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Subscriber Terms and Conditions

Effective Date: May 1, 2020 (v.20.1)

  1. SERVICES. Subject to the express provisions hereof, at all times during the Term (as defined in the Agreement) Central Credit shall be the sole and exclusive provider to Customer and each Premises of access to (i) gaming patron database services regarding a patron’s creditworthiness; and (ii) consumer credit reports or similar information, subject to certain prohibitions, provided by Equifax, Trans Union or Experian (each, a “Provider”) regarding Customer’s patrons or potential patrons, all in accordance with operating procedures prescribed by Central Credit from time to time (the “Services”). A brief description of the basic Services is set forth in Section 22 hereof; any Services not listed on such Section 22 are considered “Auxiliary Services”. Certain of the Services, to the extent offered by Central Credit, which may be made available in connection with Customer requests for Experian credit reports, are subject to the additional terms and conditions set forth in Section 23 hereof, if applicable. Central Credit makes no representation or warranty as to the availability of any Services, which are subject to vary based on Customer’s Premises. Capitalized terms used herein without definition shall have the meaning provided in the Agreement.
  2. FEES.
    1. In consideration of the provision of the Services, with respect to each Premises, Customer shall pay Central Credit the fees and expenses set forth on Appendix A – Schedule 1. Notwithstanding the preceding sentence, Customer may qualify to receive the discounted pricing set forth on Appendix A – Schedule 2, as applicable, if Customer currently or in the future executes one or more agreement(s) with Everi or any of its affiliates committing Customer to procure all of the following services, provided such services are available, on an exclusive basis for all of the Premises from Everi and its affiliates (as such services are customarily provided and defined by Everi): (i) automated teller machine services; (ii) cash access services; and (iii) check warranty processing services.
    2. If Customer qualifies for the pricing on Appendix A – Schedule 2, if attached, then, with respect to each Premises, Customer shall pay Central Credit the fees set forth on Appendix A – Schedule 2, and with respect to the monthly base rate option selected by Customer, effective on the first day of the subsequent calendar month following the date upon which all of the conditions in the preceding sentence have been met. In the event that Appendix A – Schedule 2 applies, and Customer has failed to select a monthly Base Rate option, then Central Credit reserves the right to select a monthly Base Rate option on behalf of Customer which Central Credit reasonably believes suits the needs of Customer.
    3. If at any time any of the qualifying conditions are no longer met, then, with respect to each Premises, Customer shall pay Central Credit, the fees set forth on Appendix A – Schedule 1 on the first day of the subsequent calendar month following the date upon which any of the qualifying conditions are no longer met.
    4. All fees set forth on Appendix A – Schedule 1 or Appendix A – Schedule 2, as applicable, shall be increased on each anniversary of the Commencement Date by five percent (5%) of the then in effect amount, except as otherwise provided under the provisions of Section 5 hereof.
    5. Customer acknowledges and agrees that Central Credit has no control over the rates, fees, or costs imposed by any Provider, governmental authority, telecommunication provider or other third party vendor required for the provision of the Services and increases in such costs may affect the amounts otherwise payable by Customer under the Agreement to the extent necessary for Central Credit to pass through any such increased or new rates, fees or costs. Any such adjustments to any rates, fees or costs made pursuant to the preceding sentence shall be made without markup. Central Credit shall provide not less than thirty (30) days’ notice to Customer of any such change, and at Customer’s election, Customer shall have the right to submit a written request for documentation supporting such increase, and Central Credit shall provide Customer with non-confidential information and/or non-confidential third-party documentation evidencing such increased or new rates, fees or costs together with any non-confidential computations to reasonably support any such changes passed through by Central Credit. In the event any amounts payable by Customer to Central Credit are not paid when due, including any amounts payable as a result of Customer’s indemnification obligations, Customer expressly agrees that all of such amounts may be deducted from any amounts due to Customer from any of Central Credit, Everi or any affiliate thereof, under any other agreement between Customer and any of Central Credit, Everi or any affiliate thereof. Customer further agrees that Everi and its affiliates are intended third-party beneficiaries of this provision. In the event such liabilities are not deducted, at all times during the Term and at all times thereafter, Central Credit may invoice Customer for the full amount thereof. All fees will be billed and paid in U.S. dollars and all checks submitted in payment will be drawn on a U.S. bank account.
