SUBSCRIBER AGREEMENT

This Subscriber Agreement (hereinafter, “Agreement” or “Subscriber Agreement”) is between VALIDATE, LLC, dba ValidateNow (“VALIDATE”), a Virginia limited liability company and [name of Subscriber], having a place of business at [Business location of Subscriber] (hereinafter sometimes referred to as “you” or “your” or other similar pronoun or designation).

Welcome to VALIDATE. VALIDATE is not a collection agency. We do not assist you in the collection of your accounts receivable. We do not provide legal advice. Rather, VALIDATE provides you with a unique opportunity to avoid entering into contracts or agreements with customers, clients or parties (hereinafter, “Customer”) who may have demonstrated a past history of non-payment on other or similar contracts. Subscribing to our website will permit you to view our database to find out if your potential Customer may be a payment risk. In addition, 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 timely 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 provides are in the nature of a credit reporting agency. Consequently, it is VALIDATE’s intention to adhere to all applicable State and Federal laws and regulations in this area. As a subscriber, you are required to meet those standards as well. VALIDVALIDATE relies upon your good faith and accuracy whenever you report a Customer to our website for non-payment and inclusion in our database.

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 by entering into this Agreement, confirm 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.

You agree to the following terms as to how your VALIDATE subscription will operate:

1. You will pay an annual fee of $420, in advance. If payment is made and this Agreement is entered into on a date other than the first day of a month, the annual fee and membership will apply from the date this Agreement is consummated (paid for) until the succeeding date one year hence. 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 the notice of termination by VALIDATE. Refunds for termination without cause will be determined on a pro rata basis for each remaining full month of 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 and that payment is due for the succeeding year. Provided payment of a succeeding year’s subscription is made, your subscription will be renewed automatically on the anniversary of this Agreement, unless you send VALIDATE an e-mail stating you do not wish to renew your membership. Continued membership is also dependent upon timely payment of your annual membership fee. There will be no refunds of your annual fee, except as otherwise provided herein.
2. Your membership and subscription are 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 for each subscription year. The terms of this Agreement, as may be amended from time to time, 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 material terms of this Agreement, it will notify you by electronic means, in which event such changes or modifications automatically become part of this Agreement. Your annual subscription fee will not change during the year of your subscription membership, but it can change with any renewal term upon notice to you from VALIDATE. Failure to renew your membership subscription will result in the termination by you of any of the services or resources provided by VALIDATE.
3. When you have satisfactorily qualified for your subscription, you will have access to the VALIDATE website and other resources provided by VALIDATE. You will be issued a secret password, which you are required to protect and keep confidential to your business only. You cannot allow the use of your password by anyone other than members of your company and for the business of your company only. If your business or company has multiple locations, this Agreement only pertains to the locations specifically identified by you at the time you enter into this Agreement and as identified above. You will be required to pay a separate annual fee for each additional location for which you intend to use the benefits of this Agreement. Use of the benefits, rights and privileges provided by this Agreement for a location for which a separate annual fee has not been paid will be cause for terminating this Agreement. Designation of multiple locations in this Agreement will require payment of the annual fee for each location. Failure to keep your password 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 onto the VALIDATE web site pertaining to a Customer of yours who has failed to make proper payment for goods and services that you have provided in accordance with your contract with the 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 form letters and other forms that you are authorized to use to report to your 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.
5. Any report that you make to VALIDATE must be based upon a valid and binding agreement between you and your 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 Customer notice that if payment is not made within 14 days of the date the notice is postmarked to the Customer, the Customer’s account will be included in the VALIDATE subscriber database. Such notice to your Customer must be given on a form letter provided to you by VALIDATE as part of your subscription. If your Customer makes arrangements with you with respect to satisfying their account within the 14 day notice period, you will immediately update VALIDATE as to that fact, in which case if such update is timely received by VALIDATE, the Customer’s account will not be included in the VALIDATE database. If your update to VALIDATE indicating that the Customer has paid its account or that you have made an agreement with that Customer is not received by VALIDATE until after the 14 day notice period, the Customer’s account will be removed from the database.
