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Esusu Inc. and Client hereby agree to supplement the Master Services Agreement ("MSA") with this Rent Reporting-As-A-Service Metro2 Processing Services Addendum (the"RAAS Metro2 Addendum"), which is incorporated into the MSA and applicable Order by reference. Capitalized terms used but not defined herein have the meanings given in the MSA. In the event of conflict between the MSA and this RAAS Metro2 Addendum, this RAAS Metro2 Addendum controls solely asit relates to the Services defined below.
A. Esusu operates a financial technology platform that enables reporting of rental payment data to consumer reporting agencies to help renters build and establish credit profiles.
B. Client operates one or more applications or platforms (the "Client App") through whichClient collects rental payment data from property managers, landlords, and other third parties, including via property management system integrations.
C. Client desires to have rental payment data reported to consumer reporting agencies through Esusu's Metro2 processing services, and Esusu is willing to provide such services, on the terms set forth herein.
"Bureaus" means those national consumer reporting agencies that accept rental payment data from Esusu (currently Equifax, Experian, and TransUnion).
"California Rent Reporting Laws" means California Civil Code Sections 1954.06 and 1954.07, as amended from time to time.
"California Required Notices" means the notices and election forms designed to satisfy notice obligations under the California Rent Reporting Laws.
"Client Customers" means those property managers, landlords, property owners, or other third parties from whom Client obtains Client User Data.
"Client Fees" means amounts payable to Esusu by Client for the Services, calculated on a per-Tradeline/month and per-month-of-historic-data basis, as specified in the applicable Order.
"Client User" means Client's customers, clients, or users of the Client App, including any resident obligated under a rental or lease agreement with a Client Customer.
"Client User Data" means rental payment data, user identification data, and other data reasonably necessary to provide the Services, as provided by Client to Esusu.
"Metro2 File" means a data file formatted in accordance with the Metro2 credit reporting format as specified by the Consumer Data Industry Association (CDIA) and as required bythe Bureaus.
"Output" means the data provided via the Services, including confirmation of Bureau submissions and dispute resolution outcomes.
"Qualifying User" means a Client User who (i) has consented to rent reporting services (whether such consent was obtained by Client prior to the Effective Date or by Esusu thereafter), (ii) has not opted out of the Services, (iii) resides in theTerritory, and (iv) satisfies Esusu's generally applicable enrollment criteria; provided that for Client Users subject to Section 9 (California-SpecificRequirements), the definition of Qualifying User is as set forth in Section9.3.
"Qualifying User Data" means the Client User Data of Qualifying Users.
"Services" means the Metro2 file review, Bureau submission, dispute management, and customer support services provided by Esusu to Client as set forth in Section 2 of this RAAS Metro2 Addendum.
"Territory" means the United States and the U.S. territories of American Samoa, Guam, the Northern Mariana Islands, Puerto Rico, and the U.S. Virgin Islands.
"Tradeline" means an individual renter account reported to a Bureau, representing a single Qualifying User's rental payment history. For the avoidance of doubt, aTradeline refers to an individual renter, not a lease or property.
Capitalized terms used in this RAAS Metro2 Addendum but not defined herein (including "Action,""Applicable Law," "Confidential Information,""DPA," "Indemnified Party," "IntellectualProperty Rights," and "Losses") have the meaningsgiven in the MSA.
Esusu shall:
2.1 Review Metro2 Files submitted byClient for compliance with Bureau formatting requirements and Esusu's technical specifications. Esusu's review is limited to format validation and does not constitute verification of the accuracy or completeness of the underlying data.
2.2 Submit properly formatted Metro2Files to the Bureaus. Esusu may reject or delay submission of any Metro2 File that does not comply with Bureau requirements or that Esusu reasonably determines contains data that is inaccurate, incomplete, or may expose eitherParty to legal or regulatory risk. Esusu shall promptly notify Client of any rejection and the basis therefor.
2.3 Manage consumer disputes related to data reported to the Bureaus in accordance with FCRA requirements and Bureau procedures, as further described in Section 5.
2.4 Calculate Client Fees based on the applicable Order and provide invoices in accordance with the MSA.
2.5 Provide access to mutually agreed-upon reporting, including at a minimum a summary of Tradelines reported and historic data months submitted during each billing period.
2.6 Provide 24/7 customer support toQualifying Users via chat, and via telephone during business hours (9:00 a.m.to 5:00 p.m. ET, Monday through Friday, excluding days on which commercial banks in New York City are authorized or required by law to close).
2.7 Obtain and maintain all licenses and consents and comply with Applicable Law in connection with its performance of the Services.
