End User Agreement Additional Terms and Conditions
As of December 9, 2024
These Terms and Conditions are incorporated by reference into the End User Agreement. The End User Agreement, attachments thereto, and these Terms and Conditions (collectively the “Agreement”, as may be amended, supplemented and/or modified from time to time), constitute the entire agreement between Customer and Equation.
1. Scope of Agreement. This Agreement applies to any of those information services and/or to certain software applications, which Customer may desire to purchase or license from Equation and which Equation offers to Customer. Such information services shall herein be collectively referred to as "Services" and all information derived there from shall be collectively referred to as "Services Information."
Equation shall provide the particular Services selected by Customer as described in the Addendum for Consumer Information Services, or such other addendum describing the particular Services offered by Equation from time to time and requested by Customer. Customer enters in this Agreement on behalf of itself and its affiliates under common ownership and control, as identified on Exhibit A of the End User Agreement (“End User Facilities”), which Exhibit A may be amended by Customer from time to time upon written notice to Equation, all of which are referred to collectively as Customer.
This Agreement consists of the End User Agreement, the general terms and conditions set forth in the body of this Agreement (collectively the “General Terms”), Exhibit A, Exhibit B (if applicable), and any applicable Addendum with statements of work. If there is a conflict between the General Terms and any Exhibit, the provisions of the General Terms will govern. If there is a conflict between the General Terms of this Agreement, and the provisions set forth in an Addendum, the provisions of this Agreement will govern.
This Agreement incorporates by reference the terms and conditions specific to each Services provide to Customer under this Agreement, each an Addendum to this Agreement. Customer acknowledges and agrees to comply with the terms and conditions outlined in the Addendum that can located under the following links corresponding to the Services Customer is receiving.
1.1 Addendum for Consumer Information Services – Read
1.2 Addendum for Identity and Propensity Services (FCRA) – Read
1.3 Addendum for Identity Services (Non-FCRA) – Read
1.4 Addendum for Fair Isaac Scores – Read
1.5 Addendum for VantageScore Scores – Read
1.6 Addendum for Access to TransUnion Services via TransUnion Direct – Read
1.7 Addendum for Aggregated Credit Data – Read
1.8 Addendum for Income Estimator – Read
1.9 Addendum for Community Based Financial Aid – Read
Equation reserves the right to modify, amend or update the terms and conditions for each Service. Continued use of each Service after receiving such notice constitutes acceptance of the modified terms.
2. Customer’s Business. Customer certifies that the nature of Customer's business is as described by Customer in Customer’s customer membership materials. Customer certifies that Customer is not a telephone solicitor doing business in Massachusetts or Connecticut and using the data provided by Equation for the initiation of a telephone call or message to encourage the purchase or rental of, or investment in, property, goods or services, that is transmitted to a consumer.
3. Additional Terms and Conditions.
3.1 Confidentiality. Customer shall hold all Services Information in confidence and shall not disclose such information, in whole or in part, to any person except: (i) as required by law (e.g., an order of a court or data request from an administrative or governmental agency with competent jurisdiction) to be disclosed; provided however, that Customer shall provide Equation with 10 days prior written notice before the disclosure of such information pursuant to this Paragraph 5.1; (ii) its employees that have a need to know in connection with its use of the Services Information as permitted under this Agreement; or, (iii) its authorized agents who have a need to know in connection with its use of the Services Information as permitted under this Agreement and who are bound by written obligations sufficient to limit use of such Services Information strictly for Customer’s benefit in accordance with the use and other restrictions contained in this Agreement. However, none of the foregoing restrictions shall prohibit Customer from disclosing to the subject of the Consumer Report Information, who is the subject of an adverse action, the content of the Consumer Report Information as it relates to any such adverse action. The forgoing obligations of confidentiality with respect to Services Information shall in all instances prevail over contrary or less stringent obligations of confidentiality entered between the parties.
3.2 Safeguards. Each party shall implement, and shall take measures to maintain, reasonable and appropriate administrative, technical, and physical security safeguards (“Safeguards”) consistent with industry standards, and applicable law and regulatory guidance designed to: (i) ensure the security and confidentiality of non-public personal information; (ii) protect against anticipated threats or hazards to the security or integrity of non-public personal information; and, (iii) protect against unauthorized access or use of non-public personal information that could result in substantial harm or inconvenience to any consumer. When a consumer’s first name or first initial and last name is used in combination with both: (i) a social security number, driver’s license or identification card number, or account number, credit or debit card number, and, (ii) any required security code, access code, or password that would permit access to an individual’s financial account (“Personal Information”), and such combined information is delivered to Customer unencrypted, Customer shall implement and maintain reasonable security procedures and practices appropriate to the nature of the information and to protect the Personal Information from unauthorized access, destruction, use, modification, or disclosure including without limitation, ensuring any Customer intentional deletion, destruction and/or disposal of Personal Information (whether in paper, electronic, or any other form, and regardless of medium on which such Personal Information is stored) is performed in a manner so as to reasonably prevent its misappropriation or other unauthorized use including, but not limited to, cross-shredding printed information and pulverizing or incinerating tapes, disks and other such non-paper media.
