PERMISSIBLE PURPOSE INFORMATION
 
The specific purpose for which the information acquired from Premium Credit Bureau is to be used for is restricted to a mortgage loan transaction, a tenant screening or an employment background report depending upon the selections made in the application above.
 
Guarantor for Compliance with Terms of Agreement ("Guarantor") has read and understands the “FCRA Requirements” notice and will take all reasonable measures to enforce them within their facility. Guarantor certifies that they will use the credit report for no other purpose other than what is stated in the Permissible Purpose section on this application. Guarantor will not sell the report to any consumer directly or indirectly. Guarantor understands that if company personnel use this privilege improperly, Guarantor may be held responsible for financial losses, fees, or monetary charges that may be incurred and that service privileges may be terminated.
 
During the term of this Agreement, Guarantor agrees to comply with all federal, state and local statutes, regulations and rules applicable to it, including, without limitation any changes enacted to Premium Credit Bureau during the term of this Agreement, the Gramm Leach Bliley Act and its implementing regulations, any state or local laws governing the disclosure of consumer credit information, and any regulations or limitations promulgated by Premium Credit Bureau’s consumer reporting vendor.   Without limiting the foregoing, Premium Credit Bureau may from time to time notify Guarantor of additional, updated or new requirements relating to such laws, compliance which will be a condition of Premium Credit Bureau’s continued provision of the credit information to Guarantor, and Guarantor shall utilize training materials to train and educate its employees in proper security procedures consistent with industry standards. In addition, such new requirements might require price increases. Guarantor agrees to comply with any such new requirements no later than thirty (30) days after it actually receives notice from Premium Credit Bureau and such requirements shall be incorporated into this Agreement by this reference.  
Premium Credit Bureau and all credit repositories shall not be liable in any manner whatsoever for any injury or loss to the Client resulting from obtaining or furnishing such information and shall not be deemed to have guaranteed the accuracy of such information; such information being based, however, upon reports obtained from sources considered by Premium Credit Bureau to be reliable.


COMPLIANCE AND AUDITING

Guarantor hereby agrees to comply with all policies and procedures instituted by Premium Credit Bureau and required by Premium Credit Bureau’s consumer reporting vendor. Premium Credit Bureau will give Guarantor as much notice as possible prior to the effective date of any such new policies required in the future, but do not guarantee that reasonable notice will be possible. Guarantor may terminate this agreement at any time after notification of a change in policy in the event Guarantor deems such compliance is not within its best interest.
 
Guarantor agrees that Premium Credit Bureau’s consumer reporting vendor shall have the right to audit records of Guarantor that are relevant to the provision of services set forth in this Agreement. Premium Credit Bureau will monitor Guarantor’s permissible uses of the information. Guarantor further agrees that it will respond within the requested time frame indicated for information requested by Premium Credit Bureau’s consumer reporting vendor regarding information provided by such vendor. Guarantor understands that such vendor may suspend or terminate access to the vendor’s information in the event Guarantor does not cooperate with any such an investigation.
 
Guarantor agrees that Premium Credit Bureau may monitor Guarantor on an ongoing basis to determine Guarantor’s compliance with applicable law and the provisions of this Agreement. In the event Premium Credit Bureau determines that Guarantor is not in compliance with applicable law or this Agreement, Guarantor may immediately discontinue services under this Agreement. Guarantor shall remain responsible for the payment for any services provided to Guarantor by Premium Credit Bureau prior to any such discontinuance.


SECURITY MEASURES

Guarantor will implement strict security procedures designed to ensure that Guarantor’s >employees and Guarantors use the services and the credit information in accordance with this Agreement and for no purposes other than as permitted by this Agreement. Guarantor will treat and hold the services and the credit information in strict confidence and will restrict access to the services and the credit information to Guarantor’s employees and Guarantors who agree to act in accordance with the terms of this Agreement and applicable law. Guarantor will not forward or share information from Premium Credit Bureau’s consumer reporting vendors with any third party. Guarantor will inform Guarantor’s employees and customers to whom any credit information is disclosed of the provisions of this Agreement. Guarantor agrees to indemnify Premium Credit Bureau and its consumer reporting vendors for any claims or losses incurred by Premium Credit Bureau as a result of the misuse of the services or the credit information by Guarantor or Guarantor’s affiliates, employees, agents, subcontractors or Guarantors in violation of this Agreement.

NOTIFICATION OF BREACH OF CONSUMER DATA

1. Guarantor shall notify Premium Credit Bureau of any breach of the security of consumer reporting data if the personal information of consumers was, or is reasonably believed to have been, acquired by an unauthorized person within 24 hours following discovery thereof. 

2. In the event of such a breach, Guarantor agrees to cooperate with Premium Credit Bureau and with Premium Credit Bureau’s consumer reporting vendor in any investigation relating thereto. The nature and timing of any notifications required herein shall be under the control of Premium Credit Bureau’s consumer reporting vendor, unless otherwise required by law.

