1. General Terms
- Property Manager is a real property owner, property manager, or lessor that desires to report its residents’ payments to the Bureaus on a monthly basis. As such, Property Manager is considered a “Furnisher” under the Fair Credit Reporting Act (FCRA) and the Consumer Financial Protection Bureau’s “Furnisher Rule”: https://www.consumerfinance.gov/rules-policy/regulations/1022/41/
- CredHub is a third-party data processing and analytics company that assists real property owners, property managers, homeowners associations and lessors to report their residents’ payments to the Bureaus. CredHub operates as an outsource entity to facilitate the data transmission to the Bureaus and not as a Furnisher under the Furnisher Rule.
- Auto-submission: CredHub will establish an auto-submit feature 90 days after the Start Date.
2. Additional Payment Terms
(a) CredHub will calculate the “Monthly Fee” and invoice Property Manager accordingly. The Monthly Fee shall be due and payable within thirty (30) days of CredHub sending an invoice to Property Manager for the month.
(b) CredHub may increase or decrease the prices stated above by providing Property Manager with written notice at least sixty (60) days prior to such increase. Provided, however, that prices will not increase during the Initial Term (defined on the Service Agreement page (d) and in Section 9 below).
(c) Upon submitting your data to the credit bureaus, you will be billed on a recurring and periodic basis (“Billing Cycle”). Billing cycles align with data reporting cycles and are set on a monthly basis. A valid payment method, (credit/debit card or ACH), is required to process the payment for your ‘Monthly Fee’. You shall provide CredHub with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment information. By submitting such payment information, you automatically authorize CredHub to charge all fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, CredHub will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
(d) Unpaid balances shall bear interest at 18% per annum, or if lower, the maximum rate permitted by law. Failure to pay amounts when due is a breach of the Agreement and CredHub may discontinue accepting data from Property Manager or providing the Services if Property Manager fails to cure such default within 30 days of a notice. If collection efforts are required by CredHub, Property Manager shall pay all costs of collection, including reasonable attorneys’ fees.
(e) Property Manager will pay all applicable state, local and federal taxes, levies and assessments related to the Services, provided that CredHub shall be responsible for all federal income taxes on the Monthly Fee it receives pursuant to this Agreement.
3. CredHub’s Obligations
- CredHub agrees that it will use all reasonable efforts to accurately process and incorporate the reported information into the “Metro 2” format to supply to the Bureaus. CredHub may use such data for purposes of data copying, data importing and refreshing, and data analytics for the purpose of improving its system.
- CredHub will report the agreed upon records each month beginning on the Start Date and ending upon termination of this Agreement. (See Section 9)
- CredHub, on behalf of itself and its respective successors, assigns, principals, agents, officers, managers, directors, and anyone claiming by or through it hereby agrees to hold Property Manager and its respective members, managers, officers, directors, affiliates, successors, assigns, employees, attorneys, heirs, representatives, and agents harmless and indemnify from and against any and all claims, rights, actions, causes of action, damages, losses, costs, and expenses, including but not limited to attorneys’ fees arising from or related to CredHub’s own negligence or intentional misconduct.
- CredHub will maintain insurance coverages, including cyber liability coverage, as determined in its reasonable discretion, during the life of this Agreement.
- During the Term, CredHub will learn information confidential and proprietary to Property Manager’s business (“Property Manager’s Confidential Information”). CredHub agrees, other than for the specific reasons described in this Agreement or in connection with the performance of the Services, (i) not to disclose any of Property Manager’s Confidential Information to any third party, (ii) not to use any of Property Manager’s Confidential Information on its own behalf, (iii) to safeguard all of Property Manager’s Confidential Information against theft, damage, or access by unauthorized persons, and (iv) not to copy, reproduce, or otherwise retransmit Property Manager’s Confidential Information, except in the best interest of Property Manager. CredHub may disclose Property Manager’s Confidential Information to its employees, contractors, and agents who need to know in connection with the performance of the Services or as required by law.