    6. Customer may dispute a fee, commission, or other charge set forth in any invoice, statement or other written document provided by Central Credit, by providing written notice of such dispute to Central Credit (a “Notice of Dispute”). The Notice of Dispute shall include a detailed description of the exact items and amounts disputed and the nature of the dispute. Any such Notice of Dispute must be received by Central Credit no later than 180 days after the date of the applicable invoice, statement or other written document provided by Central Credit. Except with respect to any invoice, statement or other written document that is subject to a Notice of Dispute, all invoices, statements or other written documents shall not be subject to further dispute or other adjustment by Customer after expiration of such 180 day period. The parties shall negotiate in good faith any items or matters set forth in a Notice of Dispute, and any such items or matters that are not settled pursuant to this Section 2, shall be settled pursuant to the Central Credit General Terms and Conditions.
  3. PERMISSIBLE USE. Customer and Central Credit acknowledge and agree that all obligations undertaken by Central Credit hereunder have, and at all times shall be deemed to have, been undertaken and completed in Clark County, Nevada and therefore, Customer acknowledges that use of the information provided by Central Credit pursuant to the terms of this Agreement is limited by and subject to the provisions of federal and state credit reporting laws of the United States, including, without limitation, the Fair Credit Reporting Act, 15 U.S.C. 1681 et seq (the “FCRA”). Customer acknowledges that it has received from Central Credit a copy of the FCRA, and has reviewed it and certain required notices relating to the FCRA. Customer agrees not to request or use any information obtained under this Agreement for any purpose other than as permitted by applicable state and federal law, including, without limitation, the FCRA and the Gramm-Leach-Bliley Act (“GLB”). Without limiting the generality of the foregoing, Customer agrees not to request or use any information (including information of a Provider) obtained under this Agreement for any purpose other than (a) in connection with a credit transaction involving the consumer on whom the information is to be furnished and involving the extension of credit to, or review or collection of an account of, such consumer, or (b) Customer’s legitimate business need for the information in connection with a business transaction that is initiated by the consumer, or to review an account to determine whether such consumer continues to meet the terms of the account. Customer covenants and agrees that it shall not, nor shall it permit any Premises to, resell the Services or disclose any information obtained hereunder, including, without limitation, consumer credit reports, to any third party, unless clearly required by law, and Customer shall not use any information (including information of a Provider) obtained under the Agreement for employment purposes. Customer also agrees not to sell or resell any information (including information of a Provider) obtained under the Agreement. By requesting or obtaining any information from Central Credit under the Agreement, Customer shall be deemed to automatically reaffirm the covenants set forth herein. To the extent that Central Credit is required by any Provider or other external credit bureau to undertake an independent third-party audit or on-site inspection of any Premises for compliance with any applicable laws, including but not limited to the FCRA and GLB (“Inspection”), Customer shall be liable to Central Credit for the costs of such Inspection as set forth on Appendix A and such amount shall be paid in accordance with the provisions of Sections 2 and 17 hereof.
  4. INDIVIDUAL INFORMATION. Customer shall ensure that all information provided to Central Credit is (a) accurate, complete and reliable at the time Customer furnishes the same, (b) promptly updated, as and when circumstances change which render previously supplied information inaccurate, to the extent such information is derogatory or adverse to any actual or potential patron of Customer, and (c) documented in written records retained by Customer, to the extent the information provided is derogatory or adverse to any actual or potential patron of Customer. Central Credit shall not supply individually-identifying information regarding Customer’s patrons to other Central Credit subscribers except to the extent that Central Credit provides such information in response to requests relating to specific individual consumers. Central Credit will not supply any lists of Customer’s patrons to any third party, except to the extent that such patrons appear on other subscribers’ lists as requested by such other subscribers or except as may be required by applicable law.
