Exhibits A through H of Receiver's Report on it's ... · by my daughter, Emma Rohan, who currently...

EXHIBIT A

Case: 1:17-cv-00194 Document #: 79-1 Filed: 05/25/17 of 135 PageID #:1932

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From: Jason Walowitz [mailto: ] Sent: Wednesday, May 10, 2017 8:10 PM To: Ward, Guy G. Subject: URGENT - NEW INFORMATION Re: FTC v. Credit Bureau Center, LLC, et al., No. 17-cv-194 (N.D. Ill.) Hi Mr. Ward, You and I had spoken on the phone regarding credit updates and their on going investigation. Well it turns out we have a bigger problem on our hands then we thought. Almost every client (including myself personally) that had credit card information with creditupdates.com have some how have memberships with https://www.creditscores123.com/ . I received 5 complaints from our clients today. After looking at the site and going to the log in section it has the same template as creditupdates.com I a not sure who thought it was a good idea to take the information they had from creditupdates and open a new site offering credit monitoring services, but it is happening and I believe its going to happen to every single one of our clients. Not just the ones that were enrolled, but also the ones that cancelled. We had a client that we have not spoken to in 2 years contact us asking us if we enrolled him in a new service which led to this website. He then mentioned that he called and cancelled the credit monitoring services over a year ago and all of a sudden have been charged. I need to get a head of this as we are being blamed for enrolling people in credit monitoring services without their permission which would never be the case. I need help and need help quickly before this comes down on us and makes us look like were committing fraud. Please let me know when you receive this and if there is anything you can do to assist put a stop to this immediately. Please let me know, Jason Walowitz United Financial Counselors Finance Director 2321 Hollywood Blvd Hollywood FL. 33020 Local: // Fax: 7 Toll Free: www.UnitedCounselors.org

DIRECTIONS TO OUR OFFICE


United Financial Counselors is a Non-Profit organization founded to reduce the number of bankruptcy filings, foreclosures, repossessions, lawsuits and garnishments in the Southern District of Florida. This is done through programs that include, but are not limited to: Financial Coaching, Foreclosure Prevention Counseling, Home buyer Education, Financial Literacy Seminars/Workshops and more! Please visit: http://www.UnitedCounselors.org for more information.


EXHIBIT B


Lawrence Att. A


Lawrence Att. B


Lawrence Att. C


EXHIBIT C


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DECLARATION OF MELISSA BRANNEN PURSUANT TO 28 U.S.C. § 1746

I, Melissa Brannen, hereby declare as follows:

1. I am over eighteen years of age and am a Pennsylvania resident. I have personal

knowledge of the facts stated in this declaration, and if called as a witness, I could and would

competently testify to the same. I am making this declaration concerning what was experienced

by my daughter, Emma Rohan, who currently is studying abroad.

2. In November 2016, my daughter was seeking an apartment near Penn State

University and responded to an advertisement for an apartment on Craigslist. My daughter sent

the following email in response to the ad:

3. Someone claiming to be the owner or landlord of the property sent my daughter

the following response:


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4. My daughter clicked on the link in the email, which took her to a website where

she entered personal details including her Social Security number and debit card number so she

could obtain her credit report and give it to the landlord who requested it.

5. After obtaining her credit report, my daughter sent the following email to the

landlord, but received no response:


EXHIBIT D


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From: David Ling Date: May 22, 2017 at 12:47:14 PM PDT To: Brick Kane <[email protected]> Cc: Anita Jen <[email protected]> Subject: Re: Credit Data Partners

Hello Mr. Kane, Thank you for your prompt response as I am happy to be working together and cooperate on this matter. Credit Data Partners is purely acting as a service provider for Zenfia LLC including white label website provision/support and servicing of Zenfia users. All necessary steps to comply with the Court Order and the Receivership and Their duties were taken and it was always the intent to operate in good faith. Michael Brown does not have, and has not had, a role in Credit Data Partners outside of Zenfia's contracting with Credit Data Partners to fulfill operational services. The intent was to operate in good faith within the letter of the Court Order and, as such, it is my understanding that Michael Brown alerted the FTC, as instructed within the Court Order, of his intent to continue operating and moving forward with the Zenfia business. Additionally, all available means and precautions were taken to comply with the Order including the prohibition against use of any users or data defined by the Court Order. Thank you. David Ling On Sun, May 21, 2017 at 3:38 PM, Brick Kane <[email protected]> wrote:

Mr. Ling,

As I previously served a copy of the Court’s order on you , you are aware that Robb Evans & Associates LLC has been appointed receiver of Credit Bureau Center d/b/a CreditUpdates.com, including its affiliates. The Receiver has become aware that Credit Data Partners through its website CreditScore123.com has resumed the Receivership Defendants’ business by charging the credit card accounts of former customers without authorization.


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First, I am not aware of any of the references you make in the third paragraph of your email. Please identify the person whom you are talking about and describe whatever involvement you believe he/she may have here.

Second, if you dispute that CreditScore123.com is not continuing any portion of the Receivership Defendant’s businesses and has not charged former customer’s accounts, we request you provide the following information:

1. A list of all customers whose accounts you or any of your affiliated companies have charged or are charging together with the agreement from each customer authorizing such charges.

2. Corporate records identifying the members and officers of Credit Data Partners LLC. 3. A description of the role that Michael Brown has or is playing in Credit Data Partners and

CreditScore123.

I anticipate that the Receiver will be following-up with you further this week, but I wanted to get you at least a preliminary response to your email this weekend. Of course, let me know if you are represented by counsel and would prefer us to go through them.

Brick Kane

From: David Ling [mailto: ] Sent: Saturday, May 20, 2017 1:22 PM To: Brick Kane <[email protected]> Subject: Fwd: Credit Data Partners

---------- Forwarded message --------- From: David Ling > Date: Sat, May 20, 2017 at 1:04 PM Subject: Credit Data Partners To: [email protected] <[email protected]>

Hello,

This email is notice of my dispute of actions taken against Credit Data Partners LLC ("CDP").


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The improper freezing of the CDP bank account and halting merchant processing is abuse and illegal use of power. The CDP business being operated is legal, compliant, and lies outside any order that Robb Evans is currently operating under.

Even more alarming is the fact that this improper action is believed to be prompted by a disgruntled contractor who is suspected of stealing confidential and proprietary company information to give to a competitor and using a complaint to the FTC in bad faith for his own financial gain.

Failure to promptly reverse your actions taken against CDP may result in legal action against Robb Evans and any other parties that may be deemed appropriate.

Thank you.

David Ling

Manager


EXHIBIT E


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From: David Ling > Date: May 23, 2017 at 6:21:42 PM PDT To: Brick Kane <[email protected]> Cc: Anita Jen <[email protected]> Subject: Re: Credit Data Partners

Hi Mr. Kane, Sorry for the confusion. To clarify, Credit Data Partners was contracted to service Zenfia users. It is my understanding that the Receiver has access to the complete user database since it is the Receiver's position that the database is Receivership property. Within the database, users are marked and sortable by point of origination so it is possible to determine what users are associated with Andrew Lloyd and/or Danny Pierce. Hope that helps. I need to run a transaction report for the list that you requested and send tonight once complete. Thank you. David On Tue, May 23, 2017 at 3:33 PM, Brick Kane <[email protected]> wrote:

Mr. Ling,

Thank you for your cooperation.

I am a little bit confused by a few things and hope you will be able to clarify for me.


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It looks like you have been only charging MyScore users. Correct?

What do you mean by MyScore users are clearly separated? What are they separated from?

Can you provide the names of the consumers who were charged and when and how much they were charged?

Brick Kane

President

Robb Evans & Associates LLC

11450 Sheldon St.

Sun Valley, CA 91352

(818) 683-1061

From: David Ling [ ] Sent: Tuesday, May 23, 2017 1:41 PM

To: Brick Kane <[email protected]> Cc: Anita Jen <[email protected]> Subject: Re: Credit Data Partners

Hello Mr. Kane, Thank you for clarifying the Receiver's position. Credit Data Partners was operating under the continued belief that the business conducted with Zenfia was in compliance with the Order in question. However, in good faith and out of respect for, and cooperation with, the Receiver's position we will cease the operations in question and comply. Please see attached documents. It is my understanding the Receiver has full access to all MyScore users which are clearly separated. If you need my assistance in producing these users please let me know.


