EXHIBIT 10.7
AGREEMENT FOR CREDIT MONITORING BATCH PROCESSING SERVICES
This AGREEMENT FOR CREDIT MONITORING BATCH PROCESSING SERVICES by and among
EQUIFAX CONSUMER SERVICES, INC., a Georgia corporation with a principal place of
business at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇.▇., ▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Consumer Services"),
INTERSECTIONS INC. a Delaware corporation with its principal place of business
at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("Intersections") and CREDITCOMM
SERVICES LLC, a Delaware limited liability company with a its principal place of
business at ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("CreditComm"), is entered
into as of November 27, 2001 (the "Effective Date")
WHEREAS, Equifax Credit Information Services, Inc. N/K/A Equifax Information
Services LLC ("Equifax"), CreditComm and Processor, entered into an Agreement -
Consumer Disclosure Service effective April 7, 1997, regulating the provision,
access to and use of certain Equifax credit information and the resale of that
information in the form of "CreditCompare" and "Credit Monitoring" Services to
Consumer Subjects, all on the terms and conditions set forth therein (the "Data
Agreement"); and
WHEREAS, Equifax, CreditComm and Processor later entered into a First Addendum
to the Data Agreement, dated March 30, 2001, permitting Intersections and
Processor to access and use Equifax credit information and resale that
information in the form of CreditCompare and Credit Monitoring Services to
consumer subjects in electronic format via the internet, all on the terms and
conditions set forth therein; and
WHEREAS, CreditComm is a wholly-owned subsidiary of Intersections, and
WHEREAS, Equifax, CreditComm, Intersections and Processor are contemporaneously
with this Agreement entering into a Second Amendment to the Data Agreement
providing for certain pricing and other changes; and
WHEREAS, Consumer Services has entered into with Intersections and CreditComm a
certain Marketing, Operational and Cooperative Services Agreement, dated
November 27, 2001 (the "Commercial Agreement"), pursuant to which Intersections,
CreditComm and Consumer Services agree to cooperate on a number of commercial
projects including the transition by Intersections of all of its one bureau and
dual bureau credit monitoring or other reports to use Equifax credit information
as the exclusive credit information incorporated in such services; and
WHEREAS, in order to fully comply with certain agreements and commitments made
in the Commercial Agreement and the Data Agreement, as amended, Intersections
will need certain Credit Monitoring Batch Processing services;
NOW THEREFORE, for good and valuable consideration the receipt of which is
hereby acknowledged, the parties now agree as follows:
1. DEFINITIONS. The following definitions shall apply:
1.1. "Intersections" shall mean and include CreditComm Services LLC,
Intersections Inc., or Processor, unless otherwise specified herein or unless
the context otherwise requires.
1.2. "Intersections Monitoring Products" shall mean the single, dual and
triple bureau credit monitoring products sold to consumers by Intersections
under various names.
1.3. "Member" shall mean a consumer who has purchased a an Intersections
Monitoring Product.
1.4. "Member Information" shall mean information about a Member that is
provided by Intersections to Equifax for purposes of the Credit Monitoring Batch
Services.
2. EXCLUSIVITY.
2.1. Intersections shall use Equifax credit information as the sole
component of all of its existing and future one-bureau Intersections
Monitoring Products that require credit information. In addition,
Intersections shall utilize Equifax credit information as one of the two
bureaus used in any of its dual bureau Intersections Monitoring Products,
and as one of the three bureaus used in any tri-bureau Intersections
Monitoring Products requiring credit information unless an Intersections'
client makes a specific request not to include Equifax.
2.2. Intersections shall use its best efforts to transition all of its
existing one bureau and dual bureau Intersections Monitoring Products to use
Equifax credit information as its underlying component, not later than one
hundred and eighty (180) days after Equifax provides to Intersections the
creditor contact information required by Section 3.4 hereof.
2.2.1. Intersections will, on a monthly basis, report to Consumer
Services the number of its Intersections Monitoring Products
Customers who have been converted to Equifax and the number still
to be converted.
2.2.2. Consumer Services will cooperate with Intersections in its
transition efforts including providing such reasonable assistance that
Intersections may request (subject to any legal, or contractual obligations
restraining Equifax's actions).