  5. UTILITIES; REAL TIME INTERFACE. Customer shall supply, install and maintain, at its sole cost and expense, all utilities, equipment and supplies required for the provision of the Services, which shall include adequate telecommunication and data lines. Customer shall additionally reimburse Central Credit for all monthly expenses associated with all telecommunications or networking facilities Central Credit is required to install to communicate with Customer, such expenses being subject to pass-through increase. In the event that Customer elects to utilize the Real-Time Interface (as defined below), Customer shall use its commercially reasonable best efforts to implement, at its sole cost and expense, such computer software and telecommunications facilities as are required to enable its information systems to interface electronically with Central Credit’s information systems to automatically and electronically furnish to Central Credit in real-time all material information regarding credit transactions between Customer and its patrons, including information regarding the extension of credit and collection of accounts (the “Real-Time Interface”). In the event that the Real-Time Interface is inoperable at any time, Customer agrees to promptly furnish such information to Central Credit via a web-based graphical user interface specified by Central Credit. Notwithstanding other fee increases provided under the Agreement, in the event that Customer does not utilize Real-Time Interface within six months from the Commencement Date, Service Fees (as defined herein) will be increased by five percent (5%) as of six months after the Commencement Date. Service Fees will be increased by an additional two percent (2%) on the one year anniversary of the Commencement Date and by two percent (2%) annually thereafter, on each anniversary of the Commencement Date.
  6. SOFTWARE; HARDWARE. Central Credit shall provide Customer with a revocable, non-exclusive, non-transferable limited license to certain software (the “Software”) required for the provision of the Services (the “Workstation License”). At no time shall Customer copy, duplicate, modify, reverse compile or reverse assemble all or any portion of the Software or rent, lease, distribute, sell or create derivative works of the Software. Customer and each Premises shall use the Software solely for the purposes intended hereunder and for no other purposes. Upon the expiration or earlier termination of the Agreement, the Workstation License shall automatically terminate and all Software shall be immediately returned, at Customer’s sole cost and expense, to Central Credit. Except as otherwise expressly agreed to in writing by Central Credit and Customer, all hardware, software (other than the Software), equipment and supplies necessary for the provision of the Services shall be supplied, installed and maintained by Customer at Customer’s sole cost and expense. In the event a Central Credit representative is required to attend a Premises to provide any technical support, including installation, repair or retrieval of the Software upon termination of the Agreement, Customer shall reimburse Central Credit for reasonable travel, lodging and food expenses or, at Customer’s option, Customer may provide complimentary lodging and food credit. Any hardware, software (including the Software), equipment and supplies provided by Central Credit shall remain the sole property of, and title shall at all times vest in, Central Credit, and Customer shall not permit any encumbrance to exist thereon nor shall Customer permit any other use of such hardware, software (including the Software), equipment or supplies other than in accordance with the terms hereof or upon the prior written consent of Central Credit. Except as required by applicable law, Customer’s consent shall not be required for Central Credit to have such property rights recorded. Upon the expiration or earlier termination of the Agreement, Customer shall fully cooperate, without delay, with Central Credit’s retrieval of all hardware, software (including the Software), equipment and supplies provided by Central Credit. Notwithstanding the foregoing, in the event any card association or governmental authority requires Central Credit to replace or upgrade any software, hardware or other equipment or supplies necessary to provide the Services, Central Credit reserves the right to pass through to Customer Central Credit’s cost therefor, such cost to be amortized at Central Credit’s actual cost on a straight-line basis over five (5) years and calculated on a pro rata basis over the remaining balance of the Term. Central Credit and its agents, representatives, employees and contractors shall have the right to enter any Premises, without notice, during normal business hours to exercise its rights and perform its obligations hereunder.
  7. TRAINING. Customer may request training related services from Central Credit, which Central Credit agrees to provide for an additional fee. Customer understands and agrees that Central Credit’s current rate for such training services, as of the Commencement Date, is as set forth on Appendix A, but such rate is subject to change on an annual basis.