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Thank you and please let me know if and how I can be of further assistance.

David Ling

On Mon, May 22, 2017 at 1:38 PM, Brick Kane <[email protected]> wrote:

Mr. Ling,

Thank you.

You have not provided items 1 and 2 below. Please do so.

In addition, Mike Brown told us that Credit Data Partners has the credit monitoring agreement with a service provider. Please immediately provide that agreement.

Finally, the Receiver’s position is that the AWS database is property of the receivership and cannot be used to charge consumers.

Brick Kane

President


11450 Sheldon St.


(818) 683-1061


EXHIBIT F


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Blair Zanzig

From: Mike Brown >Sent: Monday, May 22, 2017 3:55 PMTo: Brick KaneCc: Anita Jen; Parker MacKay; Zini, Gregory; Guy Ward; Levine, Samuel; Blair ZanzigSubject: Re: Todays Call Regarding Zenfia Business Activity

Hello Brick, Thank you and to clarify Zenfia is not using receivership property to charge consumers. All charged consumers are property of Zenfia. Additionally all business is being conducted in compliance with the court's order. Our position is Zenfia is continuing operations in compliance with the courts order having transparently notified the FTC on January 24th 2017. We also mentioned this on the teleconference March 6th with the receiver and FTC. Looking forward to working together to address this on a call. Thanks, Mike Brown

On Mon, May 22, 2017 at 4:27 PM, Brick Kane <[email protected]> wrote:

Mike,

Thank you.

I reiterate the Receiver’s position is that the AWS database is property of the receivership and cannot be used to charge consumers. I have copied the FTC attorneys and Blair Zanzig so everyone knows what is going on. I do not know what the FTC’s schedule is, but Anita, Blair, and I are generally available for a call.

On another note, David Ling just sent me an email but did not provide any of the details I asked him for. I will reply to him and also ask him to provide the information previously requested and to send the credit monitoring service agreement we discussed with you earlier today.

Brick


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Brick Kane

President


11450 Sheldon St.


(818) 683-1061

From: Mike Brown [mailto: ] Sent: Monday, May 22, 2017 11:22 AM To: Brick Kane <[email protected]>; Anita Jen <[email protected]> Cc: Parker MacKay <[email protected]>; Zini, Gregory <[email protected]> Subject: Todays Call Regarding Zenfia Business Activity

Hello Brick,

Nice chatting with you and Anita. As you requested, attached are the documents you requested.

Greg, can you please forward the notice we sent to the FTC on 1/24/17?

We provided the FTC notice to continue operating Zenfia on 1/24/17. On councils review and advice of the PI we are acting in compliance with the order. Specifically these sections I would like to draw attention to;

1. Section 5 (page 13) - Report New Business Activity

1. Provided the FTC notice 1/24/17

2. Section 6 (page 14) - Prohibition on disclosing customer information.

1. We are complying with this section completely;


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2. "Benefiting or using the name, address, birth date, telephone number, e-mail address, Social Security number, credit card number, bank account number, or other financial or identifying personal information in connection with the activities alleged in the FTC's Complaint"

Based on our call these two sections seemed to be the topics of discussion. I am happy to have additional calls to discuss our compliance with the other sections as well.

To limit additional damage to Zenfia and any of its Service Providers, customers, or business relationships I proposed urgently today everyone lawyers, including FTC, get on a call to discuss our compliance with the order while operating Zenfia. I respectfully request no more damaging actions be taken till at a minimum till we can have this call as soon as possible.

Please let me know when you would like to schedule a call with your tech group to discuss your ability to review the data. Especially to confirm we are not using any user data limited by the order. I am generally available any time day or night.

Thanks,

Mike Brown


EXHIBIT G


EXHIBIT H


AGENT AGREEMENT Between CSldentity Corporation and MyScore LLC

THIS AGENT AGREEMENT (this "Agreement") is entered into effective as of December 22nd

2011 (the "Effective Date") and sets forth the terms and conditions under which CSldentity Corporation, a Delaware corporation (the "Company"), having a principal place of business at 7500 Rialto Blvd., Suite 260, Austin, TX 78735, and MyScore LLC a California LLC ("Agent"), having a principal place of business 340 S Lemon Ave #8881, Walnut, CA 91789 agree that the Company shall provide Agent Company's Products (as defined below) to market to Agent's customers.

A. The Company is a provider of identity-theft protection, fraud detection, credit monitoring, identity monitoring, and related products (as set forth and described on Exhibit A hereto, the ~~~

B. Agent desires to market the Products to its Commercial Clients' (as defined below) subscribers and Agent's individual end user subscribers: and

C. The Company and Agent now desire to enter into this Agreement pursuant to which the Company will provide, and Agent will market the enumerated Products, subject to the terms and conditions hereof.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intend to be legally bound and do hereby agree as follows:

1. APPOINTMENT

Subject to Agent's compliance with the terms and conditions of this Agreement, the Company hereby appoints and grants Agent the nonexclusive right to market and sell the Products (a) directly to individual end-users who are Agent's subscribers and/or (b) directly or indirectly through Agent's commercial clients (the "Commercial Clients") to individual end-user subscribers who are Visitors, customers, members or employees of such Commercial Clients, provided the Products are branded with

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Agent's marks, co-branded, or private-labeled with the applicable Commercial Client's marks (such individual end-users in either of clause (a) or clause (b) are referred to herein, collectively, as the "Subscribers"). Agent will use its commercially reasonable efforts to promote and market the Products to all of its customers and/or Commercial Clients.

2. LIMITATIONS ON USE OF PRODUCTS

2.1 Subject to the provisions of this Agreement, the Company agrees to provide the Subscribers with access to the Products through the Subscriber Management System (as defined below). The Products covered under this Agreement are as set forth on Exhibit A, which may be amended, supplemented or updated from time to time.

2.2 Agent covenants, agrees and certifies to the Company as follows:

2.2.1 Agent will market the Products solely to the Subscribers, either directly or through Commercial Clients, and will use the Products for no other purpose;

2.2.2 Agent will market the Products to Subscribers only in accordance with the written instructions and consent of the Subscribers to whom such Products relate and only to the Subscribers who have executed and/or accepted the terms of the Subscription Agreement (as defined below); and

2.2.3 Agent will maintain strict procedures to ensure that such Products are not obtained by any person and/or entity other than the Subscribers and will (a) implement sufficient procedures and controls to assure that the Products are ordered only by the Subscribers and (b) take reasonable steps to detect and prevent any fraud in connection with such orders.

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2.3

3.

3.1

3.2

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Notwithstanding anything to the contrary herein, the Company reserves the right to discontinue delivery of any or all of the Products. if the Company believes in good faith that it cannot provide the Products as described in this Agreement without violating applicable federal, state or local law, rule, regulation, ordinance or administrative or judicial pronouncement or decision (collectively, the "Laws") or the requirements of any contract with a data provider. Upon Sixty (60) days' written notice (or earlier if required by the applicable Law(s)), the Company may modify this Agreement to the extent necessary to ensure compliance with applicable Laws or any third party data contract, if feasible, or, alternatively, the Company may terminate delivery of any or all of the Products if any state or federal agency or any third party asserts that the use of the Products violates applicable Laws or a data provider contract. Under such circumstances, Agent agrees that the Company can terminate delivery of such affected Product(s) to the Subscribers or modify this Agreement, as the case may be, without penalty. financial obligation, or liability of any kind to Agent.

SUBSCRIBER MANAGEMENT SYSTEM; SUPPORT

Subscribers will access the Products through the Company's proprietary subscriber management system, with its service oriented architecture (the "Subscriber Management System"). The Company hereby grants to Agent the non-exclusive right to use the Subscriber Management System to access the Products during the term of this Agreement and solely for the purposes contemplated hereby.