3. SERVICES.
3.1. Consumer Services shall provide to Intersections solely for the
purposes of including the same in the Intersections Monitoring Products Credit
Monitoring Batch Processing services ("Credit Monitoring Batch Service")
consisting of a batch processing service that monitors a Member's credit file on
a daily basis, capturing specific changes to a Member's credit file. Consumer
Services shall deliver a file containing these changes to Intersections.
3.2. Intersections shall use the information received as part of the
Credit Monitoring Batch Service only to calculate the changes to a Members'
credit information for purposes of reporting the same as part of an
Intersections Monitoring Product.
3.3. Intersections reserves the right to modify or increase the number
of data elements that are scanned for in the Credit Monitoring Batch Service.
The initial data elements shall be: trade lines, new Inquiries, and address
changes.
-2-
3.4. Consumer Services shall endeavor, using commercially reasonable
means, to make available to Intersections access to the Equifax creditor contact
information in electronic format no later than ninety (90) days after the
Effective Date.
3.5. Consumer Services will deliver the credit Information through the
Credit Monitoring Batch Service for all Members known to Consumer Services at
the beginning of each month and for any additional new Members whom
Intersections informs Consumer Services of during the month. Credit information
provided through the Credit Monitoring Batch Service will be discontinued as to
any Member cancellation as of the beginning of the next month after
Intersections notifies Consumer Services of such cancellation.
4. CONFIGURATION. Each party will, at its expense, be responsible
for configuring its hardware and software so that it is capable of receiving and
or using the Credit Monitoring Batch Services, in accordance with this
Agreement. Equifax will notify Intersections that the Credit Monitoring Batch
Services are configured in accordance with the Agreement, at which time, Equifax
will make the Credit Monitoring Batch Services available to Intersections.
5. PRICING.
5.1. Fees. The fees applicable to the Credit Monitoring Batch
Service provided hereunder shall be inclusive as follows:
Credit Monitoring Batch $ .09 per month for each Member without
Processing Services regard to whether any changes are identified
Intersections will pay to Equifax the fees for the Credit Monitoring
Batch Services as described above, which will be payable by Intersections upon
receipt of Equifax's invoice therefor. Fees payable under this Agreement are not
subject to reduction or set-off for any costs, expenses or liabilities incurred
by Intersections.
5.2. Conditions. If at any time, Intersections fails for a
thirty-day period to satisfy the exclusivity requirements of section 1, Consumer
Services may change such pricing for all future purchases to its then current
pricing based on volume.
5.3. Failure to Pay Timely. In the event that Intersections fails
to timely pay in whole or in part, any invoice presented by Equifax hereunder
Equifax, reserves the right to (i) suspend the Credit Monitoring Batch Services
until all overdue amounts have been paid and or (ii) change Intersections'
payment terms to require payment in advance. Intersections' repeated or
continued failure to timely pay invoices when due, may result in Equifax
exercising its rights of termination under Section 8.2.
5.4. Taxes. All fees quoted in this Agreement are exclusive of any
sales, use or other tax related to the parties' performance of their obligations
or exercise of their rights under this Agreement. Intersections will be
responsible for any sales, use or other tax related to the parties' performance
of their obligations or exercise of their rights under this Agreement regardless
of whether such tax is currently existing or later enacted. Notwithstanding the
foregoing, Intersections will not be responsible for taxes imposed on the
revenues or income of Equifax.
-3-
5.5. Records Retention. Unless otherwise provided in this
Agreement, Equifax may maintain records and books of accounts relating to the
computation of the fees owed by Intersections following termination of this
Agreement and other records regarding the performance of the Credit Monitoring
Batch Services.
5.6. Disputed Amounts. If Intersections disputes the accuracy or
applicability of a charge or credit, Intersections will notify Equifax of such
dispute as soon as practicable, but in no event later than sixty (60) days,
after such discrepancy has been discovered. In no event will Intersections
initiate a dispute regarding the accuracy or applicability of a charge or credit
more than one (1) year after the invoice date first reflecting such charge or
credit. The parties will investigate and resolve the dispute in a timely
fashion. Intersections will pay any undisputed amounts (including undisputed
amounts in an invoice containing a disputed charge) in accordance with this
Agreement, and Equifax will promptly credit to Intersections any undisputed
credit amounts. A party will pay or credit to the other within ten days after
resolution of a dispute, any amounts agreed to be paid or credited by it.
