EXHIBIT 10.14
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED PURSUANT TO
RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, IS OMITTED AND IS NOTED
WITH **. A COPY OF THIS AGREEMENT, INCLUDING ALL INFORMATION FOR WHICH
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED HAS BEEN SEPARATELY FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION.
SERVICE AGREEMENT
FOR
CONSUMER RESALE
This Agreement is made this 31 day of August 1999, by and between Credit
Comm. Services (hereinafter referred to as "Customer") and Trans Union
Corporation (hereinafter referred to as "Trans Union") to provide for credit
reporting services.
WHEREAS, Customer is in the business of providing consumer reports and
other related services to consumers; and
WHEREAS, Customer desires to make Trans Union consumer credit reports and
other services available to consumers for a fee.
NOW THEREFORE, in consideration of the premises and the mutual benefits
expressed herein, the parties agree as follows:
I. Customer Responsibilities
A. Customer shall obtain Trans Union consumer reports in order to market
the reports, with added services, to consumers, as individual reports or as
merged reports with the like reports received from other consumer reporting
agencies, and for no other purpose. Customer recognizes that the Federal Fair
Credit Reporting Act prohibits obtaining consumer reports under false
pretenses, and hereby certifies that it shall obtain reports only for the
purpose stated herein. All advertising or promotional materials used to promote
the sale of credit reports to consumers shall be submitted to Trans Union for
prior approval, which approval shall not be unreasonably withheld.
B. Customer shall not resell reports or information from reports
obtained from Trans Union to anyone other than the subject of the report.
Customer shall maintain strict identification systems to assure that no report
or information therefrom is returned or provided to anyone other than the
subject of the report. If it determines that any report or information
therefrom as provided to a party other than the subject of the report, it shall
immediately notify Trans Union.
C. Customer may advertise its services on the internet or another
proprietary computer system. However, reports may not be sold or delivered over
a computer network. In the event Customer believes that adequate security has
been established to permit on line network or internet access, with no risk of
a party other than the appropriate party obtaining an individual's consumer
report, Customer 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.
D. Customer shall not charge consumers for the Trans Union report more
than is permitted by federal or state law, and no more than $8.00 to consumers
residing in the following states: Alabama, Arkansas, California, Connecticut,
Florida, Idaho, Illinois,
Michigan, Missouri, Nevada, New Hampshire, New Mexico, New York, Ohio,
Pennsylvania, Texas and Washington. This limitation on consumer fees is not
intended to restrict Customer's right to sell additional services or features,
including explanatory material, for added fees, or to bundle Trans Union's
report with that from other consumer reporting agencies for additional fees.
E. Customer shall establish a toll free telephone line for consumers to
call with questions regarding their reports obtained from Customer, and shall
provide adequate staffing to provide satisfactory telephone service to
consumers. All personnel of Customer interfacing with consumers shall have
adequate training according to the standards established for consumer
interviewers by the Associated Credit Bureaus.
F. Trans Union reserves the right to terminated this Agreement at any
time with or without notice, if any reports are purchased by Customer for
purposes other than the purposes stated herein, or if the provisions of this
Agreement, and requirements on Customer are not performed.
G. In the event any consumer disputed the accuracy of any information in
his or her Trans Union consumer report, the parties shall coordinate their
activities, such that the information can be reinvestigated by Trans Union and
corrected.
II. 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 OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE ACCURACY OF
ANY TRANS UNION CREDIT INFORMATION FURNISHED BY TRANS UNION TO CUSTOMER. IN NO
EVENT SHALL TRANS UNION BE LIABLE TO CUSTOMER IN NAY MANNER WHATSOEVER FOR ANY
LOSS OR INJURY TO CUSTOMER RESULTING FORM THE OBTAINING OR FURNISHING OF CREDIT
REPORTS AND, FURTHER, CUSTOMERS 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 CUSTOMER TO KEEP AND PERFORM ANY OF
ITS OBLIGATION DESCRIBED HEREIN.