The Company owns and will own the Subscriber Management System and have the sole and exclusive right, title and ownership in and to any and all Intellectual Property (as defined below) developed pursuant to this Agreement and all Intellectual Property Rights (as defined below) associated therewith (other than Agent's (or its Commercial Client's) trademarks and service marks). As used herein, "Intellectual Property"

means all copyrights (including software programs and related documentation), mask work rights, inventions, ideas, improvements, enhancements, concepts, designs and discoveries (whether patentable or not), trademarks, service marks, trade names, moral rights and trade secrets and all reissues, divisions, continuations, continuationsin-part, renewals, enhancements, derivatives, and extensions of the foregoing and "Intellectual Property Rights" means any and all common law, statutory, legal, equitable and contractual rights and associated rights of action associated with the subject Intellectual Property, including, without limitation, the right to sue for, settle or release claims with respect to any past, present of future wrongful use or infringement of the subject Intellectual Property. Such Intellectual Property Rights include, without limitation, rights under trademarks and service marks, rights under trademark or service mark registrations, rights under trademark or service mark applications for registration, patent rights, rights under patent applications, common law copyrights, rights under copyright applications for registration, rights under copyright registrations, trade secrets, moral rights for all purposes and uses, or other similar property rights, whether protected under the Laws of the United States of America, or some other jurisdiction. The term "Intellectual Property Rights" shall also include (a) rights to sue and recover for (1) past, present and/or future infringements or wrongful use of the subject Intellectual Property and/or (2) breaches of obligations of confidentiality related to the subject Intellectual Property, (b) all rights to enforce contractual rights related to the subject Intellectual Property, including, without limitation, contractually created obligations of confidentiality and waivers of rights, including, without limitation, moral rights and (c) all goodwill associated with the subject Intellectual Property.

3.3 Agent may not disassemble, reverse engineer. decrypt, decompile, create derivative works from, modify, or translate the Products, the Subscriber

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Management System, or any the documentation relating thereto (the "Documentation") or any portion or component thereof, or recreate or attempt to recreate the Products, the Subscriber Management System or the Documentation, in whole or in part by reference to the Product, the Subscriber Management System or the Documentation, or perform any process intended to determine the source code for the Subscriber Management System (or any component thereof) except to the extent that the foregoing restriction is prohibited by applicable Laws. Except as permitted pursuant to the terms of this Agreement, Client shall not sublicense, distribute, deliver, disclose or otherwise provide to a third party the Products, the Subscriber Management System or Documentation or any portion or component thereof, and any unauthorized attempt to assign. sublicense or grant other rights to the Products, the Subscriber Management System or Documentation shall be immediately and automatically void.

3.4 Each party agrees to use its commercially reasonable efforts and to cooperate with the other party to integrate the Subscriber Management System and Agent's website The parties acknowledge and agree that the Subscriber Management System will include the features and functionality set forth on Exhibit C, and Agent will pay the Company the fees set forth on Exhibit B. Agent agrees to provide personnel with appropriate knowledge and skill to accomplish such integration. Agent acknowledges that the Subscriber Management System will be hosted by the Company (or its designated hosting service provider) during the term of this Agreement.

3.5 The Company will make available, at Agent's request, for the Fees provided in Exhibit B, Level 1 Support and/or Level 2 Support for the Subscribers. All relevant Subscriber contact information shall be maintained on the Subscriber Management System. For purposes of this Agreement, "Level 1 Support" means fielding initial support inquiries from Subscribers and identifying the

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problem, providing Subscriber login information and passwords, providing other non-technical problem (specifically related to the Company's Products) resolution assistance, and escalating technical support issues to Company, and "Level 2 Support" means all identity restoration, disputes, product knowledge, and other activities required to support the Subscriber in responding to erroneous or fraudulent data contained in the Company provided identity reports.

3.6 The Company shall provide Agent the service levels and additional support set forth on Exhibit D attached hereto for the Subscriber Management System.

3.7 The Company will provide standard maintenance for the Subscriber Management System during the term of this Agreement, which will include enhancements, "bug fixes" and other minor modifications to the Subscriber Management System as may be identified by the Company from time to time. The Company intends to (but is not obligated to) make additional modifications or releases to the Subscriber Management System and the underlying source code (each, a "Release") on a quarterly basis (or more, or less, often as the Company may determine in its sole and absolute discretion). Each Release will be made available to Agent and other Company customers, if applicable, in or around the first month of the applicable quarter (each, a "Release Window"). If, during the term of this Agreement, Agent requests in writing that the Company make additional modifications and/or customizations to the Subscriber Management System (e.g., new APls, new features or functionality, a change to the "look and feel" of the Subscriber Management System, etc.), then the Company will discuss such suggested enhancements with Agent and the feasibility of developing and completing such Agent requests (collectively, the "Enhancements"). The Company will have the sole and exclusive and ownership in and to any and all Enhancements and any Intellectual Property and Intellectual Property Rights

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with respect thereto. Based on such discussion between the parties, the Company will decide if it is feasible to make such suggested Enhancements and determine whether the parties should execute a mutually agreed upon Statement of Work to address the specifics around the development work associated with the Enhancement(s). The Company, however, is under no obligation to make such Enhancements but may do so based on the nature and scope of the suggested Enhancements, the availability of resources, and such other factors as the Company may determine in its sole discretion. If (and only if) the Company does decide to execute a mutually acceptable Statement of Work with Agent in connection with any requested Enhancement, then such completed Enhancements will be released to Agent only during a Release Window and only as is feasible and practicable for the Company. Agent acknowledges that some Enhancements may need to be delivered to Agent during subsequent Release Windows, depending on such factors as the Company may determine. The Company will not deliver any Enhancements outside the Release Window, and all Enhancements must have an associated Statement of Work executed by both parties. The applicable Statements of Work, if any, will set forth the specifics of the requested Enhancement, the development milestones, if applicable, the cost of such development, the Company's hourly rate for such development work, and such other details and information as the parties may agree. The terms of this Section shall control if there is any inconsistency with the attached Exhibits.

4. SUBSCRIPTION AGREEMENT AND ADDITIONAL DISCLOSURE REQUIREMENTS

The Company's obligation to provide the Products to a Subscriber shall be subject to the completion by such Subscriber of the Company's then current form of user subscription agreement containing terms similar to those set forth on Exhibit E attached hereto (the "Subscription Agreement"), either in Agent's

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terms and conditions and/or privacy policy, providing Subscriber's consent to, among other things, pull and render reports about the Subscriber and the sharing of non-public personal information. Such Subscription Agreement shall govern the terms and conditions of Subscriber's access to and use of the Products, as well as the Subscriber's consent and affirmation of such consent. The Subscription Agreement may be amended and/or updated by the Company from time to time, and Agent agrees to make such modifications or changes to the Subscription Agreement and the verbiage therein as the Company may request. In addition, Agent shall include the applicable credit provider's terms and conditions to all Subscribers. which terms and conditions will be provided by the Company Agent acknowledges that such terms and conditions may include. without limitation, conditions on the use of the Products, FCRA disclosures, warranty disclaimers, limitations of liability, governing law, venue provisions, and various other terms and conditions that will govern, among other things, the Subscriber's use of the Products. Agent agrees to make such changes and/or modifications thereto as the Company or the applicable credit provider may request.

5. ADVERTISING AND MARKETING

5.1 The Company will provide Agent with Product descriptions and related promotional materials to support sales, advertising, marketing and promotional efforts with respect to the Products.

5.2 Agent is responsible for all marketing efforts to the prospective Subscribers and shall advertise and/or market the Products to actual or prospective Commercial Clients and/or Subscribers using language that is substantially similar to, or reasonably comparable to, the description set forth on Exhibit A Agent shall not modify or alter such marketing or promotional materials without the prior written consent of the Company and shall use such materials only as contemplated hereby. Agent will use its commercially reasonable efforts to maintain an organization of capable and competent personnel to promote the Products to actual and prospective Commercial Clients and Subscribers.

