SUBSCRIBER AGREEMENT

Welcome to Validate, LLC, (VALIDATE). VALIDATE is not a collection agency. We do not directly assist you in the collection of your accounts receivable. Rather, VALIDATE provides you with a unique opportunity to avoid entering into contracts or agreements with parties who may have demonstrated a past history of improper non-payment on similar contracts. Our website will permit you to view our expanding database to find out if your potential customer is a bad payment risk. Subject to the rules and conditions of this agreement, you will also be able to inform your customers that if they have an open account with you which is not paid, without just cause or reason, their name and account status may be submitted by you to be included in a computer database, which database can be accessed by other VALIDATE member subscribers.

VALIDATE is not a collection agency. The services that VALIDATE provide are that of a credit reporting agency. Consequently, VALIDATE desires to adhere to all applicable State and Federal laws and regulations in this area, and as a subscriber, you are required to meet those standards as well. VALIDATE relies upon your good faith and integrity whenever you: inquire about a consumer's credit and/or report a customer to our website for non-payment.

Your agreement to the terms and conditions set forth in this Subscriber Agreement ("Agreement") is an essential part of our relationship. You are required to carefully review this entire Agreement, and indicate that you will abide by all of its terms and conditions. Should you fail to adhere to the terms and conditions of this Agreement, VALIDATE reserves the right to unilaterally terminate your membership, without any further obligation to you.

The following is how your membership with VALIDATE will work, and the terms you agree to:

1. You will pay an annual fee of $499.00, in advance. This fee is non-refundable, except in the event that VALIDATE elects to terminate your membership "without cause", as described further herein. In the event of such termination without cause, you will be entitled to a refund of the unused portion of your annual fee, with the refund to be made to you within 60 days of the date of your notice of termination by VALIDATE. Refunds will be determined on a pro rata basis for each month or portion of any month that you have maintained your membership. If your membership is terminated "for cause", as determined in the sole discretion of VALIDATE, no refund will be due to you. You will be sent an e-mail notification 30 days before your subscription ends notifying you that your subscription is about to end. Your subscription will be renewed automatically unless you send VALIDATE an e-mail stating you do not wish to renew your membership.
2. Your membership is specifically subject to your agreement to all of the terms and conditions of this Agreement. By submitting payment for your annual membership, you thereby indicate your acceptance and agreement to the terms of this Agreement. The terms of this Agreement shall carry over with each renewal of your subscription, without any further specific notice or agreement. If VALIDATE finds it necessary to change or modify any of the terms of this Agreement, it will notify you by internet message, in which event such changes or modifications automatically become part of this Agreement. Your annual membership fee cannot change during the year of your membership, but it can change with the renewal term of your subscription, upon notice to you from VALIDATE.
3. When you have satisfactorily qualified for your subscription membership, you will have access to the VALIDATE website. Your user name and password are required to be protected and kept confidential for your business only. You cannot allow the use of your password or username by anyone other than members of your company and for the business of your company only. Failure to keep your password and/or username confidential is a basis for termination of your subscription "for cause".
4. Access to the VALIDATE website, and the proper use of your password, will permit you to (a) enter a report into the VALIDATE web site pertaining to a client or customer of yours who has failed to make proper payment for goods and services you have provided in accordance with your contract with the client or customer, (b) access the VALIDATE database showing the postings of other subscribers regarding their clients and customers who are the subject of reports regarding the failure to make proper payments, and (c) access letters and forms that you are authorized to use to report to your clients and customers that due to their non-payment, their name and other relevant credit information will be provided to VALIDATE for posting to its subscribers' web site, and/or other credit bureaus.
5. Any report that you make to VALIDATE must be based upon a valid and binding agreement between you and your client or customer; the obligation that you report as delinquent or in default must not be subject to a bona fide dispute or claim against you; you must have given your client or customer not less than 14 days notice of your intention to submit their account for inclusion in the VALIDATE subscriber database, on a form letter provided by VALIDATE as part of your subscription.
6. The report you make to VALIDATE will be accessible by the client or customer who is the subject of the report. The client or customer will have the opportunity to provide a rebuttal to VALIDATE, which rebuttal will be provided to you. Absent conditions which will require otherwise and as provided by law, such rebuttal will not ordinarily result in the removal of the customer or client's report from the VALIDATE database, although in unusual and extraordinary circumstances VALIDATE reserves the right to remove such report. You may access the member database to determine if and when a client or customer for whom you have submitted a report has made a rebuttal. VALIDATE reserves the right to inquire of you for further information that may be necessary in light of a dispute made by your customer or client in response to your posting their name and account. Federal law requires that we inquire into such disputes in a timely manner. Failure to cooperate with such follow-up inquiries to you will constitute "cause" for terminating your membership.
7. If after you submit a client or customer's account for inclusion in the VALIDATE database you enter into an agreement with that party to resolve and settle your claim, you agree to update your VALIDATE account within 14 days of such settlement, so that the client or customer's report will be accurate. If you reach a settlement with a client or customer and do not report that to VALIDATE, the client or customer may report the settlement to VALIDATE, in which case VALIDATE will notify you of that report and absent your objection within 14 days of such report being sent to you by VALIDATE, the client or customer's account will updated to reflect the new status.
8. All client or customer reports submitted to VALIDATE for inclusion in the subscribers' database will be scheduled for deletion seven years after its original submission to VALIDATE, with deletion to then occur within one month of the scheduled deletion date.
9. Termination of your subscription to VALIDATE may be made in the sole discretion of VALIDATE, for cause, for the following non-exclusive reasons: (a) failure to follow and adhere to the terms and conditions of this agreement; (b) non-payment of any renewal fee in a timely manner; (c) any perceived misuse or misrepresentation of VALIDATE or its documents of any kind; (d) Failure to follow the reporting and notification procedures as outlined by VALIDATE; (e) Failure to follow the debt search guide lines as stated by VALIDATE.
10. You agree that the purpose for which you will use any information obtained from the VALIDATE subscriber database will be within the permitted criteria established from time to time by the Federal Trade Commission ("FTC"), and any other agency that establishes such criteria. For your reference, a schedule of the FTC restrictions, requirements and criteria are set out below (the Fair Credit Reporting Act). Knowledge of and adherence to the FTC and Fair Credit Reporting Act criteria and any other restrictions, requirements and criteria of any legal authority is your responsibility, and the providing of the schedule below is for your convenience only.
11. Your membership with VALIDATE is for the benefit of your company only. You may not sell, transfer or in any way provide any information obtained from the members' database to any other party.
12. The law requires that if a customer or client who has been listed by you in the subscriber database makes a request of VALIDATE regarding the report, VALIDATE will, upon request of the customer or client, provide the source of the report, the identity of any party or person that has obtained a copy of such report during the year prior to such request. This means, as well, that if you access the subscriber's database to view a report submitted by another subscriber, VALIDATE will include that information if requested by the customer or client.
13. If VALIDATE receives a request from a reported customer or client to "investigate" the report made against such customer or client, the law requires that VALIDATE will make a reasonable investigation to determine whether the disputed information is accurate, within 30 days of the request by the consumer. Such investigation may include contacting the submitting subscriber to obtain verification of information contained in the subscriber's report. If VALIDATE is not satisfied that the subscriber has sufficient information or basis upon which to maintain such report, VALIDATE reserves the right, as required by law, to amend, modify or withdraw the subject report.
14. You agree, however, that VALIDATE's role is generally only to maintain a database of reports made by its members. As a member, you understand and acknowledge that absent a request by a consumer, VALIDATE does not make, or offer any independent investigation of any report submitted. When you access the member database and rely upon its contents, you do so at your own risk. No representation or warranty of any kind is made by VALIDATE as to the truth or accuracy of its member's reports, and you agree to indemnify and hold VALIDATE harmless from any use or posting of any report.
15. The law requires that if you take any adverse action relative to a consumer, as a result of any report posted in the member database, you are required to give oral, written or electronic notice of the adverse action to the consumer involved. This notice is your responsibility, not VALIDATE's. Such notice should include a toll free telephone number for VALIDATE, should the consumer wish to contact VALIDATE to inquire about the report upon which the subscriber relied in making a negative credit decision, stating also that the subscriber made the credit decision, not VALIDATE. Your notice to the consumer must also include the statement that the consumer is entitled to receive a copy of the report made to VALIDATE upon which the subscriber relied, by contacting VALIDATE, which report will be provided to the consumer by VALIDATE free of charge.
16. VALIDATE's database relies upon the accuracy of information voluntarily supplied by its members. VALIDATE does not provide any independent investigation of the facts or statements as initially supplied by subscribers. Consequently, by your membership you agree that VALIDATE has no liability to you for any reason or matter whatsoever relating to any information found or provided on our site which proves to be inaccurate or incomplete in any way.
17. In the event that VALIDATE should for any reason terminate its services before your annual renewal date in any given year, VALIDATE's obligation to you will be limited to the lesser of the balance of your annual term or two month's membership fee.
18. Validate Guarantee: Validate will guarantee that you will cover by way of collecting on debt owed to you, the value of your membership fee within twelve calendar months to the date your membership fee was processed. As a member, your obligations to satisfy the parameters for this guarantee and to Validate are as follows: 1.You must have reported a minimum of ten consumers within your membership period. 2. You must have reported to the Validate database a minimum of $4990.00 in outstanding debt. 3. Said debt cannot be under dispute with Validate or any other agency. 4. Any portion of debt collected through Validate will be subtracted from the refund owed to you. 5. The guarantee is for the first year of membership only and is not transferable. 6. If you have not met your obligations as a member you will have no claim to any warranty expressed or implied. Funds will be returned no later than sixty days from the date of membership expiration.

