EXHIBIT 10.3.1
RESELLER
SERVICE AGREEMENT
This Agreement is made this 25 day of September, 1997, by and between
Avert, Inc. (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
customers ("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 reorts only to users who have a permissible
purpose for obtaining consumer reports, as defined by Section 604 of
the Federal 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 permissiable
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 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
PLEASE SEE AVERT USER AGREEEMENTS
3. In connection with the underwriting of insurance involving the
consumer; or
4. For tenant screening purposes.
A. Reseller may advertise its services on the Internet or another
proprietary computer system. However, reports may not be sold and
delivered on 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 Xxxx 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 identify 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 busines 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 requirements 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 pages listings for the area where the customer
is located, under the following types of businesses to see if the
prospective customer is listed:
a) Detective Agencies
b) Private Investigators
c) Security Services
d) Investigators
e) Lawyers or Attorneys At Law
8. Theactions 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 a 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.
II. 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 by 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 requrest reinvestigation,
and to have corrected reports issued to previous recipients.
7) Reseller must obtain information from sources other than the
applicant. The Reseller must obtain information from a minimum of
two national consumer reporting agencies. Separate inquiries are
necessary when the co-borrowers have individualloy obtained
credit.
8) The Merged Report must contain the date the report was created,
the name, address, and 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
x. Xxxx 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
III. 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
RESELLERS. 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 HOLD 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.
IV. Identify End User
A. Reseller shall provide to Trans Union as to 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
Optionn (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, separate codes will be issued
to enable Trans Union to identify the 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 an access code for the Trans Union system, shall be
terminated and access to the Trans Union system by them shall be
canceled.
V. Fees & Chages
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 (3) 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.
VI. Miscellaneous
A. This Agreement shall remain in force and effect for one (1) year from
the date hereof, and thereafter, 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 the 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, prinicpal-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 the date first above written.
Trans Union Corporation Reseller Name: Avert, Inc.
By: By: /s Xxxxx X. Xxxxxx
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Print Name Print Name: Xxxxx X. Xxxxxx
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Title Title: V.P. Operations/Treasurer
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Reseller Address: 000 Xxxxxxxxx
Xxxx Xxxxxxx, XX 00000