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5.3 Agent acknowledges that the Company or any of its service providers (each, a "Service Provider") may request from time to time that Agent submit to the Company or such Service Provider (as the case may be) for such party's prior approval, which approval will not be unreasonably withheld, any and all brochures, press releases, Internet postings, marketing, advertising promotional or any other materials referencing any trademarks of such parties or otherwise to be used by Agent in conjunction with the Products (the "Materials"). Once approved, such specifically approved Materials may be reused until such approval is withdrawn by either the Company and/or the Service Provider. Moreover, either the Company or the Service Provider(s) shall have the right to require, in each party's sole discretion, the correction or deletion of any misleading, false, or objectionable material from any such Materials.

6. PRODUCT PRICING

THE PARTIES ACKNOWLEDGE THAT THE PRODUCT PRICING, AS SET FORTH ON EXHIBIT B, SHALL NOT BE CHANGED BY THE COMPANY FOR A PERIOD OF TEN (10) MONTHS AFTER THE EFFECTIVE DATE, AFTER WHICH TIME THE COMPANY MAY CHANGE SUCH PRICING WITH SIXTY (60) DAYS' ADVANCE WRITTEN NOTICE (WHICH MAY BE DELIVERED VIA E-MAIL).

7. EXCLUSIVE AGREEMENT

In consideration of the agreement of the Company to provide the Products to Agent and to charge Agent at the rates set forth herein, Agent agrees that (a) the Company will be Agent's exclusive provider of identity theft related products and (b) Agent will not market any product or product offering similar to the Products set forth on Exhibit A attached hereto (which Products may be amended and updated from time to time) for the term of this Agreement: provided, however, the following covenant shall specifically exclude (i) identity theft insurance and (ii) restoration and/or customer call center services. AGENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT AGENT'S FAILURE TO COMPLY WITH THE OBLIGATIONS SET FORTH IN THIS SECTION

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Z SHALL BE DEEMED A MATERIAL BREACH OF THIS AGREEMENT.

8. FEES

8.1 Agent will collect payment from all Subscribers on a monthly basis based on the use of the Products by Subscribers during the applicable month. Agent agrees to pay the Company the commissions and/or fees (the "Fees") according to the pricing schedule attached hereto as Exhibit B, as the same may be amended, supplemented or updated. Agent shall remit the Fees to the Company within thirty (30) days of invoicing. The Company will invoice Agent at the end of each month based on the total number of Subscribers being monitored as of the end of the applicable month and the number of reports generated by the Subscriber Management System during such month (and any other Products sold during such month). All remittances will be in U.S. dollars. If Agent fails to pay the full amount of the charges detailed in any invoice within thirty (30) days after the invoice date, then the unpaid amounts of such invoice shall accrue interest at a rate of 1.5% per month or, if less, the maximum rate permitted by law.

8.2 The prices set forth in Exhibit B do not include sales, use, or excise taxes, or any other similar taxes or fees assessed by any state or local authority in connection with the sale of the Products to Subscribers (excluding taxes imposed on the net income of the Company) (collectively, "Sales Taxes"), and Sales Taxes shall be charged separately. If applicable, Agent shall disclose to Commercial Clients or Subscribers that Sales Taxes will be charged and the amount thereof. Agent shall be solely responsible for collecting, as the Company's agent, all Sales Taxes due in connection with sales of the Products to Commercial Clients and Subscribers and remitting, when due, to the appropriate governmental authorities, all such Sales Taxes. Agent agrees to provide the Company, upon request with evidence of all Sales Tax payments to governmental authorities concurrently

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with payment. Agent shall indemnify, specifications, features or capabilities of defend, and hold harmless the the Products that are inconsistent with Company for any and all such Sales the representations made and known by Taxes and any damages incurred by the the Company and as set forth in the Company in connection with Agent's advertising and/or marketing materials failure to properly collect and deliver to provided by the Company, the appropriate government authorities on a timely basis all required Sales 9,3 Agent is solely responsible for ensuring Taxes, that the Products will at all times be

used by Agent, the Commercial Clients 9, COVENANTS; and the Subscribers in compliance with

REPRES ENT ATIONS AND all applicable Laws, including, by way of

WARRANTIES illustration but not limitation, the Fair Credit Reporting Act (FCRA), the

9,1 The Company represents to Agent that the Subscriber Management System shall meet the service levels set forth on Exhibit D attached hereto, In addition,

Gramm-Leach-Bliley Act (GLBA) and the rules and regulations promulgated by the Federal Trade Commission (FTC).

the Company covenants that, whenever the Company prepares a Consumer Report (as such term is defined in the federal Fair Credit Reporting Act, as the same may be amended from time to time (the "FCRA")) pursuant to this Agreement, the Company shall follow reasonable procedures to assure maximum possible accuracy of the information concerning the individual about whom the Consumer Report relates, which reasonable procedures

9.4 Agent covenants and agrees to comply with the Free Annual File Disclosures Rule, 16 CFR Part 610 (the "Rule") if Agent advertises for free credit reports and, accordingly, Agent agrees to include the disclosure required by the Rule, as may be amended from time to time, across the top of each page that mentions free credit reports and also include the required clickable links referred to in the Rule,

shall include commercially reasonable efforts to keep the information in the Company's Files (as such term is defined in the FCRA) current.

9,5 Agent will not use the terms and/or phrases listed below in any marketing and/or advertising of the Products:

Agent mu~ not use the9.2 Agent covenants and agrees that Agent following terms, "improve,"will: "enhance," "boost," "raise," or "increase" in the same9.2,1 Avoid deceptive, misleading or unethical phrase as "score" orpractices that are or might be "rating,"detrimental to the Company, or the

Company's business or reputation; o Agent must not use the

phrases "credit repair,"9.2,2 Make no intentionally false or "credit rebuilding," "creditmisleading representations with regard fix," "repair your credit," "fix to the Company or the Products; your credit," or combinations of those9,2.3 Not intentionally publish or employ, or words.cooperate in the publication or

employment of, any misleading or c Agent must not use thedeceptive advertising material with

terms "advice," "tips,"regard to the Company or the Products: "suggestions" orand "instructions" in the same phrase as "improving,"9,2.4 Make no representations, warranties or "enhancing," "boosting,"guaranties with respect to the

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"raising" or "increasing" a Company will notify Agent (which may be credit score or credit rating. provided via e-mail) and request that

Agent cease and desist such use. An When making a statement improper use of an API will be about the performance of determined by the Company in its analytic tools available in reasonable discretion. Agent covenants conjunction with the and agrees to promptly cease and desist Products (e.g., a score taking such actions with respect to the simulator), marketing and use of the APls upon receiving such a advertising materials must request from the Company. not suggest that a simulated score is "always" (or its 9.9 Agent represents and warrants to the equivalent) predictive of Company that (a) Agent has all right and one's actual score. authority to execute this Agreement and

perform all of its obligations hereunder, 9.6 Agent represents and warrants to the (b) Agent's performance hereunder will

Company that Agent will not (a) request, not conflict with contractual obligations compile, store, maintain or use the Agent has to any third party, and (c) Products to build its own database, (b) Agent will comply with all applicable copy or otherwise reproduce the Laws in connection with the Products (including any information performance of its obligations therein), or (c) merge the Products (or hereunder. any information therein) from any other person or entity that is not a consumer 10. TERM AND TERMINATION reporting agency.

10.1 The term of this Agreement shall be for 9.7 Agent will (a) not temporarily, three (3) years from the Effective Date,

permanently or otherwise store any unless sooner terminated in accordance credit related data pertaining to the with the provisions below. Termination Subscribers, such as credit reports, shall not relieve either party of alerts, credit scores or any other similar obligations incurred prior thereto. This information, nor any non-credit data Agreement shall automatically renew for pertaining to Subscribers, (b) not modify additional three (3) year terms upon the any credit related content, products or/or expiration of the initial term, unless services in any manner (other than the either party delivers written notice at "look and feel" of the same for new product creation), and (c) use commercially reasonable efforts to ensure and safeguard that only Agent's servers have access to Subscribers'

least one hundred and eighty (180) days prior to the end of the then current term of such party's intent to terminate this Agreement.

data. 10.2 Notwithstanding anything to the contrary

9.8 Agent acknowledges that all of the contained herein, this Agreement may be terminated in accordance with the

Company's application programming following interfaces (APls) are intended solely for the use of enrollment, authentication, customer service, credit and non-credit product delivery and such other intended

10.2.1 By either party upon material breach by the other party, if the party in breach fails to cure such breach within thirty

uses as may be determined by the (30) days from receipt of written notice Company from time to time. Use of the from the other party. APls outside of these intended uses, such as utilizing a search query every minute or any similar actions or conduct by Agent, will be considered an improper use of the Company's APls. If the Company identifies a use of an API that is outside its intended use, then the

10,2.2 By either party, by written notice to the other, if the other party becomes insolvent, makes any assignment for the benefit of its creditors, initiates liquidation or has a receiver or a trustee appointed for the benefit of creditors,

Page 7 Last Rev. 12/01


whether voluntary or otherwise, or seek the protection of, or has a proceeding instituted against it, under the bankruptcy code, or any similar statute.