  8. INDEMNIFICATION BY CENTRAL CREDIT. Central Credit agrees that in the event that Customer is a defendant in any tort action brought by any third party by reason of Customer’s lawful use of information obtained from Central Credit hereunder, Central Credit will reasonably assist Customer and cooperate with Customer’s counsel in the defense of such claim to the extent of providing Customer with information that Central Credit possesses which is pertinent to the subject action, subject to applicable laws and Central Credit’s right to withhold information the disclosure of which would, in Central Credit’s opinion, expose Central Credit to criminal or civil liability. Central Credit shall only indemnify and save harmless Customer from and against any losses, liabilities, damages, fines, judgments, costs, expenses (including interest, penalties and attorneys’ fees), claims, suits, demands or causes of action brought against Customer that are the result of, based upon, arising out of or otherwise in respect of: (a) any material breach by Central Credit of its representations, warranties and covenants contained herein; (b) Central Credit’s gross negligence, including grossly negligent performance of, or grossly negligent failure to perform, its obligations hereunder; or (c) Central Credit’s fraud, intentional misconduct or willful omission to perform properly its obligations hereunder. The provisions of this Section shall survive any expiration or earlier termination of the Agreement.
  9. INDEMNIFICATION BY CUSTOMER. Customer shall indemnify and save harmless Central Credit, Everi and any Provider, and any of their affiliates, from and against any losses, liabilities, damages, fines, judgments, costs, expenses (including interest, penalties and attorneys’ fees), claims, suits, demands or causes of action brought against Central Credit, Everi or any Provider, or any of their affiliates, which are the result of, based upon, arising out of or otherwise in respect of: (a) any material breach by Customer of its representations, warranties and covenants contained herein; (b) Customer’s gross negligence, including grossly negligent performance of, or grossly negligent failure to perform, its obligations hereunder; (c) Customer’s fraud, intentional misconduct or willful omission to perform properly its obligations hereunder; (d) subject to the indemnification obligations of Central Credit set forth in the Agreement, the accuracy, inaccuracy, completeness or incompleteness of any information provided by Central Credit to Customer hereunder; and (e) subject to the indemnification obligations of Central Credit set forth in the Agreement, the use or disclosure by Customer of any information provided by Central Credit to Customer hereunder. The provisions of this Section shall survive any expiration or earlier termination of the Agreement.
  10. WARRANTY. Customer recognizes and acknowledges that the information supplied by Central Credit hereunder is obtained by and through fallible human sources and Central Credit cannot be and is not an insurer of the accuracy of such information. For that reason, Customer agrees and understands that the accuracy or completeness of any information furnished pursuant to the terms hereof is neither represented, warranted nor guaranteed by Central Credit, and Customer hereby releases Central Credit, Everi, any Provider and each of their affiliates, officers, agents, employees and independent contractors from any claims, actions, damages and liabilities arising out of any inaccuracy or incompleteness of any information provided hereunder; provided that, nothing herein shall relieve Central Credit from liability attributable to its gross negligence in the gathering and furnishing of any such information. EXCEPT AS EXPRESSLY SET FORTH HEREIN, CENTRAL CREDIT HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INFORMATION OR EQUIPMENT PROVIDED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, INCLUDING THE ABILITY TO COMPLETE ANY “RUSH” REQUEST. Central Credit, Everi, and any Provider shall not be liable for any special, indirect, incidental, consequential or punitive damages of any kind (including lost profits or any damages resulting from loss of use of services or interruption of services) even if Central Credit, Everi, or Provider has been advised of the possibility of same. Central Credit’s aggregate liability under this Agreement shall not exceed the aggregate fees paid to Central Credit hereunder during the 12-month period prior to the date on which the act or omission giving rise to such liability occurred.