6. MEMBER INFORMATION.
6.1 Disclosure and Use. Intersections hereby grants to Equifax a
nonexclusive license to: (a) use Member Information as required to provide the
Credit Monitoring Batch Services, and internally analyze the performance of the
Credit Monitoring Batch Services; (b) disclose the items of Member Information
to its subcontractors (including its affiliates) for the sole purpose of
providing the Credit Monitoring Batch Services and assisting Equifax in its
performance of its obligations under this Agreement; and (c) disclose Member
Information as required by law or the operation of the Credit Monitoring Batch
Services. Equifax will not, and will use reasonable efforts to ensure that its
subcontractors (including its affiliates) do not, use or disclose Member
Information in any way other than as expressly permitted under this Agreement.
Without limiting the foregoing, Equifax will not, and will use reasonable
efforts to cause its subcontractors (including its affiliates) not to, modify,
update or make any notations in any Equifax database based on the Member
Information except for the addition of a statement in the consumer report of the
Member indicating that such report was delivered to Intersections at the
Member's request (including the date of delivery). Equifax will use at least
industry-standard methods to protect the security of Member Information.
6.2 Ownership. Except as otherwise provided in this Agreement, as
between Intersections and Equifax: (a) Intersections and its suppliers retain
all right, title and interest in and to all intellectual property rights
embodied in or associated with the Member Information, except for that
identified in the immediately following clause (b), and (b) Equifax and its
suppliers retain all right, title and interest in and to all intellectual
property rights embodied in or associated with the Credit Monitoring Batch
Services except for the Member Information. Aggregation data created from Member
Information by Equifax shall be and remain the property of Equifax. There are no
implied licenses under this Agreement, and any rights not expressly granted to a
licensee under this Agreement are reserved by the licensor or its suppliers.
Neither party will exceed the scope of the licenses granted under this
Agreement.
6.3 Equifax Credit Watch Members. Notwithstanding the foregoing
paragraph 6.2, nothing in this Agreement is intended to define or transfer the
ownership of any information of a Member who has purchased Equifax Credit Watch
(Offline) to be fulfilled by Intersections.
-4-
Rights in such information are to be governed by the Commercial Agreement or
other agreements between the parties.
7. WARRANTIES.
7.1 Performance of Credit Monitoring Batch Services. Equifax
warrants that (a) it, and each of the subcontractors that it uses to provide and
perform the Credit Monitoring Batch Services, have the necessary knowledge,
skills, experience, qualifications and resources to provide and perform the
Credit Monitoring Batch Services in accordance with this Agreement; and (b) the
Credit Monitoring Batch Services will be performed in a diligent, workmanlike
manner.
7.2 Member Information. Intersections warrants that it either
owns, or has the right to provide to Equifax according to Section 6.1 of the
Agreement, the Member Information.
7.3 Disclaimer. Except as otherwise expressly stated in this
Section 7.3, each party provides all materials and services to the other party
"as is," and each party disclaims all warranties and conditions, express,
implied or statutory, including without limitation the implied warranties of
title, non-infringement, and merchantability and fitness for a particular
purpose. Except as otherwise expressly stated in this Agreement, Equifax does
not warrant that the Credit Monitoring Batch Services operate uninterrupted or
error-free. Equifax does not warrant, and will not be liable for, either the
accuracy or results of the Credit Monitoring Batch Services to the extent any
inaccuracies are caused by data and/or information received from Intersections
or any third party (including its affiliates). Each party acknowledges that it
has not entered into this Agreement in reliance upon any warranty or
representation except those specifically set forth in this Agreement.
8. TERM AND TERMINATION.
8.1. Term and Renewal. The term of this Agreement shall be five (5)
years from the Effective Date hereof. This Agreement shall renew for consecutive
two (2) year terms unless, written notice of nonrenewal is given by either party
at least twelve (12) months prior to the effective date of the renewal.
8.2. Termination Due to Termination of Commercial Agreement.
Notwithstanding section 5.1 above, and subject to section 5.4 below, this
Agreement shall automatically terminate twenty four (24) months after the date
of termination or expiration of the Commercial Agreement for any reason;
provided, however, that in the event that Intersections terminates the
Commercial Agreement due to the material breach or default of Equifax, this
Agreement shall terminate the later of (i) twenty four (24) months after the
termination of the Commercial Agreement or (ii) five years after the Effective
Date.