11. MUTUAL CONFIDENTIALITY; NON·SOLICIT ATION

11.4 The provisions of this Section 11 shall survive the expiration or termination of this Agreement or any sale and/or license created hereunder.

12. DISCLAIMERS AND OTHER LIMITATIONS

11.1 Each party acknowledges that it may obtain certain valuable information regarding the business of the other party during the course of this Agreement, including business plans, pricing and marketing and sales strategies, and other materials and information regarding the other party's business operations (collectively, the "Proprietary Information").

11.2 Each party shall at all times keep and maintain the confidentiality of all Proprietary Information, and shall not use or reproduce Proprietary Information except for the purposes provided herein and shall not disclose any Proprietary Information to any third party (other than to a third party solely in connection with due diligence in furtherance of a strategic transaction, financing, loan or other similar transaction with such third party, provided such party has an obligation to keep the same confidential). Each party shall inform its employees, marketers, agents and contractors of the nondisclosure requirements set forth in this Agreement and shall obtain their respective commitments to abide by such requirements. Each party hereto shall be responsible for the actions of any of its employees, marketer, agents or contractors that would constitute a violation of such party's rights under this Section 11.2 if such violation had been committed directly by such party.

11.3 During the term of this Agreement and one (1) year thereafter, Agent agrees not to, and to ensure that its affiliates do not, directly or indirectly, solicit or attempt to solicit any persons employed by the Company during the term of this Agreement to perform work for Agent, either as an employee, independent contractor or otherwise, except as may specifically be consented to in writing by the Company.

Page 8

12.1 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, ALL THE COMPANY PRODUCTS AND SERVICES PROVIDED BY THE COMPANY (SUCH COMPANY PRODUCTS AND ALL OTHER PRODUCTS AND SERVICES PROVIDED BY THE COMPANY, TOGETHER REFERRED TO AS THE "CSIDENTITY SERVICE(S),,) UNDER THIS AGREEMENT ARE PROVIDED "AS IS." EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE COMPANY MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO ANY CSIDENTITY SERVICE INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY CSIDENTITY SERVICE (OR ANY INFORMATION CONTAINED THEREIN). NO WARRANTIES WILL BE CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE, AND THE COMPANY EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. IN ADDITION, THE COMPANY DOES NOT WARRANT THAT THE CSIDENTITY SERVICES (OR ANY INFORMATION THEREIN) WILL BE FREE FROM ERRORS, WILL MEET THE COMPANY'S OR CONSUMER USER'S NEEDS, OR WILL BE PROVIDED ON AN UNINTERRUPTED BASIS SUBJECT TO THE BOUNDARIES OF THIS AGREEMENT.

12.2 THE TOTAL LIABILITY OF EITHER PARTY TO THE OTHER PARTY UNDER THIS AGREEMENT (OTHER

Last Rev. 12/01


THAN A PAYMENT OBLIGATION FOR USE OF THE PRODUCTS), FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE, LIMITED TO THE FEES ACTUALLY RECEIVED BY THE COMPANY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE OF THE EVENT GIVING RISE TO THE LIABILITY. NEITHER THE COMPANY NOR AGENT WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL. SPECIAL OR CONSEQUENTIAL DAMAGES, IN-CLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF USE, LOSS OF DATA OR GOODWILL, ARISING FROM THE USE OF THE PRODUCTS OR THE SUBSCRIBER MANAGEMENT SYSTEM OR THE PURCHASE OF ANY PRODUCT THEREFROM, EVEN IF THE COMPANY OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EVEN IF THE COMPANY AND/OR AGENT ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

13. INDEMNIFICA TION AND INSURANCE

13.1 EACH PARTY SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS THE OTHER, ITS AFFILIATES AND AGENTS, AND THEIR RESPECTIVE DIRECTORS, OFFICERS AND EMPLOYEES, FROM AND AGAINST ALL THIRD PARTY CLAIMS, LOSSES, DAMAGE, COSTS (INCLUDING ATTORNEY'S FEES AND COURT COSTS), SUITS. JUDGMENTS, EXPENSES, CAUSES OF ACTION, DEMANDS, AMOUNTS PAID IN SETTLEMENT OF CLAIMS. AND DAMAGES (COLLECTIVELY, "CLAIMS") WHICH MAY BE SUFFERED, SUSTAINED, INCURRED OR ASSERTED BY THE INDEMNIFIED PARTY TO THE EXTENT ARISING FROM, OR RELATED TO (I) THE BREACH OF ANY REPRESENTATION,

Page 9

WARRANTY, COVENANT OR AGREEMENT HEREIN, (II) THE USE OF THE PRODUCTS, OR (III) ANY NEGLIGENT ACT OR OMISSION OR WILLFUL MISCONDUCT OF THE INDEMNIFYING PARTY IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATION UNDER THIS AGREEMENT; PROVIDED THAT, THE INDEMNITEE PROVIDES THE INDEMNITOR WITH REASONABLY PROMPT WRITTEN NOTICE OF ALL CLAIMS OR THREATS THEREOF, THE OPPORTUNITY TO ASSUME THE DEFENSE OF SUCH INDEMNIFICATION MATTERS, AND ALL REASONABLY REQUESTED ASSISTANCE WITH RESPECT THERETO.

13.2 During the term of this Agreement, Agent shall maintain at least the following insurance coverages with insurance carriers with an A.M. Best rating of at least A-VII, or such other insurance carriers approved in writing by the Company: (a) comprehensive / commercial general liability insurance (which shall provide for minimum limits of $1,000,000 per occurrence); (b) comprehensive crime insurance with a limit of $100,000 that shall include fidelity bond/employee crime, employee dishonesty and fidelity coverage for all of such party's employees, officers and agents, computer system fraud, and "on-premises" loss (loss inside the premises) and "in-transit" loss (loss outside the premises); and (c) professional liability (also known as errors and omissions) insurance with combined single limits of not less than $2,000,000. Upon request, Agent shall provide the Company with evidence of such insurance coverage(s).

14. INDEPENDENT CONTRACTOR

14.1 The Company and Agent are independent contractors with respect to one another under this Agreement. This Agreement shall not be deemed to establish any agency, jOint venture or partnership relationship.

Last Rev. 12/01


14.2 Each party shall be responsible for the payment of all employee compensation, benefits and employment and other taxes pertaining to its employees and business.

14.3 Neither party shall have the authority to legally bind the other to any contract, proposal or other commitment or to incur any debt or create any liability on behalf of the other.

15. PROPRIETARY RIGHTS

15.1 Each of the Company and Agent acknowledges that the other owns certain Intellectual Property used in the performance of this Agreement. Each of the Company and Agent specifically disclaims any ownership or other right with respect to the Intellectual Property of the other, except as otherwise provided herein.

15.2 Subject to the terms and conditions of this Agreement, Agent grants to the Company a limited, worldwide, fullypaid, non-exclusive, royalty-free license to use Agent's name and trademarks on the Company's website and/or the Subscriber Management System, and in the Company's sales materials, for the limited purposes contemplated hereby. The license granted hereby shall automatically terminate upon the termination or expiration of this Agreement. Except as expressly provided herein, neither party grants or transfers to the other, nor does the other party obtain, any right, title. claim. license or other interest in or to any of the Products, Intellectual Property, information, consumer information database, systems, forms manuals or other proprietary information utilized or provided by the other party. Each party expressly prohibits any direct or indirect use, reference to, or other employment of its name, trademarks, service marks or trade names licensed to the other party, except as specified in this Agreement or as expressly authorized in writing by such party,

15.3 Each party shall not remove, alter, modify or destroy either party's trademarks, trade names, logos,

Page 10

insignia, lettering or any related copyright notices, trademarks or other proprietary markings on, or included with, any Product, promotion and/or advertising materials without the other party's express consent.

