EXHIBIT 10.5.2
Agreement
for the Resale
of
TRACE, ReTRACE And IDSearch
This Agreement is made by and between Avert. Inc. (Reseller) and Trans Union LLC
(Trans Union) as of the date indicated below.
1. Reseller may obtain from Trans Union any or all of the following:
a) Name and address information upon entering a social security number
into the Trans Union system (herein called TRACE);
b) Social Security information upon entering a name and address (herein
called ReTRACE); and
c) Name, address and social security number upon entering name, address
and social security number or name and social security number
(IDSearch).
for the purpose of reselling any or all of them to qualified customers as
defined below. Trans Union will also make available to Reseller access to a
database of information provided by its subscribers, other third parties,
and independently assembled, that consists of addresses, telephone numbers,
Social Security Numbers and other data (not individually identifiable) as
may from time to time be added, used or potentially useable in
unsatisfactory credit experiences (hereinafter called "Hawk"). Reseller may
make Hawk available to Subscriber with any of the foregoing products upon
request under the terms and conditions set forth herein.
1. The foregoing products are referred to herein collectively as "The Products".
No credit information shall be supplied in response to such an inquiry for any
of The Products.
2. Reseller shall require its customers to sign a Service Agreement for TRACE,
ReTRACE and IDSearch in the form attached hereto as Exhibit A, wherein such
customers state the nature of their business, and the appropriate use for The
Products, in accordance with the individual Reference Service Group Principles
(IRSG). Reseller may obtain a copy of the IRSG Principles from Trans Union, or
from the IRSG at xxx.xxxx.xxx. Reseller shall take reasonable steps to verify
who its customers are, and that their certifications are accurate. Reseller
shall retain copies of all documentation evidencing the steps taken to verify
its customers and their certifications, as well as copies of signed service
agreements from its customers, so long as such customer is purchasing one of The
Products and for a period of three (3) years thereafter. Reseller shall not sell
any of The Products to another reseller, buy may sell The Products only to
qualified end users.
3. Reseller agrees to comply with the IRSG Principles, and obtain an assurance
review annually from an independent auditing firm, as required by the IRSG
Principles, and present the assessment letter to Trans Union annually, no later
than April 1 of each full calendar year during this Agreement remains in effect.
In the event such a letter is not received, or Reseller fails such assessment,
this Agreement shall be terminated by Trans Union as set forth below.
4. The Products or data therefrom may be transferred without change, may be
reformatted by Reseller, or may be merged with other data obtained by Reseller
from other sources. Each report obtained by Reseller hereunder shall be used
only one time, and only by or on behalf of the user for whom it was requested.
Reseller may not archive or otherwise retain or use any report obtained
hereunder for any other purpose.
5. Reseller may advertise its services on the Internet or another proprietary
computer system. However The Products 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 to The
Products, with no risk of any party other than the appropriate party obtaining
the 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 The Products can
occur.
Failure to obtain such prior approval shall result in termination of this
Agreement.
6. Reseller shall pay a fee for each inquiry for any of The Products, according
to Trans Union's current published fee schedule then in effect. Additionally,
Reseller agrees to pay to Trans Union any applicable membership fee or monthly
minimum according to the published fee schedule. Reseller agrees to pay Trans
Union upon receipt of the statement for the services rendered during the
previous thirty (30) day period according to the current rate schedules in
effect. Trans Union reserves the right to change the charges from time to time,
but no change in such charges shall become effective as to the Reseller earlier
than thirty (30) days after written notice thereof shall have been given by
Trans Union to the Reseller. There shall be no refunds or rebates of any annual
Reseller fee under this Agreement. All Reseller fees are compensation for
supplying service and carrying the account.
7. Trans Union agrees to maintain information as obtained from available
sources. Trans Union shall use good faith in attempting to obtain information
from sources deemed reliable, but does not guarantee the accuracy of the
Products, and in no event shall Trans Union be held liable in any manner
whatsoever for any loss or injury to Reseller resulting from the obtaining or
furnishing of the Products; and further Reseller agrees to hold Trans Union
harmless and indemnify it from any and all claims, losses, and damages arising
out of alleged liability or failure of the Reseller to keep and perform any of
its obligations described herein.
8. This Agreement shall remain in force and effect for one year from 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 ten (10) days prior to the end of the current monthly payment period.
9. Trans Union may audit Reseller's compliance with the requirements of this
Agreement, during business hours and upon reasonable notice. It is further
agreed, however, that with just cause, such as delinquency or violation of the
terms of this Agreement, including but not limited to Reseller's failure to
obtain an assessment letter or a comply with an IRSG or legal requirement, or
Reseller's failure to fully cooperate in any audit, Trans Union may, upon its
election, discontinue serving the Reseller and cancel this Agreement
immediately.
10. The parties hereto agree that this instrument is the full and complete
Agreement between them regarding the furnishing of The Products, and is not to
be altered, varied, or enlarged upon by any verbal promises, statements, or
representations not expressed herein. This Agreement shall be not binding on
either party until accepted by Trans Union.
Trans Union LLC Reseller: _______________________________
By: _______________________________ By: _____________________________________
Print Name: _______________________ Print Name: _____________________________
Title: ____________________________ Address: ________________________________
Date: _____________________________ Date: ___________________________________