4. Property Manager’s Obligations
- Property Manager agrees that during the Term, CredHub will be Property Manager’s exclusive service provider for reporting resident payments to the Bureaus, and neither Property Manager nor any other third-party on its behalf shall report such information directly to the Bureaus.
- Property Manager will cooperate with CredHub to complete CredHub’s onboarding process following the Start Date, including signing any agreements required by the Bureaus to allow CredHub to report information to the Bureaus on Property Manager’s behalf.
- Property Manager hereby grants CredHub a non-exclusive right and license, during the Term, to access and use (i) Property Manager’s software systems and (ii) tenant rental data, including property address, resident related information, name, email, date of birth, social security number where applicable, in each case enabling CredHub to perform its business operations, including performance of the Services and fulfillment of its obligation under this Agreement. Property Manager shall issue CredHub access credentials (e.g., username and password) to the applicable software systems with the appropriate access.
- During the Term, Property Manager will learn information confidential and proprietary to CredHub’s business, including trade secrets and methodology (“CredHub’s Confidential Information”). Property Manager agrees, other than for the specific reasons described in this Agreement or in connection with the performance of the Services, (i) not to disclose any of CredHub’s Confidential Information to any third party, (ii) not to use any of CredHub’s Confidential Information on its own behalf, (iii) to safeguard all of CredHub’s Confidential Information against theft, damage, or access by unauthorized persons, and (iv) not to copy, reproduce, or otherwise retransmit CredHub’s Confidential Information, except in the best interest of CredHub. Property Manager may disclose CredHub’s Confidential Information to its employees, contractors, and agents who need to know in connection with the performance of the Services or as required by law.
- Property Manager shall be responsible for complying with all laws and regulations applicable to Furnishers under federal and state laws, including but not limited to under the Fair Credit Reporting Act (FCRA) and the Furnisher Rule (defined above). Among other requirements, Property Manager may be required to adopt written policies and procedures relating to the accuracy and integrity of the information it reports; provide a written notice to renters that negative information could be reported to the Bureaus, and investigate disputes received from the Bureaus.
- Property Manager shall do the following:
- Not report information with actual knowledge of errors.
- Not report information after Property Manager receives a dispute from the individual and is able to confirm that the information is incorrect.
- If information has been previously furnished to CredHub or the Bureaus and Property Manager determines it is not complete or accurate, Property Manager must promptly notify CredHub and the Bureaus and provide the correct information.
- If the completeness or accuracy of any information previously furnished by Property Manager is directly disputed to Property Manager by an individual, Property Manager must indicate that the information is disputed by the individual if it continues to furnish the information to CredHub or the Bureaus.
- If an account is reported to CredHub or the Bureaus by Property Manager that is placed for collection or charged off or similar action, Property Manager must notify CredHub and the Bureaus of the month and year when the first payment that led to the collection or charge off or similar action was missed.
- Property Manager must notify individuals that it will report negative information to the Bureaus.
- If information reported by Property Manager is disputed to the Property Manager by a Bureau, the Property Manager must investigate the information to determine if it is inaccurate and review all relevant information provided by the Bureau, such as cancelled checks. Property Manager must complete the investigation within 30 days and report the results to CredHub.
- Property Manager, on behalf of itself and its respective successors, assigns, principals, agents, officers, managers, directors, and anyone claiming by or through it hereby agrees to hold CredHub and its respective members, managers, officers, directors, affiliates, successors, assigns, employees, attorneys, heirs, representatives and agents harmless and indemnify them from and against any and all claims, rights, actions, causes of action, damages, losses, costs, and expenses, including but not limited to attorneys’ fees arising from or related to (i) Property Manager’s own negligence, (ii) Property Manager’s intentional misconduct, (iii) Property Manager’s provision of inaccurate information to CredHub to be reported to the Bureaus; (iv) Property Manager’s failure to comply with laws and regulations governing Furnishers, or (v) Property Manager’s failure to comply with the terms of this Agreement.