Client shall:
3.1 Pay all invoiced Client Fees in accordance with the MSA.
3.2 Collect all rental payment data from Client Users through its Client Customers and property management system integrations, compile and format Metro2 Files in accordance with Bureau requirements, CDIA specifications, and Esusu's technical documentation, verify the accuracy and completeness of all data prior to submission, and transmit properly formatted Metro2 Files to Esusu.
3.3 Only submit Metro2 Files for ClientUsers in the Territory.
3.4 Ensure that any marketing materials referencing Esusu are either (a) substantially as provided by Esusu or (b)consistent with Esusu's brand guidelines and compliant with Applicable Law.
3.5 Promptly respond to Esusu's requests for information, documentation, or approvals reasonably required to provide the Services, investigate disputes, or respond to regulatory inquiries. Client shall correct and resubmit any rejected Metro2 Files within five (5) business days of notice of rejection.
3.6 Execute the Equifax Data Contributor Agreement attached to the applicable Order as Exhibit A (the "Equifax Agreement"), which is required for Esusu to report Qualifying User Data to Equifax.
3.7 Obtain and maintain all licenses andconsents and comply with Applicable Law in connection with its obligations under the Agreement.
4.1 Data Accuracy. Client is responsible for the accuracy and completeness of all Client User Data and Metro2 Files provided to Esusu. Esusu will rely on Client User Data as received and is not obligated to independently verify the underlying data. Esusu is responsible for the accuracy of data processing and Bureau submissions it performs using theClient User Data as received.
4.2 KYC and Identity Verification. As required by the Bureaus, Client shall perform all Know Your Customer ("KYC")and Identity Provider ("IDP") verification on all ClientCustomers from whom Client receives or collects Client User Data, in accordance with Applicable Law, including verification of identity, address, and other information as required under the Bank Secrecy Act, USA PATRIOT Act, and other applicable regulations. Client shall ensure that all Client Customers undergo IDP verification through a secure, industry-standard identity verification service to authenticate user identities beyond standard KYC procedures. Client shall promptly notify Esusu in writing of any material changes to a Client Customer's verification status.
4.3 Consent. Client represents, warrants, and covenants that:
(a) Before providing any Client User Data to Esusu, Client has provided all notices and obtained all consents requiredunder Applicable Law to share such data with Esusu and to enable Esusu to process and furnish it to the Bureaus, in each case in accordance with the DPA.
(b) All Client Users whose data is included in any Metro2 File have provided valid, informed consent to rent reporting services sufficient under Applicable Law.
(c) Client will not (i) include in anyMetro2 File any Client User who has opted out of rent reporting services, whose consent has been withdrawn or invalidated, or for whom Client cannot demonstrate valid consent, or (ii) interfere with any independent efforts by Esusu to provide Client User notice or obtain Client User consent.
(d) Client shall maintain complete andaccurate records of all consents, opt-outs, and withdrawals and shall make such records available to Esusu within five (5) business days of request.
4.4 Client Customer Oversight. Client acknowledges that Esusu has no direct contractual relationship with Client Customers or Client Users, and that all Client User Data flows to Esusu exclusively through Client's systems and integrations. As between Esusu andClient, Client is responsible for the acts, omissions, and compliance of all Client Customers and other third parties in its data supply chain with respect to the collection, accuracy, and handling of Client User Data. Client shall maintain written agreements with all Client Customers imposing data accuracy, consent, privacy, and security obligations at least as protective as Client's obligations under the Agreement, and shall exercise commercially reasonable oversight of their compliance.
4.5 Data Security. Each Party shall implement and maintain appropriate technical, organizational, and physical safeguards to protect the security, confidentiality, and integrity of ClientUser Data, Metro2 Files, and access credentials in its possession or control. Data security obligations are further governed by the DPA. Each Party shall promptly notify the other of any actual or suspected unauthorized access to or breach affecting Client User Data.
5.1 Esusu shall receive and investigate disputes forwarded by the Bureaus in accordance with FCRA timelines and requirements and shall report investigation results to the Bureaus.
5.2 Where Esusu requires supporting documentation from Client to investigate or resolve a dispute, Client shall provide accurate and complete documentation within five (5) business days of Esusu's request. Client acknowledges that timely cooperation is required forFCRA compliance and that failure to respond timely may result in adverse determinations for which Esusu shall not be responsible.
5.3 Client shall promptly provide Esusu with written notice of any data corrections, account closures, or other changes affecting previously submitted Tradeline data.