  11. CUSTOMER’S REPRESENTATIONS AND WARRANTIES. Customer represents, warrants and covenants that as of the Effective Date and at all times during the Term (a) it will comply with all applicable laws, including but not limited to the FCRA and GLB, (b) it will comply with all operating procedures prescribed by Central Credit and/or Providers from time to time, which may include, without limitation, operating procedures deemed appropriate by Central Credit to comply with the FCRA and GLB, or other privacy protection procedures deemed appropriate by Central Credit or any Provider, (c) it acknowledges and agrees to comply with the “Death Master File Notice” attached hereto as Section 24 and the “Acknowledgement and Agreement for Consumer Reports” in Section 25, (d) it does not operate or engage in any business that is restricted from receiving the Services by any Provider, (e) it has all right, power and authority to grant to Central Credit the rights granted herein and to perform all of Customer’s obligations hereunder, (f) the execution and delivery of the Agreement and the performance by Customer of its obligations hereunder do not conflict with and will not result in the breach by Customer of any of its obligations under any other contract, agreement or understanding with any third party, and (g) it owns or controls each of the Premises, has the authority to bind the Premises or party that owns the Premises and it will cause each Premises and each party that owns the Premises to comply with Customer’s obligations hereunder.
  12. RIGHT OF FIRST REFUSAL. Upon the expiration or earlier termination of the Agreement, Central Credit shall have a right of first refusal to provide information from Central Credit’s gaming patron credit bureau database, consumer credit reports or, to the extent permissible, similar information provided by any Provider, or equivalent services, at all Premises on financial terms and conditions no less favorable to Customer than the financial terms and conditions proposed to be provided to Customer by alternate providers. Central Credit may exercise such right of first refusal by notifying Customer of its intent to do so within thirty (30) calendar days of Customer delivering to Central Credit written notice of the financial terms and conditions offered to Customer by such alternate providers, which notice Customer shall provide to Central Credit in a timely manner. The provisions of this Section shall survive any expiration or earlier termination of the Agreement.
  13. NEW PROPERTIES. Subject to the express provisions hereof, at all times during the Term, each gaming establishment that, at any time after the Effective Date becomes subject to the control, management or operations of, in whole or in part (through acquisition, development or otherwise), Customer or any entity that is controlled by, owned by, or under common control or ownership of or with Customer (each, a “New Property”), shall automatically be added to the list of Premises under the Agreement at the time such establishment becomes a New Property; provided, however, that in the event any third party provides services at a New Property that are comparable or substantially similar to the Services, a New Property shall be automatically added to the list of Premises under the Agreement only at such time that Central Credit may provide the Services at such New Property without such New Property breaching its obligations under any agreement with such third party; provided further, however, at all times during the Term, Customer shall cause each such New Property to refrain from renewing or attempting to renew any such third party agreement. In the event that at the time at which a gaming establishment becomes a New Property it is a gaming establishment at which Central Credit provides the Services pursuant to an existing agreement with Central Credit, Central Credit shall select, in its sole discretion, whether such New Property’s then existing service agreement with Central Credit or the Agreement shall govern the provision of the Services at such New Property. Customer shall cause each New Property or party that owns the New Property to execute a new Appendix A at such time it is added to the list of Premises under the Agreement. For purposes of this Section, the acquisition of all or substantially all of the assets of a gaming establishment or any transaction or series of transactions pursuant to which Customer acquires a majority of the voting power or equity securities of a gaming establishment or a majority of the voting power or equity securities of any entity directly or indirectly controlling such gaming establishment shall be deemed to be an acquisition of such gaming establishment and such gaming establishment shall be deemed a New Property. Each gaming establishment that, at the time it becomes a New Property, provides services that are comparable or substantially similar to the Services, through the use of an in-house system that is operated solely by Customer and not by any third party, may continue to provide such services using such in-house system, provided that:(a) such in-house system continues to be operated solely by Customer and not by any third party; and (b) Customer does not expand the functionality of such in-house system beyond the scope of such system at the time such gaming establishment became a New Property. Such New Property shall automatically be added to the list of Premises under the Agreement at the time that either such in-house system ceases to be operated solely by Customer or Customer expands or attempts to expand the functionality of such in-house system beyond the scope of such system at the time such gaming establishment became a New Property.