8.3. Termination of Exclusivity. Notwithstanding the exclusivity
requirement of Section 1 of this Second Addendum, in the event that (i) either
Party gives notice of nonrenewal pursuant to Section 5.1, or (ii) Section 5.2
becomes operable due to the termination or expiration of the Commercial
Agreement, Intersections, may, at its discretion cease purchasing Equifax Credit
Information for new enrollees of Intersections Products (excluding any such
Services being provided to any Equifax-affiliated company) no sooner than six
(6) months prior to the anticipated end of the Term of this Agreement.
-5-
8.4. Change of Control of Intersections. Notwithstanding any
provision of this Agreement to the contrary, this Agreement shall automatically
terminate thirty (30) days after termination of the Commercial Agreement by
Equifax pursuant to Section 21.4.4 thereof (referencing Section 3.8 of a certain
Stockholders Agreement and certain Restricted Purchasers).
8.5. Termination Due to Breach. If, at any time, Intersections is
(i) delinquent in the payment of any charges due Equifax pursuant to this
Agreement and remains delinquent for more than thirty (30) days after notice
from Equifax, or (ii) is in violation of any of the material terms of this
Agreement and remains in violation for more than ten (10) days after notice from
Equifax of such violation, then Equifax may, at its election, discontinue
providing Services to Intersections and terminate this Agreement immediately by
giving written notice to Intersections.
8.6. Continued Effect. In the event of termination of this
Agreement for any reason, the provisions of this Agreement shall remain in full
force and effect as to all Equifax credit information which Intersections has
requested or received from Equifax prior to the date of termination.
9. CROSS DEFAULT. Intersections acknowledges and agrees that a default
under this Agreement that remains uncured after giving effect to any available
notice and remedy periods, which would under such circumstances permit Equifax
to terminate this Agreement, shall be a default under the Commercial Agreement
and the Data Agreement.
10. INDEMNITY.
10.1. Mutual Indemnification. Each party (the "Indemnifying Party")
will indemnify and hold harmless the other party, including, but not limited to
such party's affiliates, officers, employees, directors, agents, successors and
assigns, (the "Indemnified Parties") against any and all damages, losses, costs
and expenses, which the Indemnified Parties pay to third parties with respect to
claims by such third parties based on the Indemnifying Party's willful
misconduct. The Indemnified Party will also indemnify and hold harmless the
Indemnified Parties from reasonable attorney's fees and expenses incurred by
them in the event the Indemnifying Party does not assume the defense of such
claims in accordance with Section 10.4.
10.2. Intersections Indemnification. Intersections will indemnify and
hold harmless Equifax including, but not limited to, its affiliates, officers,
employees, directors, agents, successors and assigns (the "Equifax
Indemnitees"), against any and all damages, losses, costs and expenses, which
the Equifax Indemnitees pay to third parties with respect to claims by such
third parties based on (i) Intersection's use of the Credit Monitoring Batch
Services (except if such claim results from a breach of the Agreement by Equifax
or the operation or the conduct of Equifax business). Intersections will also
indemnify and hold harmless the Equifax Indemnitees from reasonable attorney's
fees and expenses incurred by them in the event that Intersections does not
assume the defense of such claims in accordance with Section 10.4.
-6-
10.3. Equifax Indemnification. Equifax will indemnify and hold harmless
Intersections including, but not limited to, its affiliates, officers,
employees, directors, agents, successors and assigns (the "Intersections
Indemnitees"), against any and all damages, losses, costs and expenses, which
the Intersections Indemnitees pay to third parties with respect to claims by
such third parties based on the infringement of such third parties intellectual
property rights by (i) the Equifax Software (unless such claim results from
Intersections's breach of the Agreement) or (ii) the Credit Monitoring Batch
Services (unless such claim is based on the combination of the Credit Monitoring
Batch Services with any process, software or hardware that is not provided by
Equifax). Equifax will also indemnify and hold harmless Intersections from
reasonable attorney's fees and expenses incurred by them in the event that
Equifax does not assume the defense of such claims in accordance with Section
10.4.
10.4. Conditions. The indemnified party covenants to (i) give the
indemnifying party notice of the relevant claim as soon as practicable, but in
all events, within a period of time that will not prejudice the rights of the
indemnifying party, (ii) cooperate with the indemnifying party, at the
indemnifying party's expense, in the defense of such claim, and (iii) give the
indemnifying party the right to control the defense and settlement of any such
claim, except that the indemnifying party will not enter into any settlement
that involves a remedy other than the payment of money by the indemnifying party
without the indemnified party's prior written approval which shall not be
unreasonably withheld. The indemnified party will have the right to participate
in the defense at its expense.