3. For purposes of this Agreement, “breach of the security of the system” means unauthorized acquisition of computerized data that compromises the security, confidentiality, or integrity of personal information maintained by the person or business. Good faith acquisition of personal information by an employee or agent of the person or business for the purposes of the person or business is not a breach of the security of the system, provided that the personal information is not used or subject to further unauthorized disclosure.

4. For purposes of this Agreement, “personal information” means an Individual’s first name or first initial and last name in combination with any one or more of the following data elements, when either the name or the data elements are not encrypted:

   1. Social security number.

   2. Driver’s license number.

   3. Account number, credit or debit card number, in combination with any required security code, access code, or password that would permit access to an individual’s financial account.

5. For purposes of this Agreement, “personal information” does not include publicly available information that is lawfully made available to the general public from federal, state, or local government records.

6. For purposes of this Agreement, “notice” may be provided by one of the following methods:

   1. Written notice.

   2. Electronic notice, if the notice provided is consistent with the provisions regarding electronic records and signatures set forth in Section 7001 of Title 15 of the United States Code.

   3. E-mail notice when the Guarantor has an e-mail address for the subject persons.

   4. Conspicuous posting of the notice on the web site of the Guarantor.

7. The disclosure shall be made in the most expedient time possible and without unreasonable delay, consistent with the legitimate needs of law enforcement or any measures necessary to determine the scope of the breach and restore the reasonable integrity of the data system.

8. The notification may be delayed if a law enforcement agency determines that the notification will impede a criminal investigation. The notification required by this section shall be made after the law enforcement agency determines that it will not compromise the investigation.

In the event the breach is determined by Premium Credit Bureau’s consumer reporting vendor to be within the control of Guarantor, (1) Guarantor shall provide to each affected or potentially affected consumer, credit history monitoring services for a minimum of one year in which the consumer’s credit history is monitored and the consumer receives daily notification of changes that may indicate fraud or ID theft from at least one of the national consumer credit reporting bureaus, and (2) Premium Credit Bureau’s consumer reporting vendor and Premium Credit Bureau may assess Guarantor an expense recovery fee.

THIRD PARTY USE

If approved by Premium Credit Bureau and Premium Credit Bureau’s consumer reporting vendor and authorized by the consumer, Guarantor may deliver the consumer credit information to a third party, secondary, or joint Guarantor with which Guarantor has an ongoing business relationship for the permissible use of such information. Premium Credit Bureau’s consumer reporting vendor may charge a fee for the subsequent delivery to secondary Guarantors.


ON SITE INSPECTION

Guarantor agrees that Premium Credit Bureau may verify, through audit or otherwise, that Guarantor is in fact the end user of the credit information with no intention to resell or otherwise provide or transfer the credit information in whole or in part to any other person or entity. Premium Credit Bureau may utilize a third party vendor to perform an on-site inspection of Guarantor’s business at Guarantor expense.

NOTIFICATION OF CHANGE OF OWNERSHIP

Guarantor agrees to notify Premium Credit Bureau of any change of ownership or control fifteen days prior to any such change. Premium Credit Bureau may require the new ownership to re-apply for the services provided for herein and may require a new physical inspection in the event the office location is changed.

FCRA TRAINING

Premium Credit Bureau will provide, and Guarantor will utilize, training and training materials to Guarantor in order for Guarantor to comply with the federal Fair Credit Reporting Act and with the policies and procedures required by Premium Credit Bureau’s consumer reporting vendors.

DISPOSAL OF CONSUMER INFORMATION

Guarantor agrees that it will properly dispose of all consumer information. “Consumer Information”, as used herein, shall mean any record (or compilation thereof) about an individual, whether in paper, electronic, or other form, that is a consumer report or is derived from a consumer report.

This is to remind Guarantor of Vermont’s Fair Credit Reporting statute, 9 V.S.A. sec 2480e, and Fair Credit Reporting rule CF 112.

Vermont’s statutes and rules differ from the Federal Fair Credit Reporting Act, and require a credit report user to obtain the consumer’s consent prior to accessing a credit report.

Guarantor has read, understands and will comply with applicable provisions under Vermont Law. In particular, Guarantor certifies that they will order information services relating to Vermont residents, that are credit reports as defined by the VFCRA, only after having received prior consent in accordance with VFCRA sec 2480e and applicable Vermont Rules.


CALIFORNIA CERTIFICATION OF COMPLIANCE CIVIL CODE-SECTION 1785.14 (A)

Section 1785.14 (a), as amended, states that a consumer credit reporting agency does not have reasonable grounds for believing that a consumer credit report will be used only for a permissible purpose unless all of the following requirements are met:

Section 1745.14 (a) (1) states: “If a prospective user is a retail seller, as defined in Section 1802.3, and intends to issue credit to a consumer who appears in person on the basis of an application for credit submitted in person, the consumer credit reporting agency shall, with a reasonable degree of certainty, match at least three categories of identifying information within the file maintained by the consumer credit reporting agency on the consumer with the information provided to the consumer credit reporting agency by the retail seller. The categories of identifying information may include, but are not limited to, first and last name, month and date of birth, driver’s license number, place of employment, current residence address, previous residence address, or social security number. The categories of information shall not include mother’s maiden name.”

