ConsumerDirect & MyFreeScoreNow
2025 Contract Modernization
This summary is provided for discussion purposes only and is subject to the terms and conditions of a final, executed agreement.

Confidential
Agreement Structure & Precedence

No material change
Old contract with multiple addendums is now consolidated into a single agreement with two exhibits A & B. Formally terminates all previous agreements/addenda as of the new Effective Date, consolidating into one contract.
Before
Multiple documents with various addendums
After
Single consolidated agreement with two exhibits (A & B)
Term, Termination & Suspension
Service Term & Renewal
Material change: Term changed from 12-month to 36-month initial, then renews annually with 120-day notice.
Suspension Rights
No material change: The new contract now spells out detailed suspension rights (e.g., security threats, legal violations, vendor outages, or non-payment) with notice/resumption obligations, but no material change to how you operate day-to-day.
Effects of Termination / Post‑Term Access
Material change: Post-termination handling more detailed: ConsumerDirect may retain End Users if terminating for cause and no further revenue share.
Termination for Cause
No material change: Cause-based termination is more detailed and specific in new contract but conceptually unchanged.
Termination for Convenience
No material change: Termination rights remain at 120-days' written notice; new contract specifies termination must align to calendar month-end.
Financial Terms
Revenue Model & Cash Flow
No material change: The new contract formalizes the advance/reconciliation process by stating all end-user receipts flow through ConsumerDirect's billing and are advanced to you, with monthly reconciliation of revenue share and fees. This does not materially change how cash flow works in practice.
Sponsored Memberships
No material change: Both contracts provide for Sponsored Memberships where Partner pays a fee per sponsored user. The new contract clarifies that Sponsored Memberships carry no trial period and are billed for the full month regardless of partial use, but this does not materially alter how Sponsored Memberships have historically been handled.
Base Product Fees
No material change: Old contract set wholesale pricing for 1B/3B reports and other usage items, updated through addendums. New contract consolidates all usage fees into Exhibit A with current pricing, but there's no impact to how fees are calculated or applied.
Product Usage Fees (Wholesale)
No material change: The same wholesale fee schedule from the 2024 amendment is now incorporated directly into Exhibit A of the new contract, with monthly invoicing by ConsumerDirect. No changes to fee levels or how they are applied.
Revenue Share & Taxes
Product Revenue Share
No material change: Previously handled through program-specific addenda (e.g., MyLona) but not unified. The new contract simply moves this into Exhibit A as a single clause, without changing how revenue share works in practice.
Taxes
No material change: Previously handled implicitly in invoices; now explicitly states Partner is responsible for sales, use, and similar taxes (excluding ConsumerDirect's income taxes). This formalizes existing practice without impacting day-to-day operations.
Invoicing & Fee Adjustments
Invoicing; ACH; Late Fees; Collections
No material change: The new contract formalizes existing practices: monthly invoices now show fees, amounts advanced, and revenue share; ACH debit is same-day with a 5-day cure if it fails. Collection costs and 1.5%/month interest on past-due balances are clarified, but no material change to how you operate.
Annual Fee Adjustments
Material change: The new contract allows ConsumerDirect to increase fees annually with 90-days' notice and good-faith discussions. Previously, pricing only changed via separate addenda.
Billing & Financial Operations
Billing Platform & Merchant Processing
No material change: The new contract centralizes billing language: ConsumerDirect manages billing and maintains the payment integration, with gross end-user amounts advanced to Partner's bank account and daily chargeback reporting. Functionally, Partner still receives funds and manages chargebacks much as before.
Refunds & Chargebacks
No material change: The new contract consolidates obligations: Partner continues to manage refunds and remain within processor/card brand thresholds, with daily chargeback reports and a requirement to flag them in the Dashboard. Operationally, responsibilities stay the same.
Product & Platform Management
Product Availability (Uptime)
Material change: The new contract introduces a quantified uptime SLA of 99.5%, excluding scheduled updates, emergency maintenance, or Force Majeure. This formalizes availability expectations but should not change daily operations.
Product Experience & Retail Pricing Control
Material change: The new contract centralizes control of the white-label experience and retail pricing with ConsumerDirect. Partner inherits updates by default, and customizations require express approval. This limits Partner's independent flexibility compared to the old framework.
Hosting & Subdomain
No material change: The new contract spells out more detail: Partner is responsible for Partner Pages and subdomain credentials, while ConsumerDirect continues hosting the Product and default enrollment funnel. Day-to-day responsibilities are essentially the same as before.
Policies & Integration
Policies / Legal Copy
No material change: The new contract explicitly prohibits Partner from altering CD Policies or adding other policies to Product Pages. It also requires "Powered by ConsumerDirect" language and links to Policies. This formalizes existing practice without changing how you operate.
Widgets/APIs & Google Tag Manager
No material change: The new contract consolidates prior API provisions (e.g., PWS addendum) into general terms. Partner may use Widgets/APIs for additional funnels at its own cost, and ConsumerDirect provides a GTM account for analytics & tagging. This formalizes and streamlines what was already allowed.
