Lighthouse Trade Credit Exchange Participation
Addendum to Wholesail Terms of Service Agreement
As set forth below, the parties agree to the following, which includes adding a new service, the Wholesail Lighthouse Trade Credit Data Exchange, to the Wholesail Terms, pursuant to which the parties are currently doing business, as more fully set forth below. For the avoidance of doubt, all Definitions set forth in the Wholesail Terms apply to this Addendum as if fully set forth herein. In the event of a conflict between this Addendum and the Wholesail Terms, the Wholesail Terms 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 ADDENDUM CAREFULLY.
WHEREAS, Wholesail, Inc. (“Wholesail”) has 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 Seller will, as a participant, opt-in through selection of “Wholesail Lighthouse” on the Order Form (or, if applicable, through checking the affirmative box in the Wholesail Services); Sellers will not be identified to other Sellers through participation in Wholesail Lighthouse;
WHEREAS, Wholesail may use Buyer company names and logos in Wholesail Lighthouse product demos;
WHEREAS, in order to participate in Wholesail Lighthouse, Seller must agree to allow Seller Content contributed by Seller to be utilized as provided herein, and subject to the terms and conditions specified herein;
NOW THEREFORE, Seller and Wholesail, for good and mutual consideration as evidenced by Seller’s selection of Wholesail Lighthouse on the Order Form (or, if applicable, by Seller’s checking of the affirmative box in the Wholesail Services), agree as follows:
1. Acceptance
Seller accepts and will abide by the Wholesail Terms and this Addendum.
2. Use of Seller Content in Wholesail Lighthouse
Seller Content contributed by Seller to Wholesail pursuant to the Wholesail Terms 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 5 of the Wholesail Terms) 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 5 of the Wholesail Terms, to be developed and offered by Wholesail: (a) delivering services to Seller, including the creation of credit reports relating to Buyers; (b) creating anonymized, Wholesail Lighthouse credit reports relating to Buyers with data broken down by anonymized Seller to be shared with Seller and other Wholesail Lighthouse participants; (c) product-improvement analytics; and (d) conducting Wholesail Lighthouse product demos for prospective customers (collectively, the “Wholesail Lighthouse Services”).
Seller shall not contribute to Wholesail Lighthouse, and shall use commercially reasonable efforts to ensure that Seller Content made available for use in Wholesail Lighthouse does not include: (a) any consumer report (as defined in the Fair Credit Reporting Act, 15 U.S.C. § 1681 et seq. (“FCRA”)) or any information derived from a consumer report; (b) any information concerning a personal guarantor of a Buyer’s obligations, including the existence or terms of any personal guarantee; (c) any Social Security number, driver’s license number, personal financial account information, or personal credit information of any natural person; or (d) any other information concerning a natural person in his or her individual capacity, other than the business contact information of Buyer representatives. Seller acknowledges that certain Buyers may be organized as sole proprietorships; Seller Content concerning such Buyers may be contributed only to the extent it concerns the Buyer’s trade credit relationship with Seller in the operation of the Buyer’s business, and shall be used solely as commercial trade credit information in accordance with Section 4.
3. Reciprocal Access
Seller’s access to the Wholesail Lighthouse Services shall be subject to the same terms and conditions as set forth in Section 3 (and its subparts) of the Wholesail Terms, 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 (each such entity, a “Wholesail Lighthouse-Only Participant”).
4. Use Restrictions
Seller specifically agrees that, with respect to Wholesail Lighthouse Services, Seller can only use what Seller receives from Wholesail for commercial, non-consumer credit risk purposes for Seller’s existing customers or customers who have applied to do business with Seller, subject to the restrictions set forth in Section 3.4 of the Wholesail Terms, 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. Seller further agrees to submit to audit(s) performed by Wholesail, or on its behalf, to verify Seller’s compliance with the terms of this Section no more than once per twelve (12) months, on reasonable prior notice, limited to records reasonably related to Seller’s use of Wholesail Lighthouse Services, and at Wholesail’s expense.
5. FCRA Acknowledgment; Certification; No Redistribution
The parties acknowledge and agree that Wholesail Lighthouse is a commercial trade credit data exchange; that Wholesail is not acting as a consumer reporting agency as defined in the FCRA; and that the Wholesail Lighthouse Services, and any reports or information provided through them, do not constitute consumer reports as defined in the FCRA and are not intended or expected to be used for any purpose described in Section 604 of the FCRA (15 U.S.C. § 1681b). Seller certifies that it will not use, and will not permit any Authorized User or third party to use, any Wholesail Lighthouse Services or any information received through them: (a) as a factor in establishing a natural person’s eligibility for credit or insurance to be used primarily for personal, family, or household purposes; (b) for employment purposes; (c) for tenancy or residential screening purposes; or (d) for any other purpose that would cause such information to constitute a consumer report under the FCRA or any similar state law. Seller shall not resell, republish, or otherwise disclose to any third party any Wholesail Lighthouse Services or any reports or information received through them, other than to Seller’s Authorized Users for use in accordance with this Addendum. Seller’s breach of this Section is a material breach of this Addendum, and Wholesail may suspend Seller’s access to the Wholesail Lighthouse Services immediately upon notice, and terminate this Addendum immediately upon notice, in the event of such breach. Seller shall indemnify, defend, and hold harmless Wholesail from and against any third-party claims, and all related losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees), arising out of Seller’s use of the Wholesail Lighthouse Services in violation of this Section.
6. Anonymization
Subject to Section 7 of the Wholesail Terms, Wholesail specifically agrees that, with respect to Wholesail Lighthouse Services, the source of any portion of Seller Content displayed in the 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. Wholesail may use Buyer names and logos for the purpose of providing Wholesail Lighthouse product demos.
7. Release; Disclaimer; Limitation of Liability
The terms of Release, Disclaimer, and Limitation of Liability set forth in Section 7 of the Wholesail Terms are specifically referenced and reaffirmed with respect to Wholesail Lighthouse Services and shall extend to any reliance by Seller in making any credit decisions based in whole or in part on Wholesail Lighthouse Services accessed by Seller.
8. Buyer Disputes Regarding Credit Decisions
Should a Buyer raise a dispute with respect to a credit decision made, or other action taken, by Seller based in whole or in part on Wholesail Lighthouse Services, Seller agrees 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. The process set forth in this Section is a voluntary commercial practice adopted by the parties to promote data quality and customer relations; it is not, and shall not be construed as, a reinvestigation or other procedure under Section 611 of the FCRA or any similar law, which the parties agree does not apply to Wholesail Lighthouse.
9. Aggregated Data
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 5 of the Wholesail Terms.
10. Termination for Convenience
Either party may terminate this Addendum at any time, for any reason or no reason, upon thirty (30) days’ prior written notice to the other party. Termination of this Addendum does not terminate the Wholesail Terms or any other Addendum then in effect. Upon the effective date of termination of this Addendum, Seller’s participation in Wholesail Lighthouse ceases and Seller’s further access to Wholesail Lighthouse Services ends; the license granted to Wholesail under Section 2 with respect to Seller Content previously contributed remains in effect in accordance with its terms.
Lighthouse Trade Credit Exchange Participation - Addendum to Wholesail Terms of Service Agreement v1