5. Intellectual Property
- Property Manager agrees that CredHub is the sole and exclusive owner of all Intellectual Property Rights used to create, perform, embodied in, used in, and otherwise related to the Services. Property Manager shall not acquire any ownership interest in any of CredHub’s Intellectual Property Rights or CredHub’s Confidential Information under this Agreement. “Intellectual Property Rights” means all intellectual property rights related to the Services and CredHub’s performance of the Services including patents, works of authorship, expressions, designs, and design registrations, whether or not copyrightable, including copyrights and copyrightable works, data, data files, databases, and other specifications, documentation, and trade secrets, including all inventions, discoveries, business and technical information and know-how, data collections, patent disclosures, and other confidential and proprietary information and all rights therein.
- Property Manager agrees and acknowledges that all work product performed or produced under or with respect to this Agreement (whether performed or produced before or after the Effective Date of this Agreement), including but not limited to all concepts, works, research, inventions, information, drawings, designs, specifications, program, code, or software developed by CredHub, whether alone or with others, and whether completed or in-progress, created at any time in connection with this Agreement (collectively, the “Work Product”) is and shall be the exclusive property of CredHub. CredHub owns and will own all rights, title, and interest, including Intellectual Property Rights in the Work Product. The provisions of this Section 5 shall survive termination of this Agreement.
- Notwithstanding anything in this Agreement, the information provided by Property Manager to be reported to the Bureaus is not Work Product.
6. Personally Identifiable Information and Credit Bureau Reporting
To report resident payment information to the Bureaus, CredHub requires access to certain types of personally identifiable information (“PII”) to pull, process, and report monthly on Property Manager’s behalf. Be advised, while data access requirements vary between differing property management software systems, in general the PII requirements necessitate admin level access to Property Manager’s system. Property Manager agrees to provide CredHub this level of access.
7. Data Storage Methodology and Security Measures.
CredHub uses a Microsoft Azure cloud secure file transfer protocol (“SFTP”) server. By way of CredHub’s access to Property Manager’s system, CredHub uses SFTP to place Property Manager’s data in the secure and encrypted Microsoft Azure blob storage. That information is processed and made viewable to Property Manager via CredHub’s portal at www.rentcred.us. Property Manager is notified by email that the data is ready for review. Property Manager reviews the data in the portal for accuracy, makes any necessary edits, confirms the accuracy, and clicks the “confirm & submit” button. After seven (7) days, to comply with Bureau expectations of monthly reporting, the data is auto submitted. Upon submission, CredHub’s system translates the data into the preferred format for each credit bureau and submits the file via their preferred data exchange mechanisms and following their recommended data security protocols.
8. Responsibilities for Information Accuracy.
- Property Manager is responsible for the accuracy of the data sent to CredHub and for the accuracy of information Property Manager reviews within CredHub’s portal.
- CredHub is responsible for receiving Property Manager data securely and for processing that data into a format that is ready for Property Manager to review within the www.rentcred.us portal. Upon Property Manager’s clicking the “confirm & submit” button or auto-submission after Property Manager’s review, CredHub is responsible to accurately translate that data into the preferred format for each credit bureau. Additionally, CredHub is responsible for submitting the file to each Bureau using such Bureau’s preferred data exchange mechanisms and following such Bureau’s recommended security protocols.
- Either party may terminate this Agreement within seven (7) days of the Effective Date due to unforeseen circumstances, as determined in the terminating party’s reasonable discretion.
- During the Term, either party may terminate this Agreement immediately following the other party’s breach, provided such breach has not been cured within ten (10) days after notice of the breach from the non-breaching party.
- During the Term, Property Manager may terminate this Agreement without cause and for convenience by providing sixty (60) days’ prior written notice to CredHub, subject to the following:
- Upon giving notice, Property Manager will cease enrolling new units in its portfolio in CredHub’s Services.
- During the sixty-day (60) notice period, Property Manager will continue reporting all existing residents (whether such residency continues via existing lease, a renewal letter, a new lease or any other contract or legal documentation), during which time Property Manager shall continue to pay CredHub’s Monthly Fee and other amounts owed under this Agreement based on the number of existing enrolled units at the time the sixty-day notice period began, allowing CredHub time to properly wind-down and close the residents’ services.