15.4 Each party will, on termination of this Agreement, or upon request of the other party, discontinue its use of the other party's name, trademarks, trade names, logos, insignia, lettering or any related copyright notices, trademarks or other proprietary markings on, or included with, any Product whether on any stationery, invoices, promotion material or otherwise.

16. MISCELLANEOUS TERMS AND CONDITIONS

16.1 Neither party may assign its rights or obligations under this Agreement without the written consent of the other party. However, either party may assign this Agreement in connection with a merger. acquisition, or sale of all or substantially all of such party's assets without having to obtain the consent of the other party. Any attempted assignment that is prohibited under this section shall be null and void. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

16.2 This Agreement and its Exhibits and Attachments constitute the full and complete understanding and agreement of Agent and the Company and supersedes all prior negotiations, understandings and agreements pertaining to the subject matter hereof. Except as expressly stated in this Agreement. any waiver, modification or amendment of any provision of this Agreement will be effective only if in form of a written amendment to this Agreement and signed by Agent and the Company.

16.3 Each party acknowledges and agrees that any breach of this Agreement with respect to the other party's intellectual property rights or Proprietary Information could cause such other party to incur irreparable harm and

Last Rev. 12/01


significant injury that would be difficult to ascertain and would not be compensable by damages alone. Accordingly, each party acknowledges and agrees that, in addition to any and all remedies that the non-breaching party may have at law or otherwise with respect to such a breach, the nonbreaching party will be entitled to specific performance, injunction or other appropriate equitable relief without posting bond and without being obligated to prove actual damage or harm.

16.4 Any and all notices given under the provisions of this Agreement must be in writing and delivered personally, by mail or courier, or sent by fax or email.

Notices to the Company shall be directed to:

CSldentity Corporation 7500 Rialto Blvd., Suite 260 Austin, TX 78735 Attn: Joe Ross, President Facsimile: (512) 617-6805 E-mail: [email protected]

With a copy to (which shall not constitute notice):

CSldentity Corporation 7500 Rialto Blvd., Suite 260 Austin, TX 78735 Attn: John Menchaca, General Counsel Facsimile: (512) 617-6805 E-mail: [email protected]

Notices to Agent shall be directed to:

MyScore LLC Attn: Michael Brown 340 S Lemon Ave #8881 Walnut, CA 91789 E-mail: [email protected]

The parties may change their respective addresses and addressees by written notice to the other party, sent as provided in this Section 16.4. All notices must be in writing.

16.5 No delay or omission or failure to exercise any right or remedy provided for herein will be deemed to be a waiver thereof and any single or partial

Page 11

exercise of any such right or remedy, power or privilege will not preclude any later exercise thereof.

16.6 In the event that any provIsion of this Agreement is held to be invalid, illegal or unenforceable under present or future Laws, then such provision will be fully severable and this Agreement will be construed and enforced as if such invalid, illegal or unenforceable provision were not a part hereof.

16.7 The headings of Sections herein are for convenience only and will not be deemed to affect in any way the scope, intent or meaning of the provisions to which they refer.

16.8 This Agreement shall be governed and construed in accordance with the laws of State of Texas, without resort to the conflict of law principles thereof. Both parties hereby irrevocably consent to the exclusive venue and jurisdiction of the courts located in Travis County, Texas, whether federal, state or local, with respect to any actions brought to enforce or interpret this Agreement (or the relationship of the parties contemplated hereby), and such courts shall serve as the exclusive venue and jurisdiction for any action arising out of this Agreement or the relationship of the parties contemplated hereby. The Prevailing Party in any legal proceeding based on or ariSing from or in connection with this Agreement may recover reasonable attorneys' fees, investigation costs, and other costs incurred in connection with such legal proceeding from the party that is not the Prevailing Party, in addition to any other relief to which such Prevailing Party is entitled. The reasonableness of such costs and attorneys' fees shall be determined by the court and not the jury. As used herein, the term "Prevailing Party" means that the court finds and/or declares that the applicable party is the prevailing party, whether or not that party obtains monetary, declaratory, injunctive, equitable or nominal relief. With respect to any monetary claim, no award of damages shall be necessary in order for a party to be found by the court to have prevailed. With respect to any

Last Rev. 12/01


non-monetary claim, no equitable relief shall be necessary in order for a party to be found by the court to have prevailed. This Section 16.8 shall survive the expiration or termination of this Agreement.

16.9 Neither party will be responsible for any failure or delay in its performance or service under this Agreement (except for any payment obligations) due to causes beyond its reasonable control, including, by way of illustration but not limitation, network failures, acts of civil or military authorities, fires, interruptions in third party telecommunications, Internet equipment, servers or other third party services, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot. acts of God or governmental action (each. a "Force Majeure Event").

16.1 a To the extent there is any inconsistency or conflict between this Agreement and any Exhibit, this Agreement shall control.

16.11 This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. A facsimile or electronic delivery of the signature page hereto shall be deemed an original for all purposes hereof.



t Name: --L...;1.o.Jo..l!l..!1S:..l..-----Ji-.,U.;...£LL.L__

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the Effective Date.

COMPANY:

CSldentity Corporation

By: ________________ Print Name: __________ Title: ____________ Date: ____________

Agent:

MYSCOr~ /

By: /J;; :; Pri Title: M~'~ r Date: Ciil

//11



EXHIBIT A

CSldentity Corporation Agent Agreement

Product Description

Credit Reports &Monitoring

Access to Credit Reports. Scores and Monitoring Products • Company shall receive each Subscriber's Name, Address, SSN and DOB. • Authentication - Company provides Credit File Authentication services that all Subscribers

will need to pass to verify their identity prior to issuance of credit report(s), credit monitoring and/or credit scores. Credit File Authentication is mandated by the credit bureaus to securely provide Subscribers with access to their credit information via the Subscriber Management System.

Credit Reports • Single-Bureau Credit Report - A single credit report will be presented to the Subscriber upon

Authentication • Tri-Bureau Credit Report - A tri-bureau credit report from the three major credit reporting

agencies (Experian, TransUnion or Equifax) will be presented to the Subscriber upon Authentication.

Credit Scores Credit Score(s) can only be obtained when a credit report is purchased. Agent will have the option of offering either a single credit score or tri-bureau credit score that corresponds with the type of credit report offered to the Subscriber (ie. either Single or Tri-Bureau Credit Report).

• Credit Score(s) must be delivered with credit report(s).

Credit Monitoring • Credit Report Monitoring - Agent will have the option of enrolling Subscribers into either Single

or Tri-bureau Credit Monitoring. • Daily monitoring

ScoreMonitor • Subscribers that have obtained an initial credit report and score upon enrollment shall receive a

new monthly TransUnion score. This score will not require an additional report to be pulled and the monthly changes will be represented in a graphical format with factors that have impacted the score.

• The TU Score is to be included as a component of a paid bundled product and cannot be sold as a standalone product. Agent cannot use ScoreMonitor for lead generation purposes or to provide custom offers to consumers based on their credit score.

Non-Credit Reports & Monitoring

SSN Trace • Company shall receive each Subscriber's Name, Address and SSN. • Company shall provide the Subscriber with one initial report showing names, aliases, and

address history associated with their SSN. • This report will allow the Subscriber to see if an identity thief has already used their SSN

number under another name or identity. • The Subscriber will receive an alert should their information on this report be changed or

updated. • Monthly monitoring

Change of Address


EXHIBIT A


• Company shall receive each Subscriber's Name and Address. • Company shall provide the Subscriber with a Change of Address Report in the event a

change of address has been found utilizing the Subscriber's Name and address. This will allow the Subscriber to see, for example, if an identity thief has processed a change of address already in order to divert mail or open a new account.