  14. TERMINATION. Subject to all of the provisions of this Section, in the event of a breach of the Agreement by either party, the non- breaching party shall provide the breaching party with written notice of the nature of the breach and, unless otherwise provided for herein, the breaching party shall have thirty (30) days following receipt of such notice to cure said breach. If the breaching party does not cure such breach within such thirty (30) day period, then the non-breaching party may terminate the Agreement upon thirty (30) days written notice to the breaching party. Notwithstanding the foregoing or any other provision of the Agreement, Central Credit may immediately terminate the Agreement, without notice to or opportunity for cure by Customer, in the event of a breach of any of the provisions of Section 3 hereof or the Central Credit General Terms and Conditions or in the event that any applicable law or Provider prohibits, limits or restricts the further delivery of the Services, or any material portion thereof. The parties hereto acknowledge and agree that any changes to services and/or fees set forth on Appendix A – Schedule 1 or Appendix A – Schedule 2, as applicable, in accordance with the provisions of Section 29 hereof shall not constitute a breach of the Agreement by Central Credit and Customer shall have no right to terminate the Agreement in such event. Any right or obligation of either party hereunder existing or accrued prior to any termination of the Agreement shall not be affected or impaired in any way by such termination and, subject to all of the provisions of the Agreement, the non-breaching party shall have all remedies available to it at law or equity.
  15. OBLIGATIONS UPON TERMINATION. Upon the expiration or earlier termination of the Agreement, in addition to any other obligations expressly set forth herein as surviving the expiration or earlier termination of the Agreement, Central Credit shall continue to invoice Customer in accordance with the provisions hereof for all amounts hereunder, and Customer shall be and shall remain, without limitation, obligated to Central Credit until all of such amounts are fully and finally settled by Customer.
  16. RESERVE DEPOSIT. On the Effective Date, Customer shall deposit with Central Credit a reserve deposit in the amount set forth on Appendix A (the “Reserve Deposit”). In addition to any other remedies available to Central Credit, Customer grants Central Credit the right to debit the Reserve Deposit to satisfy any obligation or liability that Customer has to Central Credit or any other claim that Central Credit may have against Customer that has arisen in connection with the Services or the Agreement. If Central Credit debits the Reserve Deposit in accordance with this Section, then Customer shall pay to Central Credit the amount necessary to replenish the Reserve Deposit within thirty (30) days of the date in which the Reserve Deposit was debited. Central Credit, in its reasonable discretion, may adjust the amount of the Reserve Deposit on a semi-annual basis, and as set forth in Section 17, by providing written notice to Customer of such adjustment, and Customer shall pay to Central Credit any additional amounts set forth in such notice within thirty days of the date of such notice. Customer’s failure to maintain the Reserve Deposit in accordance with this Section shall constitute a breach of the Agreement. Central Credit shall maintain the Reserve Deposit after the effective termination or expiration of the Agreement until such time all outstanding amounts due for Services under the Agreement are settled at which time any funds remaining in the Reserve Deposit shall be returned to Customer. At all times during the Term and until release thereof to Customer in accordance with the terms hereof, Customer grants to Central Credit a security interest in the Reserve Deposit. Customer will not grant to any third party a security interest in the Reserve Deposit, nor will it create or attempt or agree to create or permit to arise any encumbrance on or in the Reserve Deposit. Customer agrees to execute any documents and to take any other actions as requested by Central Credit to perfect the security interest granted in favor of Central Credit in and to the Reserve Deposit.
  17. INVOICES. All amounts payable to Central Credit pursuant to the terms hereof shall be invoiced by Central Credit to Customer from time to time during the Term. Such invoices shall be due and payable within fifteen (15) calendar days from the date of issuance. In the event any invoice remains unpaid after such period, in addition to any other rights granted hereunder, Central Credit may thereafter invoice Customer for all reasonable costs of collection incurred with respect to the collection of such invoice. In addition, Central Credit, without waiving any other rights or remedies to which it may be entitled, shall have the right to suspend or terminate any Service until such payment is received and/or seek collection of all amounts due, including all attorneys’ fees and costs of collection. Customer accounts suspended or terminated for non-payment or late payment will be charged a reconnect fee at Central Credit’s then prevailing rates and Central Credit reserves the right to require Customer to deposit an amount equal to six (6) times the sum of the Base Rate and Security Fee (as set forth on Appendix A) as a Reserve Deposit prior to reconnection of Services.