6.1 Client Indemnification. In addition to Client's indemnification obligations under Section 10.1 of the MSA, Client shall indemnify, defend, and hold harmless Esusu and its Indemnified Parties from and against any Losses arising from or related to:
(a) any inaccuracy, incompleteness, or error in Client User Data or Metro2 Files provided by Client, including incorrect payment histories, tenant identification information, lease terms, or account statuses;
(b) Client's failure to obtain, maintain, or document required consents from Client Users, or any deficiency in Client's consent or opt-out model;
(c) any acts, omissions, or violations byClient Customers or other third parties in Client's data supply chain, including unauthorized data collection or provision of inaccurate information;
(d) Client's failure to perform, or the inadequacy of, KYC and IDP verification procedures required under Section 4.2;
(e) Client's failure to comply with theFCRA, state credit reporting laws, privacy laws, or other Applicable Law in connection with Client's collection, processing, or transmission of Client UserData; and
(f) Client's failure to provide accurate dispute documentation within the timeframes specified in this RAAS Metro2Addendum or required by Applicable Law.
6.2 Esusu Indemnification. In addition to Esusu's indemnification obligations under Section 10.1 of the MSA, Esusu shall indemnify, defend, and hold harmless Client and its Indemnified Parties fromand against any Losses arising from or related to:
(a) Esusu's failure to submit properly formatted Metro2 Files to the Bureaus in accordance with this RAAS Metro2Addendum, to the extent such failure is not attributable to errors or deficiencies in Client User Data;
(b) Esusu's failure to comply with FCRA dispute investigation and response requirements, to the extent Client has provided timely and accurate documentation as required under Section 5; and
(c) Esusu's failure to comply withApplicable Law in connection with its performance of the Services.
6.3 Limitations and Survival.
(a) Neither Party's indemnification obligations under this Section 6 extend to Losses to the extent caused by the Indemnified Party's own negligence, willful misconduct, or breach of the Agreement.
(b) The indemnification obligations under this Section 6 are in addition to, and not in limitation of, either Party's indemnification obligations under the MSA.
(c) The indemnification obligations under this Section 6 survive termination or expiration of the Agreement for the period set forth in the MSA.
7.1 License Grant. Subject to Client's compliance with the Agreement, Esusu grants Client a non-exclusive, non-transferable license during the Term to: (a) use Esusu's technical documentation and specifications solely to prepare and transmit Metro2 Files; and (b) use the Output solely for Client's internal business purposes and to communicate with Client Users regarding their rent reporting status.
7.2 Restrictions. In addition to the restrictions in MSA Section 3.5, without Esusu's prior written consent, Client shall not: (a) make the Services or Output available to, or use them for the benefit of, anyone other than Client or Client Users; (b) sell, resell, sublicense, or distribute the Services or Output; (c) use the Services orOutput to create a substitute or competing service; or (d) represent to any third party that Client is a furnisher to the Bureaus or otherwise misrepresent Esusu's role in the credit reporting process.
7.3 FCRA Output Restriction. The Outputis not a "consumer report" as defined in the FCRA and may not be used as such. Client shall not, and shall use commercially reasonable efforts to ensure that no third party will, use the Services or Output as, or as part of, a consumer report.
7.4 Intellectual Property. MSA Section6.2 (Intellectual Property) applies to the Services and Output. Except for the rights expressly granted under this Section 7, Esusu retains all right, title,and interest in the Services and Output. All licenses granted under this Section 7 terminate upon termination of this Agreement.
At all times during the Term, each Party shall maintain: (a) Commercial General Liability insurance with limits of notless than $1,000,000 per occurrence and $2,000,000 in the aggregate; and (b)Errors and Omissions/Cyber Liability insurance with limits of not less than$5,000,000 per occurrence and $5,000,000 in the aggregate. Each Party shallprovide certificates of insurance upon the other Party's reasonable request.
9.1 Applicability. This Section 9 appliesto Client Users who are residents of properties located in California that are subject to the California Rent Reporting Laws. In the event of conflict between this Section 9 and other provisions of this RAAS Metro2 Addendum with respect to California Client Users, this Section 9 controls.
9.2 Client Notice Obligations. Client shall prepare, customize, and send to all applicable California Client Users the California Required Notices: (a) for residents entering into rental or lease agreements on or after April 1, 2025, at the time such agreement is entered into; (b) for existing residents who entered into agreements prior to April 1, 2025, by April 1, 2025; and (c) thereafter, for all applicable residents, on an annual basis.
9.3 Opt-In Consent. For California ClientUsers subject to the California Rent Reporting Laws, the consent model shall be affirmative opt-in. A California Client User becomes a Qualifying User only after (a) receiving a California Required Notice, (b) affirmatively opting into the Services, (c) agreeing to Esusu's standard terms and conditions, and (d)satisfying Esusu's generally applicable enrollment criteria.
