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Esusu Inc. ("Esusu") 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 as it relates to the Services defined below.
A. Esusu operates the leading financial technology platform and service that enables renters living in residential properties located in the United States to report on-time rental payment data to national consumer reporting agencies to help build and establish their credit profiles, and provides other services focused on financial support and well-being (the "Esusu Service").
B. Client or itsAffiliate owns, licenses, or has the right to access and use a property management system or other platform and/or service which processes and stores rental payment data and other information about individuals renting residential properties located in the United States (the "Client Platform").
C. Client wishes to provide Client Renters (as defined below) with access to the Esusu Service, and Esusu is willing to provide such access, on the terms set forth herein.
"Affiliate" means with respect to a Party, any person or entity that owns or controls, is owned or controlled by, or is under common control or ownership with that Party, where "control" means the power to direct or cause the direction of the management or policies of such entity, whether through the ownership of voting securities, by contract, or otherwise.
"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 and1954.07, 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 Renter 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 Renter" means a tenant obligated under a residential rental or lease agreement at a Contracted Property with a Client Customer whose Renter Data is stored in the Client Platform.
"Client Renter Data" means rental payment data, user identification data, and other data reasonably necessary to provide the Services, as provided by Client to Esusu.
"Contracted Properties" means (i) initially, those properties listed from time to time as "Properties to Receive Rent Reporting Services" on Annex I toan applicable Order, and (ii) thereafter, those properties reflected in Esusu's books and records from time to time as being included in this Agreement (whichbooks and records shall be determinative, absent manifest error), reflecting those added to or removed from the Agreement by the Client in accordance herewith.
"Metro2 File" means a data file formatted in accordance with the Metro2 credit reportingformat as specified by the Consumer Data Industry Association (CDIA) and asrequired by the Bureaus.
"Output" means the data provided via the Services, including confirmation of Bureau submissions and dispute resolution outcomes.
"Qualifying Renter" means a Client Renter who (i) to the extent required by Applicable Law, has consented to rent reporting services, (ii) has not opted out of rent reporting services, (iii) resides in the Territory, and (iv) satisfies Esusu's generally applicable enrollment criteria as the same may exist from time to time; provided that for Client Renters subject to Section 9 (California-Specific Requirements), the definition of Qualifying Renter is asset forth in Section 9.3.
"Qualifying Renter Data" means the Client Renter Data of Qualifying Renters.
"Services" means the formatting of Qualifying Renters' positive rental payment information into Metro 2® format, 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 Renter's rental payment history. For the avoidance of doubt, a Tradeline 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," "ConfidentialInformation," "DPA," "Indemnified Party," "Intellectual Property Rights," and "Losses") have the meanings given in the MSA.
Esusu shall:
2.1 Review the ClientRenter Data for compliance with Esusu's technical specifications and prepare Metro2 Files compliant with Bureau formatting requirements and CDIA 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 Metro2 Files to the Bureaus.
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 tomutually agreed-upon reporting, including at a minimum a summary of Tradelinesreported and historic data months submitted during each billing period.
2.6 Provide 24/7 customer support to Qualifying Renters 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 bylaw to close).
2.7 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 As required by FCRA, notify Client Renters that their on-time rent payments are being reported to the Bureaus by Esusu, and clearly and conspicuously communicate to the Client Renters the address provided by Esusu for disputing the accuracy of information reported by Esusu on behalf of Client.
3.3 Collect all Client Renter Data from its Client Customers' property management system integrations, compile and format such Client Renter Data in the form and manner required by Esusu and transmit properly formatted Client Renter Data to Esusu no less frequently than at monthly intervals, unless otherwise agreed in writing with Esusu.
3.4 Only submit Client Renter Data for Client Renters in the Territory.
3.5 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.
3.6 Promptly respond to Esusu's requests for information, documentation, data, or approvals reasonably required to provide the Services, investigate disputes, or respond to regulatory inquiries. Client understands that responses to such inquiries are time sensitive and that such obligation shall survive the termination of the Agreement.
3.7 Execute (or have its property management company Affiliates execute, as appropriate) the Equifax Data Contributor Agreement attached to the applicable Order as Exhibit A (the"Equifax Agreement"), which is required for Esusu to reportQualifying Renter Data to Equifax.
3.8 Obtain and maintain all licenses and consents 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 RenterData provided to Esusu. Client shall not provide to Esusu Client Renter Data that it knows or has reasonable cause to believe is inaccurate. Esusu will rely on Client Renter Data as received and is not obligated to independently verify the underlying data. Notwithstanding the foregoing, under FCRA Esusu may not furnish to the Bureaus Client Renter Data that it knows or has reasonable cause to believe is inaccurate; therefore Esusu may reject or delay submission of anyMetro2 File that Esusu reasonably determines contains Client Renter Data that is inaccurate, incomplete, or may expose either Party to legal or regulatory risk. Esusu shall promptly notify Client of any rejection and the basis therefor. Client shall correct and resubmit any rejected Client Renter Data within five (5) business days of notice of rejection.
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 Client Customers from whom Client receives or collects Client Renter 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 Renter Data to Esusu, Client has provided all notices and obtained all consents required under 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 Renterswhose data is included in any Metro2 File have provided valid, informed consentto rent reporting services, to the extent required under Applicable Law.