6. The report of a delinquent account that you make to VALIDATE will be accessible by the Customer who is the subject of the report. The Customer will have the opportunity to provide a rebuttal to VALIDATE, which rebuttal will be provided to you by VALIDATE. Absent conditions which will require otherwise and as may be provided by law, such rebuttal will not ordinarily result in the removal of the Customer’s report from the VALIDATE database, although in unusual and extraordinary circumstances VALIDATE reserves the right to remove such report. You may access the VALIDATE subscriber database to determine if and when a 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 in response to your submitting their name and account to be included in the database. VALIDATE will 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 and subscription.
7. If after you submit a Customer’s account for inclusion in the VALIDATE subscriber database and after the expiration of the 14 day notice period described in paragraph 5, above, you enter into an agreement with that Customer to resolve and settle your claim, you agree to notify VALIDATE within 14 days after such settlement, so that the Customer’s report will be noted as “satisfied” within the VALIDATE database. If you reach a settlement with a Customer and do not report that to VALIDATE, the 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 Customer’s account will be noted as satisfied in the VALIDATE database.
8. Upon submission by you to VALIDATE of a Customer’s delinquent account, VALIDATE reserves the right at its option to send a notice to the Customer that it has been included in the VALIDATE database.
9. All 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 after the scheduled deletion date.
10. Termination of your subscription to VALIDATE for cause may be made in the sole discretion of VALIDATE, 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 procedures as outlined by VALIDATE; (e) Failure to follow the debt search guidelines as stated by VALIDATE; (f) Your failure to follow and adhere to any of the requirements of the Fair Debt Reporting Act, and any similar or related laws. There will be no refund if your termination is determined by VALIDATE to be for cause.
11. 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 in the Fair Credit Reporting Act which you can access via the internet. 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 not that of VALIDATE. If you have any questions regarding these requirements it is your obligation to seek such legal advice from your own attorney or legal advisor as may be necessary.
12. Your subscription to VALIDATE is for the benefit of your company only. You may not sell, transfer or in any way provide any information obtained from the subscribers’ database to any other party.
13. If a Customer who has been listed by you in the subscriber database makes a request of VALIDATE regarding the report you made, VALIDATE will, upon request of the Customer provide the source of the report and the identity of any party or person that has obtained a copy of such report during the year prior to such request. This means 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.
14. If VALIDATE receives a request from a Customer whose account has been included in the VALIDATE database to investigate the report made against such Customer, VALIDATE will make a reasonable investigation to determine whether the disputed information is accurate, within 30 days of the request by the Customer. Such investigation may include contacting the submitting subscriber to obtain verification of information contained in the subscriber’s report and verification of information provided by the Customer. If VALIDATE is not satisfied that the subscriber has sufficient information or basis upon which to make such report, VALIDATE reserves the right, as may be required by law or otherwise, to amend, modify or withdraw the inclusion of the Customer and/or its account in the subscriber database.
15. You understand and agree that VALIDATE’s role is generally only to include reports made by subscribers in the VALIDATE database. As a subscriber, you understand, acknowledge and agree that absent a request by a Customer, VALIDATE does not make or offer any independent investigation of any report submitted by you or any other subscriber. When you access the subscriber 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 subscribers’ reports, and you agree to indemnify and hold VALIDATE harmless from any use or posting of any report given by you or relied upon by you.
16. The law requires that if you take any adverse action relative to a Customer, as a result of any report posted in the subscriber database, you are required to give oral, written or electronic notice of the adverse action to the Customer 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 Customer must also include the statement that the Customer 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 Customer by VALIDATE free of charge.
17. VALIDATE’s database relies upon the accuracy of information voluntarily supplied by its subscribers. VALIDATE does not provide any independent investigation of the facts or statements as initially supplied by subscribers. Consequently, by your membership and this Subscriber Agreement, 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.
18. In the event that VALIDATE should terminate its services to you without cause 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 pro rated for two month’s membership fee.
19. By this Agreement the services and products provided by VALIDATE do not constitute legal advice or services.
20. This Agreement will become binding upon you and for your benefit upon your payment of the annual fee.
21. This Agreement and all the rights of VALIDATE contained herein may be assigned by VALIDATE with notice to or consent of the Subscriber.
22. In any controversy or question between you and VALIDATE regarding this Subscriber Agreement and the services provided by VALIDATE, such controversy or question shall be determined pursuant to the laws of the Commonwealth of Virginia. Venue for any action taken with respect to such controversy or question shall be within the State and/or Federal Courts within the Commonwealth of Virginia.