• The Subscriber will receive an alert should their information on this report be changed or updated. Weekly monitoring

Court/Criminal Records Monitoring Company shall receive each Subscriber's First Name, Last Name, and Date of Birth,

• Company shall search all criminal records available on a monthly basis to identify instances where a Subscriber's identity is potentially being used by an unauthorized individual.

• A report will be sent to the Subscriber at the time of enrollment adviSing them of the initial findings resulting from this search.

• After the initial report, the Subscriber will be notified if an incident appears on a criminal report where their identity is being used.

• Monthly monitoring

Sex Offender Report and Monitoring • Company shall receive each Subscriber'S Name, Address, Zip Code and Date of Birth. • Company shall search all sex offender registries throughout the United States and will

compile one initial report for the Subscriber to review. This report allows the Subscriber to determine if their name and date of birth or address has been used by an unauthorized individual, as well view the names and addresses of sex offenders registered in their zip code.

• After the initial report, the Subscriber will be alerted if their information appears on these registries at any subsequent time.

• Monthly monitoring

Payday Loans • Company shall receive each Subscriber's SSN. • The Subscriber will be provided with a non-credit loan report that shows any payday loans or

quick cash loans that do not require a credit inquiry. • The Subscriber will receive an alert should their information on this report be changed or

updated. • Weekly monitoring

Internet Surveillance • Company shall receive one or more of the Subscriber's SSN (only one SNN per Subscriber);

email address, telephone number and credit/debit cards. • On a daily basis, Company shall monitor chat rooms and websites using CyberAgent®

technology for such information (and any other information associated with such information) for each such Subscriber. This includes, but is not limited to, the actual selling of identity information from identity theft brokers to the criminals that commence financial transactions with the stolen information.

• If a match is found for a Subscriber, Company shall alert such Subscriber. In addition, Company shall provide such Subscriber with all information found in the Cyber search. If no such information is found for a Subscriber, the initial report for such Subscriber will state the same.

Identity Restoration and Lost Wallet Recoverv


EXHIBIT A


• The Identity Care Center will transfer all Restoration/Lost Wallet calls for Agent to an internal Company Specialist queue, which is not calculated into monthly invoicing for the Identity Care Center.

• Agent will be provided a dedicated toll-free number that will be branded with their company name. All calls transferred to this line will be classified as restoration call types and not billed as Identity Care Center.

• Company shall receive each Subscriber's name, address, SSN and date of birth. • Company will provide full restoration services that include obtaining limited power of attorney

(LPOA) from Subscriber when applicable. • Company shall also provide Subscriber with support in responding to a Lost Wallet incident

including assistance in contact debit and credit card issuers to have cards cancelled and reissued.

• Company shall provide Lost Wallet Subscriber with support in contacting other issuers of identification and account documents for cancellation and or reissuance.

• Identity Restoration and Lost Wallet Recovery product is available Monday-Friday 7am-7pm (CST).

Insurance • Company shall receive each Subscriber's Name, Address, SSN and Date of Birth. • Company shall provide Identity Theft Restoration Expense Reimbursement Insurance to each

enrolled Subscriber that provides $1,000,000, $25,000, or $10,000 in coverage with $0 deductible.

Identity Care Center Support • Agent will be provided a dedicated toll-free number that will be branded with their company

name along with a specific queue set up within the Company phone system to answer calls on behalf of Agent.

• Identity Care Center support will be invoiced on a per minute basis for all calls unrelated to Restoration/Lost Wallet Support

• All calls to this line will be billed according to the Customer Service pricing in Exhibit B, • Company Identity Care Center is available 24 hours per day, 7 days a week.


EXHIBIT B


Product Pricing Company Identity Protection Components are presented as rate tiers and are priced per member, per month unless otherwise specified, All rate tiers are silos, meaning the Subscriber count in the silo is billed at that specific silo rate. Subscriber counts exceeding the lower silo are billed at the next silo rate, For example, if Agent has 30,000 Subscribers, the first 25,000 Subscribers will be billed at the 1 - 25,000 Subscriber rate tier, while the next 10,000 Subscribers will be billed at the 25,001 -150,000 rate tier.

, 25001-1500001·25000 ! , 150001-500000, ,

I

Activation and One-Time Component Fees for Credit Report-based Products

Credit File Authentication (1-time for Credit products) $1.38 I $1.38 $138

Single Bureau Credit Report, per report $3.85 $3.58 S3.41

3-Bureau Credit Report, per report $12.05 $11,50 $10.95

1-Bureau Score, per score SO 77 $0.55 $0.50

3-Bureau Score, per score $1.65 $1.55 $1.45

Non-Credit Reports - Fee per Report

Court/Criminal Report $0.83 $0.72 $0.61

Sex Offender Report $0,83 SO.72 $0.61

Change of Address Report $0.83 $0.72 $0.61

Internet Surveillance Report (CyberAgent Report) $0.83 $0.72 $0.61

Social Security Trace Report $0,83 $0.72 $0.61

Pay Day Loan Report $0.83 i $0.72 $0.61

Monitoring and Other Monthly Recurring Fees

1-Bureau Credit Monitoring $0.29 $0.25 $0.21

3-Bureau Credit Monitoring $2.15 $2.04 $1.98

TU ScoreMonitor $077 $0.55 $0,50

Court/Criminal Monitoring $0.28 $0,24 SO.22

Sex Offender Monitoring $0.17 $0.14 $0.11

Change of Address Monitoring $0.17 $0.14 $0.12

Internet Surveillance Monitoring (CyberAgent Monitoring) $0.28 $022 $0.18

Social Security Trace Monitoring $0.33 $0,30 $028

Pay-Day Monitoring $0.33 $0,32 $0.31

Service and Technology Monthly Fees

Restoration (Telephone Assistance) I

$0.19 $0,17 $0.14

Lost Wallet Recovery $0.15 $0.14 $0.12

"Insurance - $1M, SO Deductible $0.44 SO.42 $0.40

I **Insurance - $25K, $0 Deductible $0,22 $0.20 $0.19

! **1 nsurance $10K, $0 Deductible $0,18 $0,16 $0,15

SMS Fee $0.00 $0.00 $0,00

Customer Service Call Center, per minute $110 •

$105 $0.99

!

* An initial Non-Credit Report will be pulled in month one of Subscriber enrollment. Monitoring begins in


EXHIBIT B


month one also and continues for the length of the Subscriber in the Subscriber Management System. **Insurance can't be resold as a stand-alone product or be the majority component in any bundle.

Set Up Fees Service Oriented Architecture (SOA) Implementation $10,000.00 will be invoiced at the time of contract execution. Any enhancements will require a Statement of Work (SOW) that will require additional development time and fees.

Monthly Minimums Company monthly minimums begin on May 1, 2012 or when client goes live, whichever comes first. Minimums for months 1 through month 6, in the total amount of $18,000.00, will be invoiced at the time of contract execution.

Months 1 - 6 - $18,000 (minimum across all months) Months 7 and beyond - $10,000 (per month)


EXHIBIT C


SMS Features and Functionality

The Company will provide Agent with the ability to utilize the Company's Credit and Non-Credit Service Oriented Architecture (SOA) capabilities delivered via the Company's Subscriber Management System (SMS). Agent will integrate the Credit SOA and Non-Credit SOA method via a set of API XML services. All API Services will be transmitted via https and all sensitive subscriber information within the XML tags will be AES encrypted (with the exception of the Partner Number).

The following subscriber elements are required as a minimum to enroll the subscriber in the subscriber management system: SSN, First Name, Last Name, Email, Address, City, Zip Code, State, Date of Birth and Telephone Number

The Subscriber elements utilized for CyberAgent monitoring may not exceed the following thresholds per Subscriber: one (1) SSN, two (2) email addresses, three (3) telephone numbers and six (6) account numbers.

A SSN and/or Partner Subscriber Number are considered unique and cannot be duplicated within the SMS. Any attempts to re-enroll a subscriber SSN or subscriber number will result in an error response that the subscriber already exists. The account may be reactivated as needed in order to provide continued services.