Section 1785.14 (a) (2) states: “If the prospective user is a retail seller, as defined in Section 1802.3, and intends to issue credit to a consumer who appears in person on the basis of an application for credit submitted in person, the retail seller must certify, in writing, to the consumer credit reporting agency that it instructs its employees and gents to inspect a photo identification of the consumer at the time of the application was submitted in person. This paragraph does not apply to an application for credit submitted by mail.”

Section 1785.14 (a) (3) states: “If the prospective user intends to extend credit by mail pursuant to a solicitation by mail, the extension of credit shall be mailed to the same address as on the solicitation unless the prospective user verifies any address change by, among other methods, contacting the person to whom the extension of credit will be mailed.

I have read, understand and will comply with California Certification of Compliance Civil Code-Section 1785.14 (a).

OFAC AGREEMENT

Entire Understanding. This Addendum, Agreement set forth the entire understanding of the parties with respect to the subject matter hereof and supersede to the extent indicated all prior agreements, letters, convenants, arrangements, communications, representations and warranties, whether oral or written, by any employee, officer or representative of their party.

Access Security Requirements
We must work together to protect the privacy and information of consumers. The following information security measures are designed to reduce unauthorized access to consumer information.
It is your responsibility to implement these controls. If you do not understand these requirements or need assistance, it is your responsibility to employ an outside service provider to assist you.
Capitalized terms used herein have the meaning given in the Glossary attached hereto. Experian reserves the right to make changes to Access Security Requirements without notification. The information provided herewith provides minimum baselines for information security.

In accessing Experian’s services, you agree to follow these security requirements:

1. Implement Strong Access Control Measures

   1. Do not provide your Experian Subscriber Codes or passwords to anyone. No one from Experian will ever contact you and request your Subscriber Code number or password.

   2. Proprietary or third party system access software must have Experian Subscriber Codes and password(s) hidden or embedded. Account numbers and passwords should be known only by supervisory personnel.

   3. You must request your Subscriber Code password be changed immediately when:

      • any system access software is replaced by another system access software or is no longer used;

      • the hardware on which the software resides is upgraded, changed or disposed of

   4. Protect Experian Subscriber Code(s) and password(s) so that only key personnel know this sensitive information. Unauthorized personnel should not have knowledge of your Subscriber Code(s) and password(s).

   5. Create a separate, unique user ID for each user to enable individual authentication and accountability for access to Experian's infrastructure. Each user of the system access software must also have a unique logon password.

   6. Ensure that user IDs are not shared and that no Peer-to-Peer file sharing is enabled on those users' profiles.

   7. Keep user passwords Confidential.

   8. Develop strong passwords that are:

      • Not easily guessable (i.e. your name or company name, repeating numbers and letters or consecutive numbers and letters)

      • Contain a minimum of seven (7) alpha/numeric characters for standard user accounts

   9. Implement password protected screensavers with a maximum fifteen (15) minute timeout to protect unattended workstations.

   10. Active logins to credit information systems must be configured with a 30 minute inactive session, timeout.

   11. Restrict the number of key personnel who have access to credit information.

   12. Ensure that personnel who are authorized access to credit information have a business need to access such information and understand these requirements to access such information are only for the permissible purposes listed in the Permissible Purpose. Information section of your membership application.

   13. Ensure that you and your employees do not access your own credit reports or those reports of any family member(s) or friend(s) unless it is in connection with a credit transaction or for another permissible purpose.

   14. Implement a process to terminate access rights immediately for users who access Experian credit information when those users are terminated or when they have a change in their job tasks and no longer require access to that credit information.

   15. After normal business hours, turn off and lock all devices or systems used to obtain credit information.

   16. Implement physical security controls to prevent unauthorized entry to your facility and access to systems used to obtain credit information.

2. Maintain a Vulnerability Management Program

   1. Keep operating system(s), Firewalls, Routers, servers, personal computers (laptop and desktop) and all other systems current with appropriate system patches and updates.

   2. Configure infrastructure such as Firewalls, Routers, personal computers, and similar components to industry best security practices, including disabling unnecessary services or features, removing or changing default passwords, IDs and sample files/programs, and enabling the most secure configuration features to avoid unnecessary risks.

   3. Implement and follow current best security practices for Computer Virus detection scanning services and procedures:

      • Use, implement and maintain a current, commercially available Computer Virus detection/scanning product on all computers, systems and networks.

      • If you suspect an actual or potential virus, immediately cease accessing the system and do not resume the inquiry process until the virus has been eliminated.

      • On a weekly basis at a minimum, keep anti-virus software up-to-date by vigilantly checking or configuring auto updates and installing new virus definition files.

   4. Implement and follow current best security practices for computer anti-Spyware scanning services and procedures:

      • Use, implement and maintain a current, commercially available computer anti-Spyware scanning product on all computers, systems and networks.