Development & Branding
Development Work Fees
No material change: Custom Product modifications remain billable; the new contract just standardizes pricing at $175/hour via Exhibit A instead of ad-hoc SOWs.
Co-Branding
No material change: Co-branding still allowed at Partner's request; the new contract clarifies ConsumerDirect can deny/modify requests if misleading, illegal, or harmful to business.
Reporting & Customer Service
Reporting & Data Use Limits
No material change: Partner still gets usage and service reports but not full credit file data; new contract consolidates prior PWS rules and re-emphasizes data as Confidential.
Customer Service
Material change: Customer service duties are now fully Partner's responsibility with ConsumerDirect's oversight; if Partner fails obligations, ConsumerDirect can assume customer service and charge fees in certain circumstances.
Marketing Requirements
Marketing Campaign Expectations
No material change: Expectation to run high-volume marketing campaigns is now written into the contract, but aligns with existing practice.
Brand Keyword Bidding; Guidelines
Material change: Explicit ban on bidding against ConsumerDirect's branded keywords; detailed marketing and compliance guidelines added with ConsumerDirect oversight rights.
Marketing Compliance
FTC Endorsement Compliance
Material change: FTC endorsement compliance is now codified, requiring Partner and Affiliate Networks to follow published FTC Guides.
Competitive Marketing
Material change: Both sides agree not to position their products as alternatives to each other; this formalizes mutual respect in marketing.
End-User Communications & Data
End-User Communications During Term
No material change: Clarifies split responsibilities for communications (ConsumerDirect handles transactional/product, Partner handles promotional emails); matches existing practice.
End User Data – Transmission & Use
No material change: Reiterates restrictions already present (must pass data "as is," no credit report re-creation, comply with deletion requests); consistent with prior addenda.
Security & Insurance
Security; PCI; Breach Notice
Material change: Expands obligations with explicit PCI DSS, FCRA, bureau, and ConsumerDirect security requirements; requires immediate breach notice.
Insurance (New Requirement)
Material change: Introduces new insurance obligations (CGL and cyber liability, maintained during and 3 years post-Term).
Intellectual Property Rights
ConsumerDirect Licensed IP
No material change: Reaffirms limited, revocable license to use ConsumerDirect IP; no Product code access; backend tools access governed by the Agreement.
Partner
Licensed IP
No material change: Clarifies Partner grants ConsumerDirect a broad license to use its IP to perform obligations, while Partner retains ownership.
Reservation of Rights; Ownership
No material change: Confirms ConsumerDirect's ownership of Product, data, and IP; reserves all rights not granted—consistent with existing practice.
Restrictions & Confidentiality
Use Restrictions
Material change: Expands restrictions to explicitly prohibit scraping, crawling, data mining, bulk messaging, and vendor-restricted uses.
Feedback Ownership
No material change: Codifies that all Product-related feedback/content is assigned to ConsumerDirect; consistent with implied prior practice.
Confidentiality
Material change: Expands definitions and obligations, adds Nondisclosure Period, compelled-disclosure carve-outs, and injunctive relief rights.
Legal Provisions
1
Audit Rights (Broadened)
Material change: Broadens scope to include marketing/use audits with cure window up to 6 months; stronger oversight than prior auth/API audits.
2
Representations & Warranties
Material change: Adds explicit compliance, IP non-infringement, and regulatory adaptation obligations; Partner now bound by marketing/KYC/infosec/privacy commitments beyond standard corporate reps.
3
Indemnification (Detailed Allocation)
Material change: Expands indemnities: ConsumerDirect covers IP infringement with cure options; Partner covers broad range of End-User/data/IP/privacy/negligence claims.
4
Disclaimers; Limitation of Liability
Material change: Confirms AS-IS disclaimer; limits indirect/special damages; caps liability at amounts paid/retained by ConsumerDirect in prior 6 months.
5
Notices; Amendment; Waiver
No material change: Tightens amendment to require signed writing by both parties; notice methods clarified; waivers remain standard—no day-to-day impact.
6
Miscellaneous Boilerplate
No material change: Covers Entire Agreement, assignment limits, severability, independent contractor status, and no third-party beneficiaries; consistent with standard practice.
7
Governing Law; Forum; Attorneys' Fees
Material change: Fixes governing law/venue to California (Orange County/C.D. Cal.); adds prevailing-party attorneys' fees clause.
8
Definitions – Programs & Marketing
Material change: Expands definitions: limits No-Charge Offerings, codifies Sponsored Memberships (no trials), controls Tracking Links, and defines Trial Memberships under ConsumerDirect control.
9
Manual Authentication (Process & Audit)
No material change: Moves prior MOU requirements into Exhibit B with more detailed document/audit rules; operationally unchanged for Partner.
10
Optional Merchant Processing by ConsumerDirect
Material change: Introduces optional merchant processing service by ConsumerDirect with 3.3% fee of gross processed, if selected.