  18. INTEREST. To the extent Customer fails to pay an amount required hereby to be paid to Central Credit when due, such amount shall bear interest from the due date until paid at of the rate of the lesser of eighteen percent (18%) per annum, being one and a half percent (1.5%) per month, or the maximum rate allowed by law.
  19. ASSIGNMENT. Customer’s consent shall not be required for Central Credit to assign the Agreement or any of its rights or obligations hereunder to an affiliate of Central Credit, provided that such assignee agrees in writing to be bound by the terms and conditions hereof. Customer may assign the Agreement without Central Credit’s prior written consent, but upon not less than thirty (30) days’ notice to Central Credit, provided that such assignee agrees in writing to be bound by the terms and conditions hereof; provided, however, within fifteen (15) days following Central Credit’s receipt of such notice, Central Credit may disapprove of such assignment upon written notice to Customer, following which any purported assignment shall be null and void. Notwithstanding the foregoing, the Agreement shall automatically be assigned, without requirement of further action, in the event of any transaction or series of transactions pursuant to which the holders of a majority of the voting or economic interests of Central Credit or Customer (or any entity directly or indirectly controlling Central Credit or Customer), as applicable, immediately prior to such transaction or series of transactions do not hold, immediately following such transaction or series of transactions, a majority of the voting or economic interests of Central Credit or Customer (or any entity directly or indirectly controlling Central Credit or Customer), as applicable, or in the event of a merger or consolidation of Central Credit or Customer (or any entity directly or indirectly controlling Central Credit or Customer), as applicable, with any other business entity, or in the event of a sale of all or substantially all of the assets of Central Credit or Customer, as applicable. Without limiting the foregoing, in the event that Customer’s assignee is a gaming establishment at which Central Credit provides the Services at the time such gaming establishment becomes Customer’s assignee, Central Credit shall select, in its sole discretion, whether such gaming establishment’s then existing agreement with Central Credit or the Agreement shall govern the provision of the Services to such assignee.
  20. SUCCESSORS AND ASSIGNS. Without limiting the provisions of the foregoing Section, the Agreement shall inure to the benefit of and be binding upon the parties hereto, and their successors and permitted assigns. Nothing in the Agreement is intended to confer on any person other than the parties hereto, and their respective successors and permitted assigns, any rights, remedies, obligations or liabilities under or by reason of the Agreement, including third party beneficiary rights, except as expressly set forth herein.
  21. SEVERABILITY. If any provision, in whole or in part, of the Agreement is held invalid or unenforceable for any reason, the invalidity shall not affect the validity of the remaining provisions of the Agreement, and the parties shall substitute for the invalid provision a valid provision which most closely approximates the intent and economic effect of the invalid provision.
  22. BASIC SERVICE DESCRIPTIONS.
    • Establish: Provide gaming patron credit information to establish, re-establish, establish by mail, or in reference to, a casino patron.
    • Inquiry (Assisted): Assisted access to a patron gaming record.
    • Inquiry (Unassisted): Unassisted access to a patron gaming record.
    • Update: Update patron gaming record with establish date and limit, high and last action, balance, and derogatory items from the requested casino(s).
    • Direct (Assisted): Call center assisted contact with another Central Credit casino subscriber (by phone or facsimile).
    • Direct (Unassisted): Unassisted transfer by phone to another Central Credit casino subscriber.
    • Check Cashing (Assisted): Call center assisted (by phone or facsimile) personal, payroll, company check or travelers cheque cashing activity (excludes Central Credit check services activity).
    • Check Cashing (Unassisted): Unassisted personal, payroll, company check or travelers cheque cashing activity (including Central Credit check services activity, subject to availability).
    • * Rush: Expedited Service request (in addition to the applicable Services Fee). Central Credit makes no representations or warranties regarding the timing of any Rush request.
  23. EXPERIAN ADDITIONAL SERVICES.
    1. Termination. Notwithstanding anything to the contrary elsewhere in the Agreement, the additional Experian services described in this Section 23 (“Additional Services”) made available to Customer by Central Credit, may be terminated by Central Credit (i) ten (10) days after written notice to Customer, in the event Central Credit’s Provider ceases to provide the Additional Services to Central Credit or to Central Credit for Customer, or (ii) ten (10) days after Central Credit’s written notice to Customer of default, unless Customer has remedied the default within such ten (10) day period.
