), hereby make
the following agreement:
1. Reseller has access to consumer reports from one or more consumer
credit reporting agencies pertaining to consumer's credit
experiences and histories throughout the United States.
2. Subscriber is a CRA and has a need for consumer credit information
in connection with the evaluation of individuals for employment,
promotion, reassignment or retention as an employee ("Consumer
Report for Employment Purposes").
3. Subscriber shall request Consumer Report for Employment purposes
pursuant to procedures prescribed by Reseller from time to time
only when it is considering the individual inquired upon for
employment, promotion, reassignment or retention as an employee,
and for no other purpose.
4. Subscriber certifies that it will not request a Consumer Report
for Employment Purposes unless:
A. A clear and conspicuous disclosure is first made in writing to
the consumer before the report is obtained, in a document that
consists solely of the disclosure, that a consumer report may
be obtained for employment purposes.
B. The consumer has authorized in writing the procurement of the
report; and
C. Information from the Consumer Report for Employment Purposes
will not be used in violation of any applicable federal or
state equal employment opportunity law or regulation.
5. Subscriber further certifies that before taking adverse action in
whole or in part based on the Consumer Report for Employment
Purposes, it will provide the consumer:
A. A copy of the Consumer Report for Employment Purposes; and
B. A copy of the consumer's rights, in the format approved by the
FTC, which notice shall be supplied to Subscriber by Reseller.
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6. Subscriber agrees that it shall use Consumer Report for Employment
Purposes only for a one-time use, and to hold the report in strict
confidence, and not to disclose it to any third parties not
involved in the current employment decision.
7. Subscriber agrees to pay to Reseller an initial annual membership
fee of $ 0 and such membership fee as may be accessed in subsequent
years if this Agreement is continued.
8. Subscriber, in addition to the membership fee, shall pay for each
Consumer Report for Employment Purposes, the then current
published price therefor.
9. All payments shall be due thirty (30) days after receipt of the
invoice. Past due amounts shall accrue interest at the rate of
1.5% per month. If collection efforts are required, Subscriber
shall pay all costs of collection, including attorney fees.
10. Reseller reserves the right to change the charges from time to
time, but no change in such charges shall become effective as to
the Subscriber earlier than thirty (30) days after written notice
thereof shall have been given by Reseller to the Subscriber.
11. Reseller shall use good faith in attempting to obtain information
from sources deemed reliable, but does not guarantee the accuracy
of information requested, and in no event shall Reseller be liable
in any manner whatsoever for any loss or injury to Subscriber
resulting from the obtaining or furnishing of such information;
and further Subscriber Agrees to hold Reseller harmless and
indemnify it from any and all claims, losses, and damages arising
out of alleged liability or failure of the Subscriber to keep and
perform any of its obligations described herein.
12. There shall be no refunds or rebates of the annual Subscriber fee
under this Agreement. All Subscriber fees are compensation for
supplying service and carrying this account.
13. This Agreement shall remain in force and effect for one (1) year
from date hereof, and thereafter, from year to year, on the same
basis as set forth herein except that either party may cancel t
his Agreement at any time upon notice at least ten (10) days prior
to the end of the current monthly payment period.
14. It is further agreed, however, that with just cause, such as
delinquency or violation of the terms of the contract or a legal
requirement. Reseller may, upon its election, discontinue serving
the Subscriber and cancel this Agreement immediately.
15. The parties hereto agree that this instrument is the full and
complete Agreement between them regarding the furnishing of
Consumer Report for Employment Purposes, and is not to be altered,
varied, or enlarged upon by any verbal promises, statements, or
representations not expressed herein. This Agreement shall not be
binding on either party until accepted by Reseller.
Reseller Name Firm Name of Subscriber: FACTUAL DATA CORP
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By: /s/ R.D. LITTLEJOHN By: /s/ J.H. DONNAN
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Print Name: R.D. Littlejohn Print Name: J.H. Donnan
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Title: VP/AS Title: President
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Address:
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Date: 10-2-97
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