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
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:
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).
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.
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.
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