Updating of, and Addendum to, Wholesail Terms of Service Agreement
As set forth below, the parties agree to the following, which includes updating the existing Wholesail Terms of Service Agreement and its Appendices (“Terms of Service”), pursuant to which the parties are currently doing business, and adding a new service, as more fully set forth below. For the avoidance of doubt, all “Definitions” set for the in the Terms of Service apply to this Update and Addendum as if fully set forth herein. In the event of a conflict between this Addendum and the Terms of Service, the Terms of Service will control except to the extent the conflict relates specifically and directly to the use of Wholesail Lighthouse (as defined below), in which case this Addendum will control.
PLEASE READ THE TERMS OF THIS UPDATE AND ADDENDUM CAREFULLY.
WHEREAS, Wholesail, Inc. (“Wholesail”) wishes to update the Terms of Service, the updated version of which can be accessed by You by clicking on https://www.paywholesail.com/sellerterms/;
WHEREAS, Wholesail has also developed and is operating a real-time Trade Credit Data Exchange (“Wholesail Lighthouse”) which will provide for reciprocal sharing of data, on an anonymous basis, and only for credit evaluation, to which “You,” as a “Seller” will, as a participant, opt-in through the acceptance of this Update and Addendum;
WHEREAS, in order to participate in Wholesail Lighthouse, You as Seller must agree to allow “Seller Content” contributed by You as Seller to be utilized as provided herein, and subject to the terms and conditions specified herein;
NOW THEREFORE, You as Seller and Wholesail, for good and mutual consideration as evidenced by your checking the affirmative box in the Wholesail Services, agree as follows:
1. Seller accepts and will abide by the updated Terms of Service
2. Seller Content contributed by You as Seller to Wholesail pursuant to the Terms of Service shall be available for use by Wholesail in connection with Wholesail Lighthouse. Such use shall be effectuated by means of a worldwide, non-exclusive, royalty-free, fully paid-up, sublicensable, irrevocable, perpetual, right and license (consistent with Section 6 of Terms of Service) pursuant to which Wholesail may use, store, transmit, publicly perform and display, reproduce, modify, adapt, view, process, aggregate or otherwise use Seller Content for the purpose of the following, among other items and without limitation except as set forth in Section 6 of the Terms of Service, to be developed and offered by Wholesail: (a) delivering services to You as Seller, including the creation of credit reports, (b) creating anonymized, Wholesail Lighthouse credit reports with data broken down by anonymized Seller to be shared with You as Seller and other Wholesail Lighthouse Participants, and (c) product-improvement analytics (collectively “Wholesail Lighthouse Services”).
3. Your access as Seller to Wholesail Lighthouse Services shall be subject to the same terms and conditions as set forth in Section 3 (and its subparts) of the Terms of Service, provided further, that such access shall be strictly on a reciprocal basis: e.g., for a Seller to receive anonymized, Wholesail Lighthouse credit reports with data broken down by anonymized Seller, such will only be provided to a Seller that contributes data, or in the case of an entity that is contracted with Wholesail only to receive Wholesail Lighthouse Services, and not Wholesail’s full line of products and services, to such entity that contributes to Wholesail data for such limited purpose.
4. You as Seller also specifically agree that, with respect to Wholesail Lighthouse Services, You as Seller can only use what You as Seller receive from Wholesail for commercial, non-consumer credit risk purposes for your existing customers or customers who have applied to do business with you subject to the restrictions set forth in Section 3.4 of the Terms of Service, and not for use or creation of any product or solution related to: identifying customers for solicitation, instead of screening potential buyers after they submit a credit application, targeting, marketing, prospecting, pricing, sharing information with actual or potential competitors, or gaining or leveraging competitive intelligence. No use for personal credit inquiries or decisioning shall be allowed. You as Seller further agree to submit to audit(s) performed by Wholesail, or on its behalf, to verify Your compliance as Seller with the terms of this Section.
5. Subject to Section 9 of the Terms of Service, Wholesail specifically agrees that, with respect to Wholesail Lighthouse Services, the source of any portion of Seller Content displayed in Wholesail Services or provided to Sellers or Wholesail Lighthouse-Only Participants will be anonymized, and that no portion of Seller Content that discloses Seller’s name will be displayed or shared.
6. The terms of Release, Disclaimer, and Limitation of Liability set forth in Section 9 of the Terms of Service are specifically referenced and reaffirmed with respect to Wholesail Lighthouse Services and shall extend to any reliance by You as Seller in making any credit decisions based in whole or in part of Wholesail Lighthouse Services accessed by You as Seller.
7. Should a Buyer raise a dispute with respect to a credit decision made, or other action taken, by You as Seller based in whole or in part on Wholesail Lighthouse Services, You as Seller agree to take the following steps: (a) acknowledge receipt of the dispute; (b) investigate the dispute; (c) respond to the dispute as appropriate in light of such investigation, with the option of offering to engage in good faith negotiation to resolve same, if warranted. Wholesail will provide reasonable assistance to Seller to investigate any credit disputes upon written request; however, Wholesail may withhold specific Seller Content in connection with the same.
8. For avoidance of doubt, Wholesail can leverage anonymized aggregated data derived from Wholesail Lighthouse Services for other products and services made available by Wholesail to its other customers, subject to Section 6 of the Terms of Service.
9. Reinforcing the foregoing, the parties agree that the terms of Wholesail’s Privacy Policy, referenced in the Appendix C to the Terms of Service, shall apply to Wholesail Lighthouse Services.