      • If you suspect actual or potential Spyware, immediately cease accessing the system and do not resume the inquiry process until the problem has been resolved and eliminated.

      • Run a secondary anti-Spyware scan upon completion of the first scan to ensure all Spyware has been removed from your computers.

      • Keep anti-Spyware software up-to-date by vigilantly checking or configuring auto updates and installing new anti-Spyware definition files weekly, at a minimum. If your company's computers have unfiltered or unblocked access to the Internet (which prevents access to some known problematic sites), then it is recommended that anti-Spyware scans be completed more frequently than weekly.

3. Protect Data

   1. Develop and follow procedures to ensure that data is protected throughout its entire information lifecycle (from creation, transformation, use, storage and secure destruction) regardless of the media used to store the data (i.e., tape, disk, paper, etc.)

   2. All Experian data is classified as Confidential and must be secured to this requirement at a minimum.

   3. Procedures for transmission, disclosure, storage, destruction and any other information modalities or media should address all aspects of the lifecycle of the information.

   4. Encrypt all Experian data and information when stored on any laptop computer and in the database using AES or 3DES with 128-bit key encryption at a minimum.

   5. Only open email attachments and links from trusted sources and after verifying legitimacy.

4. Maintain an Information Security Policy

   1. Develop and follow a security plan to protect the Confidentiality and integrity of personal consumer information as required under the GLB Safeguard Rule.

   2. Establish processes and procedures for responding to security violations, unusual or suspicious events and similar incidents to limit damage or unauthorized access to information assets and to permit identification and prosecution of violators.

   3. The FACTA Disposal Rules requires that you implement appropriate measures to dispose of any sensitive information related to consumer credit reports and records that will protect against unauthorized access or use of that information.

   4. Implement and maintain ongoing mandatory security training and awareness sessions for all staff to underscore the importance of security within your organization.

5. Build and Maintain a Secure Network

   1. Protect Internet connections with dedicated, industry-recognized Firewalls that are configured and managed using industry best security practices.

   2. Internal private Internet Protocol (IP) addresses must not be publicly accessible or natively routed to the Internet. Network address translation (NAT) technology should be used.

   3. Administrative access to Firewalls and servers must be performed through a secure internal wired connection only.

   4. Any stand alone computers that directly access the Internet must have a desktop Firewall deployed that is installed and configured to block unnecessary/unused ports, services, and network traffic.

   5. Encrypt Wireless access points with a minimum of WEP 128 bit encryption, WPA encryption where available.

   6. Disable vendor default passwords, SSIDs and IP Addresses on Wireless access points and restrict authentication on the configuration of the access point.

6. Regularly Monitor and Test Networks

   1. Perform regular tests on information systems (port scanning, virus scanning, vulnerability scanning).

   2. Use current best practices to protect your telecommunications systems and any computer system or network device(s) you use to provide Services hereunder to access Experian systems and networks. These controls should be selected and implemented to reduce the risk of infiltration, hacking, access penetration or exposure to an unauthorized third party by:

      • protecting against intrusions;

      • securing the computer systems and network devices;

      • and protecting against intrusions of operating systems or software.

Record Retention:The Federal Equal Opportunities Act states that a creditor must preserve all written or recorded information connected with an application for 25 months. In keeping with the ECOA, Experian requires that you retain the credit application and, if applicable, a purchase agreement for a period of not less that 25 months. When conducting an investigation, particularly following a consumer complaint that your company impermissibly accessed their credit report, Experian will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of the sales contract.
"Under Section 621 (a) (2) (A) of the FCRA, any person that violates any of the provisions of the FCRA may beliable for a civil penalty of not more than $2,500 per violation."

 

UPDATE EXPRESS SERVICE AGREEMENT

 

1. Purpose To assist our Clients (mortgage lenders) in expediting the correction of consumer credit files at the three credit bureau repositories as described in Schedule A (the service). It is understood that our Client is a mortgage lender and that they are requesting assistance from Premium Credit Bureau to correct consumer credit files for the ultimate purpose of approving a mortgage loan to their customer (the consumer).

2. Responsibilities of Client Client will:

   1. assure that all items in dispute have been reviewed by the consumer prior to submission and that they believe that they are valid disputes and that the items are authentic and accurate

   2. comply with all federal, state and local laws and regulations applicable to Client’s use of the service

   3. make no warranties or guarantees of any kind or nature to the consumer or any third party regarding the service

   4. assure that any costs or fees Premium Credit Bureau charges Client for the service will under no circumstances be charged back to the consumer directly.

3. Pricing Client agrees to pay for the service in accordance with the terms at time of submission of Update Express. Current terms can be found on our website Under Update Express Pricing.