11. LIABILITY LIMITS. Neither party will be liable to the other
party or any third party for any special, exemplary, punitive, indirect,
multiple, incidental or consequential damages arising out of or in connection
with this Agreement whether based in contract, tort (including, without
limitation, negligence) or on any other legal or equitable grounds.
11.1. Except for the fees and expenses payable by Intersections to
Equifax, in no event will either party be liable to the other party in the
aggregate with respect to any and all breaches and defaults under this Agreement
for an amount greater than the fees paid by Intersections to Equifax during the
six (6) month period preceding a claim giving rise to such liability.
11.2. The limitations of liability set forth in this Section 11
shall not apply in the event of a claim by either party under Section 12.
12. CONFIDENTIAL INFORMATION. A party's "Confidential Information"
is defined as any confidential or proprietary information of a party which is
disclosed to the other party, is treated as secret by the disclosing party and
is marked confidential, if disclosed in writing or, if disclosed orally or is
incapable of being marked, is identified as confidential at the time of
disclosure and is followed up by a writing by the disclosing party to the
receiving party within ten (10) days of disclosure indicating the confidential
nature of the information. Each party will protect the other party's
Confidential Information with at least the same level of care that it uses to
protect its own information of a similar nature, but in no event less than a
reasonable standard of care, and will not disclose the Confidential Information
to third parties nor use the other party's Confidential Information for any
purpose other than as required to perform under this Agreement. Notwithstanding
the foregoing, either party may disclose the other party's Confidential
Information to its Affiliates and/or subcontractors who have a need to know such
-7-
Confidential Information and who agree to observe and abide by the
confidentiality obligations under this Agreement. Confidential Information does
not include information which (a) is already known by the recipient, (b)
becomes, through no act or fault of the recipient, publicly known or available,
(c) is received by recipient from a third party without a restriction on
disclosure or use, or (d) is independently developed by recipient without
reference to the Confidential Information. The restrictions on the disclosure of
Confidential Information will not apply to Confidential Information which is
required to be disclosed by a court or government agency; however, the party
obligated to disclose the other party's Confidential Information in those
circumstances will promptly notify the other party so that party may seek a
protective order and will make a reasonable effort itself to obtain a protective
order for or otherwise protect the Confidential Information. The parties'
confidentiality obligations under this Section 12 will continue indefinitely for
so long as the Confidential Information is a trade secret under applicable law
and will continue with regard to the Confidential information which does not
rise to the level of a trade secret for the earlier to occur of (y) the
information no longer qualifies as Confidential Information, or (z) two (2)
years following the termination of this Agreement.
12.1. Each party acknowledges that breach of this Section 12 could
cause irreparable harm to the other party for which monetary damages may be
difficult to ascertain or an inadequate remedy. Each party therefore agrees that
the disclosing party may, in addition to any other rights and remedies, seek
injunctive relief for any threatened or actual violation or breach of this
Section 12.
13. COMPLIANCE.
13.1. With Laws. At its own expense, Equifax will comply with all
applicable laws and regulations regarding the performance of the Credit
Monitoring Batch Services. At its own expense, Intersections will comply with
all applicable laws and regulations regarding the use and receipt of the Credit
Monitoring Batch Services. Intersections acknowledges and agrees that in order
to comply with certain state and federal laws and regulations that apply to the
Credit Monitoring Batch Services Intersections (i) must obtain the Member's
consent prior to Equifax gaining access to the Member's consumer report and (ii)
comply in all respects with the requirements of a user of consumer reports under
the Fair Credit Reporting Act (the "FCRA") including, but not limited to,
providing the Member with adverse action notice as described in Section 615(a)
of the FCRA in certain circumstances.
13.2. Certification. Intersections hereby certifies that Equifax, on
behalf of Intersections, and Intersections, are obtaining the Member's consumer
report (or information contained therein) for the purpose of providing the
Member Intersections Monitoring Products purchased by the Member in connection
with a transaction initiated by the Member, and that Intersections will not use
such consumer report (or information contained therein) for any other purpose.
13.3. Export. Intersections acknowledges that the Credit Monitoring
Batch Services and all related technical information, documents and materials,
may be subject to export controls under the U.S. Export Administration
Regulations and may be subject to import controls of Intersections's country.