(c) Client will not (i) include in any Metro2 File any Client Renter who has opted out of rent reporting services, whose consent has been withdrawn or invalidated, or (ii) interfere with any independent efforts by Esusu to provide Client Renter notice or obtain Client Renter consent.
(d) Client shall maintain complete and accurate 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's Affiliates, Client Customers or Client Renters, and that all Client Renter Data flows to Esusu exclusively through Client's or Client's Affiliates' systems and integrations. As between Esusu and Client, Client is responsible for the acts, omissions, and compliance of all Client's Affiliates, Client Customers, and other third parties in its data supply chain with respect to the collection, accuracy, and handling of Client Renter 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 Client Renter Data, Metro2 Files, and access credentials in its possession or control. Esusu's 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 Renter Data.
5.1 Esusu shallreceive and investigate disputes forwarded by the Bureaus in accordance withFCRA timelines and requirements and shall report investigation results to theBureaus.
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 for FCRA 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 Renter Data 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 Renters, or any deficiency in Client's consent or opt-out model;
(c) any acts, omissions, or violations by Client 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 the FCRA, state credit reporting laws, privacy laws, or other Applicable Law in connection with Client's collection, processing, or transmission of Client Renter Data; and
(f) Client's failureto provide accurate dispute documentation within the timeframes specified inthis RAAS Metro2 Addendum 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 from and against any Losses arising from or related to:
(a) Esusu's failure tosubmit properly formatted Metro2 Files to the Bureaus in accordance with thisRAAS Metro2 Addendum, to the extent such failure is not attributable to errorsor deficiencies in Client Renter 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 with Applicable 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 anon-exclusive, non-transferable license during the Term to: (a) use Esusu's technical documentation and specifications solely to prepare and transmit Client Renter Data; and (b) use the Output solely for Client's internal business purposes and to communicate with Client Renters 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, Client's Affiliates, Client Customers or Client Renters; (b) sell, resell, sublicense, or distribute the Services or Output; (c) use the Services or Output to create a substitute or competing service, or permit its Affiliates to do so; 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 Output is not a "consumer report" as defined inthe FCRA and may not be used as such. Client shall not, and shall usecommercially reasonable efforts to ensure that no third party shall, use theServices or Output as, or as part of, a consumer report.
7.4 Intellectual Property. MSA Section 6.2 (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 not less 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 shall provide certificates of insurance upon the other Party's reasonable request.
9.1 Applicability.This Section 9 applies to Client Renters 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 thisRAAS Metro2 Addendum with respect to California Client Renters, this Section 9 controls.
9.2 Client Notice Obligations. Client shall prepare, customize, and send to all applicable California Client Renters 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 Client Renters subject to the California Rent Reporting Laws, the consent model shall be affirmative opt-in. A California Client Renter becomes a Qualifying Renter only after (a) receiving a California Required Notice, (b) affirmatively opting in to the Services, (c) agreeing to Esusu's standard terms and conditions and privacy policy, and (d) satisfying Esusu's generally applicable enrollment criteria.
9.4 Esusu Materials. Esusu shall provide Client with: (a) an Esusu logo and description of theServices; 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.
10.1 This RAAS Metro2 Addendum is only applicable to Contracted Properties. Client may add additional properties as Contracted Properties by (a) executing an additional Order, or (b) by proposing the addition of such properties to Esusu in writing (which may by email) and receiving consent to the addition of such properties from Esusu in writing (which may be by email). In the event that a Contracted Property is sold to an unaffiliated third party ("Sold Property"), Client may terminate the Services with respect to the Sold Property by providing Esusu with 30 days' written notice of the termination (which may be via email) and paying a sold property fee ("Sold Property Fee") in an amount equal to three months of Services (calculated solely with respect to the units attributed to the Sold Property).
10.2 Each Party acknowledges that the FCRA imposesdata accuracy and other responsibilities on all persons who furnish informationto the Bureaus. These responsibilities are found in Section 623 of the FCRA, 15U.S.C. § 1681s-2, a summary of which can be found here. The text of the FCRA isset forth in full at the Bureau of Consumer Financial Protection's website at consumerfinance.gov/learnmore.
10.3 Client acknowledges that (i) it is only contracting Esusu to report positive rental payment information, and (ii) Client Renter Data furnished to the Bureaus shall be retained and remain the property thereof.
10.4 Client agrees that Esusu shall not be responsible for, and agrees to promptly reimburse Esusu for, any of the following amounts (to the extent applicable): any fee charged to Esusu by any of Client's partners or service providers, including but not limited to property management companies, property management systems, vendor management systems, and/or any of their consultants, advisors, service providers, agents, or any other third party, that Client deems necessary to bepaid to implement the Services for Client.
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[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"). ThisAgreement 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 whohave made rental payments to Contributor (the "Reporting Services"). Contributor will ensure that Aggregator will only use the Consumer Informations 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 thatAggregator 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 the Reporting 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 andContributor 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 or liability for the security of theInformation prior to the time Equifax receives 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 theInformation 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 bethe 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, and for the purpose of Equifax's consumer relations obligations); provided, however, Equifax will comply with Title V of the Gramm-Leach-Bliley Act, 15 U.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 General Exceptions of Section 6802(e) of the GLB and applicable regulations. Contributor will notify Aggregator promptly upon learning that Information supplied 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 under state or federal law if Information furnished is false or furnished with malice or willful intent to injure the consumer or with conscious indifference to potential inaccuracies.
Contributor:
By:
Name:
Title:
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