4. Indemnification Client will indemnify and hold harmless Premium Credit Bureau and its directors, officers, employees, agents, contractors and sources of information from and against, of whatever kind or nature and without limitation, any loss, cost, liability, and expense (including reasonable attorney’s fees) resulting from Client’s its employee’s or agent’s acts or omissions related to this Agreement or breach of any obligation under this Agreement

5. Limitation of Liability Premium Credit Bureau does not warrant that it can process or resolve any dispute through the service except as otherwise expressly provided in this Agreement, neither party guarantees or warrants the correctness, merchantability or fitness for a particular purpose of the information or service provided to the other. Neither Premium Credit Bureau, nor any of its officers, agents, employees, contractors, licensors or sources of information will be liable to Client, and Client releases them, for any loss or injury arising out of, or caused in whole or in part by, acts or omissions, including negligence, in providing the service.

6. Terms of the Agreement The terms of this Agreement constitute the entire understanding of the parties with respect to the subject matter herein, and supersedes all prior agreements or understandings

CREDIT SCORING SERVICES AGREEMENT

For good and valuable consideration and intending to be legally bound, Guarantor and Experian/Fair, Isaac hereby agree as follows:

1. General Provisions

   1. Subject of Agreement. The subject of this Agreement is Guarantor’s purchase of certain credit scoring services know as the “Experian/Fair, Isaac Model” from Experian/Fair, Isaac.

   2. Application. This Agreement applies to all uses of the Experian/Fair, Isaac Model by Guarantor during the Term (as defined below).

   3. Meaning of Experian/Fair, Isaac Model. For purposes of this Agreement, the term “Experian/Fair, Isaac Model” means application of a risk model developed by Experian and Fair, Isaac and Company which employs a proprietary algorithm and which, when applied to credit information relating to individuals with whom Guarantor has a credit relationship or with whom Guarantor contemplates entering into a credit relationship will result in a numerical score; the purpose of the models being to rank said individuals in order of the risk of unsatisfactory payment.

   4. Term. The term of this Agreement (the “Term”) is the period consisting of the Initial Term and, if this Agreement is renewed, the Renewal Term(s), as follows:

      1. Initial Term. The “Initial Term” is the period beginning at 12:01 a.m. on the date written above and ending at 11:59 p.m. on the day before the first anniversary of that date.

      2. Renewal Term(s). Unless one or both of the parties delivers written notice of such party’s (parties’) intent not to renew no later than thirty (30) days before the end of the Initial Term, this Agreement will renew automatically and without further action by either party for an additional one-year period (a “Renewal Term”). Thereafter, this Agreement will continue to renew automatically unless and until either party delivers nonrenewal notice no later than thirty (30) days before the end of a Renewal Term. This Agreement will terminate without further action by either of the parties in the event Guarantor discontinues use of the Experian/Fair, Isaac Model.

2. Experian/Fair, Isaac Model

   1. Generally. Upon request by Guarantor during the Term, Experian/Fair, Isaac will provide Guarantor with the Experian/Fair, Isaac Model.

   2. Time of Performance. Experian/Fair, Isaac will use commercially reasonable efforts to provide the Experian/Fair Isaac Model as expeditiously as possible and in a timely manner; provided, however, Experian/Fair, Isaac will have no liability to Guarantor hereunder for delays in providing such Experian/Fair, Isaac Model.

   3. Warranty. Experian/Fair, Isaac warrant that the Experian/Fair, Isaac Model is empirically derived and demonstrably and statistically sound and that to the extent the population to which the Experian/Fair, Isaac Model is applied is similar to the population sample on which the Experian/Fair, Isaac Model was developed, the Experian/Fair, Isaac Model score may be relied upon by Guarantor to rank consumers in the order of unsatisfactory payment such consumers might present to Guarantor. Experian/Fair, Isaac further warrants that so long as it provides the Experian/Fair, Isaac Model, it will comply with regulations promulgated from time to time pursuant to the Equal Credit Opportunity Act, 15 USC Section 1691 et seq. THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES EXPERIAN/FAIR, ISAAC HAVE GIVEN GUARANTOR WITH RESPECT TO THE EXPERIAN/FAIR, ISAAC MODEL AND SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, EXPERIAN/FAIR, ISAAC MIGHT HAVE GIVEN GUARANTOR WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Guarantor’s rights under the foregoing Warranty are expressly conditioned upon Guarantor’s periodic revalidation of the Experian/Fair, Isaac Model in compliance with the requirements of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.).

3. Fees

   1. Generally. In consideration of Experian/Fair, Isaac’s performance of the Experian/Fair, Isaac Model, Guarantor will pay Experian/Fair, Isaac fees (the “Fees”) as agreed upon in writing by Guarantor and Experian/Fair, Isaac from time to time.

   2. Taxes. Guarantor will be solely responsible for all Federal, state, and local taxes levied or assessed in connection with Experian/Fair, Isaac’s performance of the Experian/Fair, Isaac Model, other than income taxes assessed with respect to Experian/Fair, Isaac’s net income, for which income taxes Experian/Fair, Isaac will be solely responsible.