9.4 Esusu Materials. Esusu shall provideClient with: (a) an Esusu logo and description of the Services; and (b) a template notice and election form designed to address the requirements of the California Rent Reporting Laws, to be reviewed, customized, and sent by Client.
9.5 No Legal Advice. Esusu is not a law firm. Any template notices, forms, or materials provided by Esusu regarding the California Rent Reporting Laws are for informational purposes only and do not constitute legal advice. Client is responsible for ensuring that its California Required Notices and its overall compliance with the California Rent Reporting Laws satisfy all requirements of Applicable Law.
Each Party acknowledges that the FCRA imposes data accuracy and other responsibilities on all persons who furnish information to consumer reporting agencies. These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. § 1681s-2.
[Equifax Data Contributor Agreement]
DATA CONTRIBUTOR AGREEMENT
This Data Contributor Agreement (“Agreement”) is entered on _________(the “Effective Date”), by and between Equifax Information Services LLC (“Equifax”) and ___________________(“Contributor”). This Agreement shall remain in full force and effect, and constitutes the complete and exclusive statement of the agreement between the parties as to the subject matter of the Agreement.
I. AGGREGATOR AUTHORIZATION
Contributor represents that Esusu (“Aggregator”) is authorized and entitled to report consumer account information (the “Consumer Information”) to Equifax, acting as an agent on Contributor’s behalf, for the purpose of providing updated and current account information to Equifax regarding individual consumers who have made rental payments to Contributor (the “Reporting Services”). Contributor will ensure that Aggregator will only use the Consumer Information strictly as necessary to report such Consumer Information to Equifax and will not use the Consumer Information for any other purpose. In addition, Contributor shall employ commercially reasonable oversight to ensure that Aggregator maintains adequate safeguards to ensure the security, confidentiality and protection of Consumer Information. That oversight will include, but not be limited to, entering into and maintaining an enforceable agreement with Aggregator for the provision of the Reporting Services. Notwithstanding anything to the contrary in the Agreement,Contributor will at all times be responsible for and remain liable to Equifax for any and all damages of any kind or nature whatsoever that may arise from or relate to the acts or omissions of Aggregator. Contributor acknowledges and agrees that Contributor is solely liable to compensate Aggregator for theReporting Services. Contributor will immediately notify Equifax in writing if Aggregator ceases to be an agent authorized to report Consumer Information on Contributor’s behalf.
II. REPORTING OF ACCOUNT INFORMATION
Contributor agrees to permit Aggregator to provide Contributor’s account information to Equifax and Contributor will prepare and deliver to Aggregator for delivery to Equifax, each month and at Contributor’s expense, its most current account information on consumers that have rental payment accounts with Contributor (the "Information") in a mutually agreeable form and medium. Without limiting the generality of the foregoing, Contributor will encrypt all Information as directed by Equifax, and further, with respect to the Information, Contributor agrees to comply with such other data security policies as Equifax may from time to time make known to Contributor in writing. For avoidance of doubt, Contributor understands and agrees that its compliance with the security policies of Equifax will not relieve Contributor of the obligation to observe any other or further contractual, legal, or regulatory requirements, rules or terms applicable to the security of the Information, nor does Equifax assume any responsibility orliability for the security of the Information prior to the time Equifaxreceives it. At its expense, Equifax may incorporate the Information into Equifax's computerized credit reporting system. Contributor acknowledges and agrees that Equifax will not return any physical media if that is the method of delivery used to provide the Information to Equifax. Equifax will destroy all such physical media through the use of reasonable procedures designed to assure that it cannot be practicably read or reconstructed. Information so incorporated will cease to be the property of Contributor and will become the property of Equifax in order for Equifax to engage in the business of providing consumer reports and other products and services (including but not limited to list editing, list extracting and model building services for risk control, andfor the purpose of Equifax’s consumer relations obligations); provided, however, Equifax will comply with Title V of the Gramm-Leach-Bliley Act, 15U.S.C. Sec. 6801 et seq. (“GLB”) and the implementing regulations issued thereunder and will not use or disclose any Information that Contributor furnishes to Equifax through Aggregator on Contributor’s consumers or customers other than in accordance with Section 6802(c) or with one of the GeneralExceptions of Section 6802(e) of the GLB and applicable regulations.Contributor will notify Aggregator promptly upon learning that Informationsupplied is inaccurate or incomplete. Contributor will provide Aggregator with any corrections or additional information necessary to make the Information supplied complete and accurate and will implement procedures to avoid re-reporting Information that is inaccurate. Contributor may be liable understate or federal law if Information furnished is false or furnished with maliceor willful intent to injure the consumer or with conscious indifference to potential inaccuracies.
Contributor:
By:
Name:
Title:
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