III. Fees and Charges.
A. Customer shall pay to Trans Union for each access to Trans Union's
database, the price for the report stated in an addendum hereto, which price
may be changed from time to time by Trans Union upon a prior thirty day notice.
B. Trans Union shall provide monthly invoices to Customer for all access
to Trans Union's database, and such invoices shall be paid by Customer 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, Customer shall be liable for all cost of
collection, including reasonable attorney's fees.
IV. 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 notice at least sixty (60) days prior to the termination date, and Trans
Union may cancel at any time if it determines that the requirements of this
Agreement or any law have not been met, if reports are purchased contrary to
the conditions stated herein, of if any invoice remains unpaid for thirty days
after 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 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 Customer without the
prior written consent of Trans Union.
D. Notwithstanding any provisions to the contrary herein contained, no
party hereto shall be liable to the other party for any delay or interruption
in performance as to any obligation hereunder resulting from governmental
emergency orders, judicial or governmental action, emergency regulations,
sabotage, riots, vandalism, labor strikes or disputes, acts of God, fires,
electrical failure, major computer hardware or software failures, equipment
delivery delays, acts of third parties, or any other cause, if such delay or
interruption in performance is beyond its reasonable control.
E. Each of the parties to this Agreement are independent contractors and
nothing contained in this Agreement shall be construed as creating 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 the date first above written.
Customer: /s/ Credit Comm Services
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Trans Union Corporation:
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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VP/AS
PRICING
ADDENDUM TO
SERVICE AGREEMENT
BY AND BETWEEN
TRANS UNION LLC
AND
INTERSECTIONS
--------------------------
This Pricing Addendum, executed this 28th day of February, 2003, by and
between Trans Union LLC (Trans Union) and Intersections ("CUSTOMER"), is
intended to establish the pricing for credit reports and related products and
services provided to CUSTOMER by Trans Union under the Service Agreement and
other ancillary product agreements in effect between the parties.
1. The following pricing shall be effective during the term of this
agreement:
**
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** This information is confidential and has been omitted and
filed separately with the Securities and Exchange Commission.
2. The term of this Pricing Addendum will begin on March 26, 2003, and
shall expire March 25, 2005 (2) year from that date. If new pricing has not
been agreed to in writing, or if the term of this Pricing Addendum has not been
extended by written agreement, then upon expiration of this Pricing Addendum
the pricing herein shall remain in effect on a month to month basis.
3. The pricing terms contained herein shall inure to the benefit of
CUSTOMER and
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those subsidiaries and affiliates of CUSTOMER identified on Exhibit A hereto.
In the event that CUSTOMER is acquired by or merged with another entity, or
CUSTOMER acquires another entity, and such acquisition or merger materially
affects CUSTOMER'S anticipated volumes, Trans Union reserves the right to
request the re-negotiation of this Pricing Agreement upon 30 days prior
written notice, and if new pricing terms cannot be agreed to, Trans Union
may terminate this Pricing Agreement upon 30 days prior written notice.
4. In the event that Trans Union's cost of rendering service increases
as a result of federal, state or local laws, ordinances or other regulatory,
administrative or governmental acts, Trans Union at its option may, upon sixty
(60) days prior written notice to CUSTOMER, increase the fees charged to
CUSTOMER hereunder in proportion to the increased costs incurred by Trans Union
for the credit reports pertaining to consumers in the geographic area affected
by the change in law, ordinance or other regulatory, administrative or
governmental act. **
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** This information is confidential and has been omitted and
filed separately with the Securities and Exchange Commission.
All other terms and conditions of the Service Agreement and ancillary
agreements shall remain in full force and effect, except that the Service
Agreement may not be terminated by CUSTOMER during the term of this Pricing
Addendum except for cause.
Agreed to on the date first written above.
Trans Union LLC CUSTOMER
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Print Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇ Print Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: VPAS Title: CEO
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National Direct to Consumer Reseller Pricing
Effective 7/26/2003
**
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** This information is confidential and has been omitted and filed separately
with the Securities and Exchange Commission.