   3. Method of Payment. Periodically during the Term, Experian/Fair, Isaac will deliver to Guarantor invoices reflecting Fees (including taxes) for which Guarantor is responsible hereunder. Guarantor will pay Experian/Fair, Isaac the amounts indicated on such invoices within thirty (30) days after the invoice date. Guarantor’s obligation to pay Fees shall be absolute and unconditional and shall not be affected by any circumstance, including, without limitation, set off, counterclaim, recoupment, defense (other than the defense of payment itself) or other right Guarantor may have or allege to have against Experian/Fair, Isaac for any reason whatsoever. If Guarantor does not pay any undisputed portion of invoiced Fees within the thirty (30) day period described above, then Guarantor will also pay interest on the unpaid amount at the rate of one and one-half percent (1.5%) per month or the highest rate permitted by law, whichever is less.

4. Intellectual Property

   1. No License. Nothing contained in this Agreement shall be deemed to grant Guarantor any license, sublicense, copyright interest, proprietary rights, or other claim against or interest in any computer programs utilized by Experian/Fair, Isaac or any third party involved in the delivery of the Experian/Fair, Isaac Model.

   2. Guarantor Use Limitations By providing the Experian/Fair, Isaac Model to Guarantor pursuant to this Agreement, Experian/Fair, Isaac grants to Guarantor a limited license to use information contained in reports generated by the Experian/Fair, Isaac Model solely in its own business with no right to sublicense or otherwise sell or distribute said information to third parties.

   3. Proprietary Designations. Neither party will use, or permit their respective employees, agents and subcontractors to use, the trademarks, service marks, logos, names, or any other proprietary designations of the other party, the other party’s affiliates or any third party involved in the provision of the Experian/Fair, Isaac Model, whether registered or unregistered, without such party’s prior written consent.

5. Compliance and Confidentiality

   1. Compliance with Law. In performing this Agreement and in using information provided hereunder, both parties will comply with all Federal, state, and local statutes, regulations, and rules applicable to consumer credit information and nondiscrimination in the extension of credit from time to time in effect during the Term.

   2. Confidentiality. Each party will maintain internal procedures to minimize the risk of unauthorized disclosure of information delivered hereunder. Both parties will take reasonable precautions to assure that such information will be held in strict confidence and disclosed only to those of their respective employees whose duties reasonably relate to the legitimate business purposes for which the information is requested or used and to no other person. Without limiting the generality of the foregoing, each party will take suitable precautions to prevent loss, compromise, or misuse of any tapes or other media containing consumer credit information while in the possession of either party and while in transport between the parties.

   3. Proprietary Criteria Under no circumstances will Guarantor attempt in any manner, directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria developed or used by Experian/Fair, Isaac in performing the Experian/Fair, Isaac Model.

6. Indemnification and Limitations

   1. Indemnification of Experian/Fair, Isaac. Guarantor will indemnify, defend, and hold Experian/Fair, Isaac harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (Including attorneys’ fees) arising our of or resulting from any nonperformance by Guarantor of any obligations to be performed by Guarantor under this Agreement, provided that Experian/Fair, Isaac have given Guarantor prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.

   2. Indemnification of Guarantor. Experian/Fair, Isaac will indemnify, defend, and hold Guarantor harmless from and against any and all liabilities, damages, losses, claims, costs, and expenses (Including attorneys’ fees) arising out of or resulting from any nonperformance by Experian/Fair, Isaac under this Agreement, provided that Guarantor has given Experian/Fair, Isaac prompt notice of, and the opportunity and the authority (but not the duty) to defend or settle any such claim.

   3. Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED BY THE OTHER PARTY, REGARDLESS OF HOW SUCH DAMAGES ARISE AND OF WHETHER OR NOT A PARTY WAS ADVISED SUCH DAMAGES MIGHT ARISE. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EXPERIAN/FAIR, ISAAC TO GUARANTOR EXCEED THE FEES PAID BY GUARANTOR PURSUANT TO SECTION 3.A DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF GUARANTOR’S CLAIM.

7. Miscellaneous

   1. Amendments. This Agreement may be amended at any time, but only by written agreement, which refers expressly to this Agreement and is signed by both parties.

   2. Termination and Cancellation. This Agreement may be terminated by mutual agreement at any time, but only by a written agreement, which refers expressly to this Agreement and is signed by both parties. This Agreement shall terminate automatically in the event the Guarantor Service Agreement entered into between Experian and Guarantor is terminated or canceled for any reason. This Agreement may be canceled for any reason. This Agreement may be canceled unilaterally by either party, but only if and when (1) the other party has breached a material obligation under this Agreement, (2) the party desiring to terminate has delivered to the breaching party a written demand that the breaching party cure the breach, (3) the breaching party has failed to cure such breach within thirty (30) days after receipt of the demand, and (4) the party desiring to terminate then delivers to the breaching party written notice of cancellation.

   3. Waivers. Either party may at any time waive compliance by the other with any covenants or conditions contained in this Agreement, but only by written instrument signed by the party waiving such compliance. No such waiver, however, shall be deemed to constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or condition.

   4. Successors. This Agreement shall be binding upon and inure to the benefit of the successors of each of the parties hereto, but shall not be assignable by Guarantor without the prior written consent of Experian/Fair, Isaac.