    2. Use. Customer will request and use, the Additional Services solely for Customer’s exclusive use and in furtherance of Customer’s original purpose for obtaining the Additional Services, which shall be for one of the purposes set forth in this Section 23, and for no other purpose. Customer shall not use the Additional Services for model development or model calibration and shall not reverse engineer the Additional Services. Customer will hold the Additional Services in strict confidence and shall never sell, license, copy, reuse, disclose, reproduce, reveal or make accessible, in whole or in part, the Additional Services to any person except (i) to those employees of Customer with a need to know and in the course of their employment; (ii) to those third party processing agents of Customer who have executed an agreement that limits the use of the Additional Services by the third party only to the use permitted to Customer and contains the prohibitions set forth herein regarding model development, model calibration, and reverse engineering; or (iii) as required by applicable law.
    3. Insight Services. Central Credit shall supply the Income Insight W2SM model, (“Income Insight W2”), the Debt-to-Income Insight W2SM model (“Debt-to-Income Insight W2”), and/or the Asset Insight SM model (“Asset Insight”) (all as further described below, and each collectively referred to as the “Insight Services” to Customer, in accordance with all terms of the Agreement and additionally subject to the following:
      1. No Adverse Action Certification. Income Insight W2, and Asset Insight use consumer credit to estimate a consumer’s income and/or a consumer’s assets. Debt-to-Income Insight W2 estimates a consumer’s debt obligations as a percentage of such consumer’s estimated income. Customer acknowledges that Central Credit and Provider do not obtain or verify consumer income data or consumer asset data. Customer shall not use any of the Insight Services in whole or in part, as a basis for any adverse action involving the consumer. Customer acknowledges that it must determine if the Insight Service is appropriate to meet compliance with Customer’s legal or regulatory requirements, respectively.
      2. Customer acknowledges that: (i) the Debt-to-Income Insight W2 calculation is created based on estimated income from Income Insight W2 and the aggregated debt attribute(s) selected by Customer(s) which are derived solely from the consumer’s credit report and do not reflect any debts not reported to the Provider credit file; and (ii) Debt-to-Income Insight W2 is an “add-on” to Income Insight W2 and that Customer must purchase Income Insight W2 in order to purchase Debt-to-Income Insight W2.
    4. Permissible Purposes. Customer shall only use the Income Insight W2, Debt-to-Income Insight W2, and Asset Insight for the permissible purpose uses specified below, and for no other purpose:
      1. Loan Origination.
        Comparison to stated income as a validation step.
        Debt-to-income calculations within internal scorecards.
        No adverse action allowed, but may use for line assignment for approved credit card applicants (ex. cannot decline applications or provide lower than requested loan amount.)
      2. Account Review. Enhance risk management efforts in account and portfolio management through the analysis of modeled debt-to-income ratios. Model may be used to segment a portfolio, but may not be used to take adverse action (ex. cannot close accounts or change to more unfavorable terms).
      3. Prescreen. Improve account acquisition segmentation by targeting customers with the highest estimated incomes.
      4. Collections. Collections prioritization through identifying those accounts most likely to pay.
    5. VantageScore. Central Credit shall supply VantageScore credit scoring services (“VantageScore” or “VantageScore Services”) (as further described below) to Customer, in accordance with the terms of the Agreement and additionally subject to the following:
      1. Application. During the term of the Agreement, Customer may request that Central Credit provide Customer with VantageScore to the extent offered from time to time by Provider and permitted by the Agreement. To the extent applicable, Central Credit hereby grants Customer a nonexclusive, nontransferable, limited license for the term of the Agreement, to use VantageScore consistent with the terms and conditions of the Agreement and this Section 23.
      2. Compliance. Customer certifies and warrants that it will comply with all use restrictions as described above, and all federal, state and local statutes, regulations, and rules applicable to it with respect to its use of VantageScore.