- If the sixty-day (60) wind-down period lasts beyond the Term of this Agreement, the Term shall be deemed extended accordingly.
- If Property Manager provides its sixty-day notice within fifteen (15) months of the Start Date, then it shall also pay to CredHub an early termination fee in an amount equal to the greater of $1,000 or 50% of CredHub’s anticipated revenue (or actual revenue if already earned, and in addition to it) for the first year of the Initial Term. (Section 9:C:iv: Does NOT apply to Renewal Agreements.)
- Property Manager’s payment obligations set forth in this Agreement shall survive termination of this Agreement.
- Upon Termination, the consumer rental information provided by Property Manager shall continue to remain in the possession of the Bureaus and Property Manager agrees to continue to respond to investigations of the accuracy of the information based on direct disputes or forwarded by the Bureaus based on an FCRA dispute as required by the bullet points in Section 4-f.
10. Limitation of Liability.
In no event shall CredHub (or its owners, employees, or subsidiaries) be liable to Property Manager or to any third party, even if informed of the possibility, for any consequential, indirect, punitive, incidental, or special damages, whether foreseeable or unforeseeable, including but not limited to lost goodwill, lost profits, loss of use of money, loss of data or interruption in its use or availability, stoppage or work, or impairment of assets arising out of the performance of this Agreement or in any way in connection with this Agreement, including but not limited to breach of contract, negligence, misrepresentation, or strict liability in tort or otherwise. CredHub’s liability for damages, regardless of the form of action, shall in any event be limited to the aggregate amount paid by Property Manager to CredHub for Services performed by CredHub within the most recent twelve (12) months of this Agreement preceding the event allegedly causing damages.
All notices pursuant to this Agreement must be in writing and shall be sent via national overnight courier for next day delivery to the address set forth in the Service Agreement, or at such other address as a party may specify by written notice to the other.
12. Notice of Alleged Violation.
Each party to this Agreement will notify the other party in writing if (a) such party is served with a notice of violation of any law, regulation, permit or license which relates to the performance of the Services; (b) proceedings are commenced which could lead to revocation of permits, licenses or other governmental authorizations which relate to the performance of such Services; (c) permits, licenses or other governmental authorizations relating to the performance of such Services are revoked; (d) litigation is commenced against such party which could affect the performance of the Services; or (e) such party becomes aware that its equipment or facilities related to the performance of such Services are not in compliance with applicable laws, regulations, permits or licenses.
13. Retention of Records.
CredHub’s records relating to the Services required hereunder shall be kept in accordance with generally accepted principles of due diligence, and shall be retained by CredHub for a period of no less than two (2) years for audit and review during normal business hours upon request.
14. Severability and Waiver.
If any portion of this Agreement is held or determined to be invalid or unenforceable, the remaining provisions shall continue in full force and effect as if this Agreement had been executed with the invalid portion eliminated. Either party may at any time waive compliance by the other party with any covenant or condition contained in this Agreement. No such waiver, however, shall be deemed to constitute waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or condition.
15. Governing Law and Venue.
This Agreement shall be governed by, interpreted, construed and enforced in accordance with the law of the State of Washington without reference to the principles of conflict of laws. With the exception of suits brought solely for injunctive relief (suits solely for injunctive relief may be brought in any court of competent jurisdiction), suits under this Agreement shall only be brought in a court of competent jurisdiction in the State of Washington.
16. Entire Agreement.
The parties hereby agree that this Agreement, including all documents incorporated herein by reference, shall constitute the entire agreement and understanding between the Parties hereto and shall supersede and replace any and all prior or contemporaneous communications, representations, agreements or understandings of any kind, whether written or oral, relating to this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which shall constitute the same instrument. For purposes of determining the enforceability of this Agreement, facsimile, PDF, or other electronic transmission of manual signatures and/or authenticated electronic signatures shall be deemed originals.