   5. Third Parties. Guarantor acknowledges that the Experian/Fair, Isaac Model results from the joint efforts of Experian Information Solutions, Inc. and Fair, Isaac and Company, Incorporated. Guarantor further acknowledges that Experian/Fair, Isaac have a proprietary interest in said Model and agrees that either Experian Information Solutions, Inc. or the Fair, Isaac and Company, Incorporated may enforce those rights as required.

   6. Complete Agreement. This Agreement sets forth the entire understanding of Guarantor and Experian/Fair, Isaac with respect to the subject matter hereof and supersedes all prior letters of intent, agreements, covenants, arrangements, communications, representations, or warranties, whether oral or written, by any officer, employee, or representative of either party relating thereto.

ADDENDUM TO RESELLER SERVICE AGREEMENT CLASSIC^SM CREDIT RISK SCORE SERVICES

1. Based on an agreement with Trans Union LLC (“Trans Union”) and Fair Isaac Corporation (“Fair Isaac”) (“Reseller Agreement”), Reseller has access to a unique and proprietary statistical credit scoring service jointly offered by Trans Union and Fair Isaac which evaluates certain information in the credit reports of individual consumers from Trans Union’s data base ("Classic") and provides a score which rank orders consumers with respect to the relative likelihood that United States consumers will repay their existing or future credit obligations satisfactorily over the twenty four (24) month period following scoring (the “Classic Score”).

2. Subscriber, from time to time, may desire to obtain Classic Scores from Trans Union via an on-line mode in connection with consumer credit reports.

3. Subscriber has previously represented and now, again represents that it is a mortgage lender and has a permissible purpose for obtaining consumer reports, as defined by Section 604 of the Federal Fair Credit Reporting Act (15 USC 1681b) including, without limitation, all amendments thereto ("FCRA”).

4. Subscriber certifies that it will request Classic Scores pursuant to procedures prescribed by Reseller from time to time only for the permissible purpose certified above, and will use the Classic Scores obtained for no other purpose.

5. Subscriber will maintain copies of all written authorizations for a minimum of three (3) years from the date of inquiry.

6. Subscriber agrees that it shall use each Classic Score only for a one-time use and only in accordance with its permissible purpose under the FCRA.

7. With just cause, such as delinquency or violation of the terms of this contract or a legal requirement, Reseller may, upon its election, discontinue serving the Subscriber and cancel this Agreement, in whole or in part (e.g., the services provided under this Addendum only) immediately.

8. Subscriber recognizes that factors other than the Classic Score may be considered in making a credit decision. Such other factors include, but are not limited to, the credit report, the individual account history, and economic factors.

9. Trans Union and Fair Isaac shall be deemed third party beneficiaries under this Addendum.

10. Up to five score reason codes, or if applicable, exclusion reasons, are provided to Subscriber with Classic Scores. These score reason codes are designed to indicate the reasons why the individual did not have a higher Classic Score, and may be disclosed to consumers as the reasons for taking adverse action, as required by the Equal Credit Opportunity Act ("ECOA") and its implementing Regulation (“Reg. B”). However, the Classic Score itself is proprietary to Fair Isaac, may not be used as the reason for adverse action under Reg. B and, accordingly, shall not be disclosed to credit applicants or any other third party, except: (1) to credit applicants in connection with approval/disapproval decisions in the context of bona fide credit extension transactions when accompanied with its corresponding score reason codes; or (2) as clearly required by law. Subscriber will not publicly disseminate any results of the validations or other reports derived from the Classic Scores without Fair Isaac and Trans Union’s prior written consent

11. In the event Subscriber intends to provide Classic Scores to any agent, Subscriber may do so provided, however, that Subscriber first enters into a written agreement with such agent that is consistent with Subscriber’s obligations under this Agreement. Moreover, such agreement between Subscriber and such agent shall contain the following obligations and acknowledgments of the agent: (1) Such agent shall utilize the Classic Scores for the sole benefit of Subscriber and shall not utilize the Classic Scores for any other purpose including for such agent’s own purposes or benefit; (2) That the Classic Score is proprietary to Fair Isaac and, accordingly, shall not be disclosed to the credit applicant or any third party without Trans Union and Fair Isaac’s prior written consent except (a) to credit applicants in connection with approval/disapproval decisions in the context of bona fide credit extension transactions when accompanied with its corresponding score reason codes;> or (b) as clearly required by law; (3) Such Agent shall not use the Classic Scores for model development, model validation, model benchmarking, reverse engineering, or model calibration; (4) Such agent shall not resell the Classic Scores; and (5) Such agent shall not use the Classic Scores to create or maintain a database for itself or otherwise.

12. Subscriber acknowledges that the Classic Scores provided under this Agreement which utilize an individual’s consumer credit information will result in an inquiry being added to the consumer’s credit file.

13. Subscriber shall be responsible for compliance with all applicable federal or state legislation, regulations and judicial actions, as now or as may become effective including, but not limited to, the FCRA, the ECOA, and Reg. B, to which it is subject.