FAIR CREDIT REPORTING ACT
Obligations of Persons Furnishing Information to a
Credit Reporting Agency

NOTICE TO FURNISHERS OF INFORMATION:
OBLIGATIONS OF FURNISHERS UNDER THE FCRA

The federal Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681y, imposes responsibilities on all persons who furnish information to consumer reporting agencies (CRAs). These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. 1681s-2. State law may impose additional requirements on furnishers. All furnishers of information to CRAs should become familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of the FCRA is set forth in full at the Website of the Federal Trade Commission (FTC): www.ftc.gov/credit. A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this document.

Section 623 imposes the following duties upon furnishers:

Accuracy Guidelines
The banking and credit union regulators and the FTC will promulgate guidelines and regulations dealing with the accuracy of information provided to CRAs by furnishers. The regulations and guidelines issued by the FTC will be available at www.ftc.gov/credit when they are issued. Section 623(e).

General Prohibition on Reporting Inaccurate Information
The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to believe is inaccurate. However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an address to which consumers may write to notify the furnisher that certain information is inaccurate. Sections 623(a)(1)(A) and (a)(1)(C).

Duty to Correct and Update Information
If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and accurate information to the CRA. In addition, the furnisher must notify all CRAs that received the information of any corrections, and must thereafter report only the complete and accurate information. Section 623(a)(2).

Duties After Notice of Dispute from Consumer
If a consumer notifies a furnisher, at an address specified for the furnisher for such notices, that specific information is inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs. Section 623(a)(1)(B).

If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Section 623(a)(3).

The federal banking and credit union regulators and the FTC will issue regulations that will identify when an information furnisher must investigate a dispute made directly to the furnisher by a consumer. Once these regulations are issued, furnishers must comply with them and complete an investigation within 30 days (or 45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes from a "credit repair organization." The FTC regulations will be available at www.ftc.gov/credit. Section 623(a)(8).

Duties After Notice of Dispute from Consumer Reporting Agency
If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher, the furnisher has a duty to follow certain procedures. The furnisher must:

• Conduct an investigation and review all relevant information provided by the CRA, including information given to the CRA by the consumer. Sections 623(b)(1)(A) and (b)(1)(B).
• Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that compile and maintain files on a nationwide basis. Section 623(b)(1)(C) and (b)(l)(D).
• Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer later provides relevant additional information to the CRA). Section 623(b)(2).
• Promptly modify or delete the information, or block its reporting. Section 623(b)(1)(E).

Duty to Report Voluntary Closing of Credit Accounts
If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnishes information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the account was closed. Section 623(a)(4).

Duty to Report Dates of Delinquencies
If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to keep the information in the consumer's file. Section 623(a)(5).

Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the same delinquency date previously reported by the creditor. If the creditor did not report this date, they may comply with the FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account was placed for collection, charged to profit or loss, or subjected to any similar action. Section 623(a)(5).

Duties of Financial Institutions When Reporting Negative Information
Financial institutions that furnish information to "nationwide" consumer reporting agencies, as defined in Section 603(p), must notify consumers in writing if they may furnish or have furnished negative information to a CRA. Section 623(a)(7). The Federal Reserve Board has prescribed model disclosures, 12 CFR Part 222, App. B.

Duties When Furnishing Medical Information
A furnisher whose primary business is providing medical services, products, or devices (and such furnisher's agents or assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this fact. U This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical information.

Duties When ID Theft Occurs
All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is the result of identity theft, and to prevent refurnishing the information in the future. A furnisher may not furnish information that a consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer that the information is correct. Section 623(a)(6). If a furnisher learns that it has furnished inaccurate information due to identity theft, it must notify each consumer reporting agency of the correct information and must thereafter report only complete and accurate information. Section 623(a)(2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited circumstances. Section 615(f).

The FTC's Web site, www.ftc.gov/credit, has more information about the FCRA, including publications for businesses and the full text of the FCRA.

Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.: