Legal Agreement Content
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Last Revised: Apr 4, 2016
The documents on the Site are the confidential and proprietary information of Equifax Inc. They are only being made available as a courtesy to potential Equifax clients, current Equifax clients, and their respective Agents pursuant to the terms of this Agreement. Your access to the content on this Site including, but not limited to, user guides and product guidance (collectively, “Reports”) is subject to your agreement, on behalf of yourself and your employer (collectively, the "User Organization"), to the terms set forth in this Agreement. Please read them carefully. By clicking on the "I Agree" button below, you signify that you are authorized to bind your employer to the terms and conditions hereof; and that you and your employer agree to be bound by these terms and conditions. Such acceptance and agreement shall be deemed to be as effective as a written signature performed manually by you, on behalf of yourself and your employer, and this Agreement shall be deemed to satisfy any writings requirements of any applicable law, notwithstanding that the agreement is written and accepted electronically.
Agents. 'Agents' mean the User Organization's advisors, directors, officers, employees, contractors, affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), auditors or other agents. If and to the extent any Agents of the User Organization receive the Reports, the User Organization shall be responsible for such Agents' full compliance with the terms herein and shall be liable for any such Agents' non-compliance with such terms.
Obligations of Confidentiality. The User Organization shall keep the Reports confidential and secure, and shall use at least the same standard of care to protect the Reports as the User Organization employs for the protection of its own proprietary information, but in no case less than a commercially reasonable standard of care. User Organization may not disclose, orally or in writing, any Reports or any portion, abstract, or summary thereof, or make any reference to Equifax in connection therewith, to any third party, other than User Organization's Agents. The User Organization will not disclose the Reports to any third party, or appropriate the Reports solely for its own or any other party's use or benefit, except as specifically permitted herein.
Mandatory Disclosure. If the User Organization becomes compelled by law or regulation (including securities' laws) to disclose the Reports, the User Organization will provide Equifax with prompt written notice so that Equifax may seek an appropriate protective order or other remedy. If a remedy acceptable to Equifax is not obtained by the date that the User Organization must comply with the request, the User Organization will furnish only that portion of the Reports that it is advised by counsel that it is legally required to furnish, and the User Organization will exercise commercially reasonable efforts to obtain confidential treatment of the Reports.
Injunctive Relief. The User Organization acknowledges that unauthorized disclosure or use of the Reports may irreparable damage Equifax in such a way that adequate compensation could not be obtained from damages in an action at law. Accordingly, the actual or threatened unauthorized disclosure or use of the Reports shall give Equifax the right to seek injunctive relief restraining such unauthorized disclosure or use, in addition to any other remedy otherwise available (including reasonable attorneys' fees). The User Organization hereby waives the posting of a bond with respect to any action for injunctive relief.
Disclaimer. Equifax makes no express or implied representation or warranty regarding the accuracy or completeness of the Reports, except as may be provided in the Report.
Termination. This Agreement will terminate on the earlier to occur of: (a) written notice from Equifax that User Organization's obligation hereunder are terminated or (b) the information contained in the Reports becomes generally available to the public other than as a result of disclosure by the User Organization.
No Commitment. This Agreement does not obligate the parties to enter into an agreement or to proceed with any other relationship or transaction, and nothing herein prevents either party from entering into a similar transaction with any third party. Subject only to its confidentiality obligations herein and applicable law: (a) each party's right to develop, use, and market products and services similar to or competitive with the other party shall remain unimpaired; and (b) each party acknowledges that the other may already possess or have developed products or services similar to or competitive with those of the other party. No license or rights under any patent, copyright, or other intellectual property rights are granted or are to be implied hereunder.
Ownership. Equifax retains ownership of all intellectual property rights in the Reports and this Site, including without limitation any information, materials, text, graphics, images, logos, site design, and the selection, assembly, and arrangement of the Site (collectively, the "Content"). Except as expressly set forth herein, these intellectual property rights are expressly reserved. The Content may not be copied, distributed, displayed, modified, reproduced, performed, published or reverse engineered in whole or in part without Equifax’s prior written permission, except that the User Organization may view, download for caching purposes only, and print Reports or other Content from the Site solely for the benefit of the User Organization. User Organization may not remove, alter or cover any copyright or other proprietary notices placed on this Site or on products or related materials acquired through this Site.
Disposition of Materials. Upon receipt of written notice from Equifax, User Organization will promptly destroy all information in the User Organization's possession containing the Reports, whether such information is in written, electronic or other form. Upon the request of Equifax, an officer of User Organization will confirm in writing that the Reports have been destroyed.
Changes to Reports and Site; Termination. Equifax may modify or discontinue the provision of Reports or this Site (or any portion thereof) or cancel, suspend or terminate this Site or the provision of Reports for any reason with or without notice.
Miscellaneous. This Agreement will be governed by the internal laws (but not the conflicts laws) of the State of Georgia. This Agreement sets forth the final, complete and exclusive agreement of the parties with respect to the subject matter hereof, and supersedes all prior and contemporaneous agreements and understandings whether written or oral pertaining to the subject matter hereof. The person affirming below represents and warrants that he or she has the necessary authority to bind the User Organization to this Agreement. The right to disclosure granted the User Organization may not be assigned without the prior express written consent of Equifax.
In the event any provision contained in this Agreement is found by an authorized authority to be unenforceable, the remaining provisions shall survive and remain in full force and effect, and any unenforceable provision shall to the extent legally permitted be replaced by an enforceable provision that comes closest to the parties' intent underlying the unenforceable provision.