Intersections will (i) comply strictly with all legal requirements established
under those controls; (ii) cooperate fully with Equifax in any official
-8-
or unofficial audit or inspection that relates to these controls; and (iii) not
export, re-export, divert or transfer, directly or indirectly, any such item (x)
to Cuba, Iran, Iraq, Libya, North Korea, Sudan, Syria or any other country
subject to U.S. trade sanctions covering the Credit Monitoring Batch Services or
the related technical information, documents and materials to individuals or
entities controlled by such countries, or to nationals or residents of such
countries other than nationals who are lawfully admitted permanent residents of
countries not subject to such sanctions; or (y) to anyone on the U.S. Treasury
Department's list of specifically Designated Nationals and Blocked Persons or
the U. S. Commerce Department's Table of Denial Orders.
14. GENERAL.
14.1. Governing Law. This Agreement will be governed and construed in
accordance with the substantive laws of the State of Georgia.
14.2. Severability; Headings. If any provision in this Agreement is
held to be invalid or unenforceable for any reason, the remaining provisions
will continue in full force without being impaired or invalidated in any way.
The parties agree to replace any invalid provision with a valid provision that
most closely approximates the intent and economic effect of the invalid
provision. Headings are for reference purposes only and in no way define, limit,
construe or describe the scope or extent of such section.
14.3. Publicity. Neither party will issue any press release or similar
publicity statement regarding this Agreement without the prior approval of both
parties (not to be unreasonably withheld) or as required by law.
14.4. Force Majeure. Except as otherwise provided, if performance under
this Agreement is interfered with by any condition beyond a party's reasonable
control, the affected party, upon giving prompt notice to the other party, will
be excused from such performance to the extent of such condition. Force majeure
includes the other party's failure to perform its obligations under this
Agreement in a timely manner due to conditions that affect the Internet. In the
event a force majeure (other than Intersections's failure to perform) interferes
with Equifax's performance of the Credit Monitoring Batch Service, (a) Equifax
will immediately take commercially reasonable steps to mitigate the force
majeure as quickly as commercially reasonable to do so, and (b) if such force
majeure continues for ninety (90) or more days, Intersections at its sole option
may immediately terminate this Agreement.
14.5. Independent Contractors. The parties are independent contractors,
and no agency, partnership, joint venture, employee-employer or
franchisor-franchisee relationship is intended or created by this Agreement.
Neither party will make any warranties or representations on behalf of the other
party.
14.6. Notice. Any notices under this Agreement will be given to the
appropriate party at the address specified above or at another address as the
party will specify in writing. Notice will be deemed given: (i) upon personal
delivery; (ii) if sent by fax, upon confirmation of receipt; or (iii) if sent by
a reputable overnight courier with tracking capabilities, one (1) day after the
date of mailing.
-9-
14.7. Assignment. Neither party may assign this Agreement in whole or
in part without the prior written consent of the other party; provided, however,
that either party may assign this Agreement to an Affiliate.
14.8. No Third Party Beneficiaries. There are no third party
beneficiaries of this Agreement.
14.9. Entire Agreement; Waiver. This Agreement (including its Exhibits)
sets forth the entire understanding and agreement of the parties, and supersede
any and all oral or written agreements or understandings between the parties, as
to the subject matter of such Agreements. It may be changed only by a writing
signed by both parties. The waiver of a breach of any provision of this
Agreement will not operate or be interpreted as a waiver of any other or
subsequent breach.
14.10. Counterparts. This Agreement may be executed in one or more
counterparts, each of which will be deemed an original and all of which will be
taken together and deemed to be one instrument.
▇▇.▇▇.▇▇▇▇▇▇ Inquiries. Intersections must immediately report to
Equifax any material change in its business or in the products or services sold
that affect or utilize the Credit Monitoring Batch Services.
IN WITNESS WHEREOF, the parties hereto have duly executed this agreement as of
the date first written above.
EQUIFAX CONSUMER SERVICES, INC. ("Consumer Services") INTERSECTIONS
("Intersections")
By: ___________________________ By: __________________________
Name: _________________________ Name: _________________________
Title: _________________________ Title: ________________________
CREDITCOM SERVICES LLC ("CreditComm")
By: ___________________________
Name: _________________________
Title: ________________________
-10-