14. The information including, without limitation, the consumer credit data, used in providing Classic Scores under this Agreement were obtained from sources considered to be reliable. However, due to the possibilities of errors inherent in the procurement and compilation of data involving a large number of individuals, neither the accuracy nor completeness of such information is guaranteed. Moreover, in no event shallTrans Union, Fair Isaac, nor their officers, employees, affiliated companies or bureaus, independent contractors or agents be liable to Subscriber for any claim, injury or damage suffered directly or indirectly by Subscriber as a result of the inaccuracy or incompleteness of such information used in providing Classic Scores under this Agreement and/or as a result of Subscriber’s use of Classic Scores and/or any other information or serviced provided under this Agreement.

15. Fair Isaac, the developer of Classic, warrants that the scoring algorithms as delivered to Trans Union and used in the computation of the Classic Score ("Models") are empirically derived from Trans Union’s credit data and are a demonstrably and statistically sound method of rank-ordering candidate records with respect to the relative likelihood that United States consumers will repay their existing or future credit obligations satisfactorily over the twenty four (24) month period following scoring when applied to the population for which they were developed, and that no scoring algorithm used by Classic uses a "prohibited basis" as that term is defined in the Equal Credit Opportunity Act (ECOA) and Regulation B promulgated thereunder. Classic provides a statistical evaluation of certain information in Trans Union’s files on a particular individual, and the Classic Score indicates the relative likelihood that the consumer will repay their existing or future credit obligations satisfactorily over the twenty four (24) month period following scoring relative to other individuals in Trans Union’s database. The score may appear on a credit report for convenience only, but is not a part of the credit report nor does it add to the information in the report on which it is based.

16. THE WARRANTIES SET FORTH IN SECTION 15.1 ARE THE SOLE WARRANTIES MADE UNDER THIS ADDENDUM CONCERNING THE CLASSIC SCORES AND ANY OTHER DOCUMENTATION OR OTHER DELIVERABLES AND SERVICES PROVIDED UNDER THIS AGREEMENT; AND NEITHER FAIR ISAAC NOR TRANS UNION MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES CONCERNING THE PRODUCTS AND SERVICES TO BE PROVIDED UNDER THIS AGREEMENT OTHER THAN AS SET FORTH IN THIS ADDENDUM. THE WARRANTIES AND REMEDIES SET FORTH IN SECTION 15.1 ARE IN LIEU OF ALL OTHERS, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT MIGHT BE IMPLIED FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE). THERE ARE NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

17. IN NO EVENT SHALL ANY PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTIES AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

18. THE FOREGOING NOTWITHSTANDING, WITH RESPECT TO SUBSCRIBER, IN NO EVENT SHALL THE AFORESTATED LIMITATIONS OF LIABILITY, SET FORTH ABOVE IN SECTION 16, APPLY TO DAMAGES INCURRED BY TRANS UNION AND/OR FAIR ISAAC AS A RESULT OF: (A) GOVERNMENTAL, REGULATORY OR JUDICIAL ACTION(S) PERTAINING TO VIOLATIONS OF THE FCRA AND/OR OTHER LAWS, REGULATIONS AND/OR JUDICIAL ACTIONS TO THE EXTENT SUCH DAMAGES RESULT FROM SUBSCRIBER’S BREACH, DIRECTLY OR THROUGH SUBSCRIBER’S AGENT(S), OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

19. ADDITIONALLY, NEITHER TRANS UNION NOR FAIR ISAAC SHALL BE LIABLE FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS ADDENDUM BROUGHT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED. IN NO EVENT SHALL TRANS UNION’S AND FAIR ISAAC’S AGGREGATE TOTAL LIABILITY, IF ANY, UNDER THIS AGREEMENT, EXCEED THE AGGREGATE AMOUNT PAID, UNDER THIS ADDENDUM, BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING ANY SUCH CLAIM, OR TEN THOUSAND DOLLARS ($10,000.00), WHICHEVER AMOUNT IS LESS.

20. This Addendum may be terminated automatically and without notice: (1) in the event of a breach of the provisions of this Addendum by Subscriber; (2) in the event the agreement(s) related to Classic between Trans Union, Fair Isaac and Reseller are terminated or expire; (3) in the event the requirements of any law, regulation or judicial action are not met, (4) as a result of changes in laws, regulations or regulatory or judicial action, that the requirements of any law, regulation or judicial action will not be met; and/or (5) the use of the Classic Service is the subject of litigation or threatened litigation by any governmental entity.

GUARANTOR acknowledges that GUARANTOR has read, understands and agrees to the terms and conditions of this Agreement. GUARANTOR has executed this Agreement with the intent to be legally bound. GUARANTOR acknowledges receipt of an exact copy of this Agreement

By submitting this document electronically, GUARANTOR acknowledges that GUARANTOR has read and understands the above writing, and will keep a copy of this document in GUARANTOR’S files.

 

Revision 3/1/08