In order to take advantage of the Credit and Non-Credit SOA API Services, generally available subscriber management APls will be provided to enroll, update and manage the Agent subscriber, including:

• New Online Subscription (Enroll) Credit Report Authentication Question (Get L3) Credit Report Authentication Answers (SubmitL3Data) Deactivate Subscriber (SOADeactivate) Reactivate Subscriber (SOAReactivate)

• Update Subscriber (SOAUpdate) • Update Product Type (SOAUpdateProduct) • Search Subscriber (SOASearch)

Generally available Credit SOA API Services will be provided in order to provide credit-related services to the subscriber, including:

• Get Credit Report (GetMonitoringReports) • Get Credit Monitoring Alerts (GetMonitoringAlerts) • Retrieve Credit report pricing (OrderCreditReportPrice) • Order Credit Report (OrderCreditReport) • Retrieve Score Tracker (Score Tracker)(only if ScoreTracker is being provided)

Generally available Non-Credit SOA API Services will be provided in order to provide Non-Credit related services to the Agent subscriber, including:

• Get Non-Credit (NonCredit) • Get CyberAgent (CyberAgent) • Get SSN Trace (SSNTrace) • Get Change of Address (ChangeOfAddress) • Get Court Records (CourtRecords) • Get Sex Offender (SexOffender) • Get Address Trace (Address Trace)(only if Address Trace is being provided)


EXHIBIT C


SMS Features and Functionality

The Company will provide SOA API documentation along with encrypted and un-encrypted request and response samples during project launch. The Company documentation may be amended and revised from time to time, so contact your Client Services Representative for the most recent version.


EXHIBIT D


Subscriber Management System Service Level Agreement

Terms and Definitions

Actual Uptime means the aggregate number of hours in any calendar month during which the Subscriber Management System is available for use by Agent.

Availability means availability of the Subscriber Management System calculated by reference to the following formula:

Availability = (0 - S) x 100 o

Where: 0 =Actual Uptime and 13 == where the Subscriber Management System is not available during Scheduled Hours other than for Permitted Downtime, The values for 0 and 13 are measured per calendar month,

Emergency Maintenance means maintenance that is performed by the Company due to a major service affecting issue that is outside of the Maintenance Window and is a result of conditions or events beyond the Company's reasonable control.

Maintenance Window means the hours during the day in which the Company shall perform Scheduled Maintenance that occurs during the lowest volume times, normally between 12:00 a,m, and 6:00 a,m, of the Company's time zone,

Permitted Downtime means the following: (i) inoperability due to any Scheduled Maintenance or any Em~rgency Maintenance; or (ii) inoperability due to any Force Majeure Event, as defined in the Agreement

Scheduled Hours means the hours during the days of the week where the Subscriber Management System will be available, which is 24 hours per day, 7 days per week, 365 days a year,

Scheduled Maintenance means maintenance of the Subscriber Management System so long as (i) such maintenance is performed by the Company during a Maintenance Window; or (ii) the Company has provided notice using e-mail to Agent not less than twelve (12) hours before the commencement of such maintenance, which notice specifies the nature of such maintenance and the antiCipated impact of such maintenance upon availability and performance of the Subscriber Management System,

The Company will use reasonable commercial efforts to (i) perform Scheduled Maintenance during the lowest volume times for Agent's use of the Subscriber Management System and (ii) provide advance notification of Scheduled Maintenance to Agent with as much notice as is reasonably possible having regard to the nature to the maintenance,

SLA Service Matrix

Standard Service Availability (7x24x365) Service Availability 99,0%


EXHIBIT 0


CSldentity Network Operations Center

The CSldentity Network Operations Center (NOC) is available by phone 24 hours a day, 7 days a week, 365 days a year The NOC is available for escalations involving the unavailability of the Subscriber Management System.

Once contacted, the NOC will create an Operations Support Ticket and investigate the issue. If the Operations Analyst is unable to resolve the issue, the Analyst will escalate the issue according to CSldentity policies and procedures.

CSldentity Network Operations Center contact information:

Phone: 1-877-274-5540 Email: [email protected] Ticket Site: http://noc.csidentity.com

Escalation Issues

For Critical Issues, it is recommended that Agent contact the CSldentity Operations Center via phone at 1-877-274-5540, Critical issues include the following:

• The Subscriber Management System is not responding

• Fatal Error responses from the Subscriber Management System

The CSldentity Operations Analyst will create a new Operations Support Ticket, if not done so already.

For Major issues, it is recommended the Agent create a new Operations Support Ticket at http://noc.csidentity,com. Once the ticket is created a CSldentity Operations Analyst will evaluate and respond to the ticket. Major Issues include the following;

• The Company Products are responding sporadically

• The Subscriber Management System is producing high delays

• The Subscriber Management System is producing unanticipated results

For Minor issues or general questions, it is recommended the Agent create a new Operations Support Ticket at http://noc,csidentity.com. Once the ticket is created a CSldentity Operations Analyst will evaluate and respond to the ticket. Minor Issues include the following:

• Individual queries are believed to be invalid or incorrect

• Agent would like research on the function or capabilities of an individual Product

Minor details about the specific Company Product

For feature requests, modifications or upgrades, it is recommended that Agent contact your designated client services representative.


EXHIBIT D


Operations Support Ticket

CSldentity's Operations Support Ticket system is available for enterprise level clients. The use of this particular system is not intended for individual subscriber information. To maximize the effectiveness and rapid resolution of enterprise level clients, tickets may only be opened if they relate to CSldentity operational support.

> To begin, visit http://noc.csidentity.com > Click "Open New Ticket"

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> Click "Open New Ticket" > Fill in your Name, Contact Information, Subject and detailed information about the issue. You are allowed to upload attachments if needed. It is recommended you add your company name to the beginning of the Subject line followed by a description of the issue. > Click "Open Ticket"


EXHIBIT 0


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> A ticket number will be sent to the email address provided,

If Agent would like to review the status of a particular ticket, or add additional information, Agent can visit http://noc.csidentity,com and login with the email address Agent provided on the ticket and the ticket number. Once logged in, Agent can review the history of any tickets opened for the specific email account.


EXHIBIT E


Subscription Agreement

Agent's disclosures and consents for each Subscriber must contain language similar to that below in Agent's Terms and Conditions and/or Privacy Policy authorizing, among other things, the Company to pull consumer reports on such Subscriber's behalf and share non-public personal information with third parties in order to provide the Products to Subscribers

1. You understand that by clicking on the "I ACCEPT" button below, you are providing "written instructions" to CSldentity Corporation and its employees, agents, subsidiaries, affiliates, contractors, third party data sources and suppliers, and all other credit reporting agencies under the Fair Credit Reporting Act (FCRA), as amended, to access your credit files from each national credit reporting agency and to exchange information about you with each such national credit reporting agency in order to verify your identity and to provide the products and/or services to you. You agree and hereby authorize CSldentity Corporation, its agents and employees, to provide your personally identifiable information (or, if applicable, information about your child you have enrolled) to third parties as provided in our Privacy Policy, as may be amended from time to time, You waive any and all claims against CSldentity Corporation and its agents and employees for the acts or omissions of these third parties with regard to the use or disclosure of such information. Your further authorize CSldentity Corporation and its agents and employees to obtain various information and reports about you (or about your child that you have enrolled, if applicable) in order to provide the products and/or services, including, but not limited to, address history reports, name and alias reports, criminal reports or sex offender reports, and to provide monitoring and alerts,

2. While enrolling for the products and/or services, we will ask you for the following types of information: contact information (such as name, address, phone number, and e-mail address); sensitive information (such as date of birth, driver's license number and social security number); personal information to verify your identity and financial information (such as credit card number). This information is required in order to verify your identity, charge you the agreed upon fees for our products and services, and to fulfill our obligation to provide our products and services to you, including communicating with third parties as necessary to provide such products and services, such as identification verification companies, consumer reporting agencies, payment validation companies, law enforcement agencies, or others.


Exhibits A through H of Receiver's Report on it's ... · by my daughter, Emma Rohan, who currently...

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