3.3 Authorized Requests. Customer shall use the Services and Services Information: (i) solely for the Customer’s certified use(s); (ii) solely for Customer’s exclusive one-time use; and, (iii) subject to the terms and conditions of this Agreement. Customer shall not request, obtain or use Services for any other purpose including, but not limited to, for the purpose of, directly or indirectly, selling, leasing, renting, distributing, redistributing, transferring or otherwise providing information obtained under this Agreement to any other party, whether alone, in conjunction with Customer’s own data, or otherwise in any service which is derived from the Services. Services shall be requested by, and Services Information shall only disclosed by Customer to, Customer’s designated and authorized employees and agents having a need to know and only to the extent necessary to enable Customer to use the Services and Services Information in accordance with this Agreement, and, with respect to agents, only those who are bound by written obligations sufficient to limit use of such Services and Services Information strictly for Customer’s benefit in accordance with the use and other restrictions contained in this Agreement. Customer shall ensure that such Customer designated and authorized employees and agents shall not attempt to obtain any Services on themselves, associates, or any other person except in the exercise of their official duties.
3.4 Rights to Services. Customer shall not attempt, directly or indirectly, to reverse engineer, decompile, or disassemble Services and Services Information, or any confidential or proprietary criteria developed or used by Equation relating to the Services provided under this Agreement. Except as explicitly set forth in this Agreement the entire right, title and interest in and to the Services and all copyrights, patents, trade secrets, trademarks, trade names, and all other intellectual property rights associated with any and all ideas, concepts, techniques, inventions, processes, or works of authorship including, but not limited to, all materials in written or other tangible form developed or created by Equation in its performance of the Services, shall at all times vest exclusively in Equation. Equation reserves all rights not explicitly granted to Customer under this Agreement. Customer acknowledges that any misappropriation or threatened misappropriation of Equation’s rights in and to the Services and other Equation intellectual property, or any breach or threatened breach of the foregoing restrictions, may cause immediate and irreparable injury to Equation, and in such event, Equation shall be entitled to seek injunctive relief, without the necessity to post bond, in addition to any and all other remedies available at law or in equity. Nothing stated herein will be construed to limit any other remedies available to Equation under this Agreement including, but not limited to suspension and/or termination.
3.5 Compliance with Laws. Each party hereto shall be responsible for its own compliance with all applicable federal and state legislation, regulations and judicial actions, including, but not limited to, FCRA, GLBA and all other applicable privacy laws, “do not call” laws, the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.) and similar and/or associated state laws and regulations governing the use and disclosure of drivers’ license information, as now or as may become effective, to which it is subject. Changes in the performance of Equation's obligations under this Agreement necessitated by Equation’s good faith interpretations of any applicable law, regulation, judicial or regulatory action or license rights, shall not constitute a breach of this Agreement.
Data provided by Equation as part of Services may include information obtained from the Death Master File (“DMF”) made available by the US Department of Commerce National Technical Information Service and subject to regulations found at 15 CFR Part 1110. Customer shall comply with all applicable laws including, with respect to DMF data, 15 CFR Part 1110. Recipients of DMF data that fail to comply with 15 CFR Part 1110 may be subject to, among other things, penalties under 15 CFR 1110.200 of $1,000 for each disclosure or use, up to a maximum of $250,000 in penalties per calendar year.
3.6 Fees and Payments. Unless otherwise agreed to in writing by the parties, Customer shall be invoiced by Equation’s agent for the Services provided to Customer by Equation hereunder. Customer shall pay Equations agent pursuant to the terms prescribed by Equations agent. Equations agent shall remit the appropriate amount to Equation per agreement between Equations agent and Equation.
3.7 Term, Termination and Survival. The term of this Agreement shall commence upon the Effective Date of the End User Agreement and shall remain in effect until terminated by any party hereto for any reason whatsoever by providing 30 days prior written notification to the other party. Moreover, without limiting any other remedies to which either party may be entitled if a party, in good faith, determines that the other party has materially breached any of its obligations under this Agreement, such party shall provide written notice to the other party of such determination. The breaching party shall have 30 days to cure any alleged breach, provided that such breach is curable. If the breaching party fails to cure within 30 days of receiving such written notice or if such breach is not curable, the non -breaching party shall have the right to immediately suspend its performance, in whole or in part, under this Agreement, immediately terminate this Agreement, or both.
3.7.1 The foregoing notwithstanding, Equation reserves the right, at Equation's sole option, to immediately suspend its performance, in whole or in part, under this Agreement, or immediately terminate this Agreement, if Equation, in good faith and in its sole discretion, determines that: (i) the requirements of any law, regulations and/or judicial action have not been met; (ii) as a result of any new, or changes in existing, laws, regulations, and/or judicial actions, that the requirements of any law, regulation and/or judicial action will not be met; (iii) the use of the Services is the subject of litigation or threatened litigation by any governmental agency; (iv) any product, process, or both, including, without limitation, any software, information, data, or other material, as well as any intellectual property rights embodied by any or all of the foregoing (whether licensed to, owned by, or otherwise controlled by, Equation), and necessary (as reasonably demonstrated by Equation) for the provision of the Services to Customer is/are enjoined, likely to be enjoined (in Equation's counsel's written opinion), or the licenses thereto is/are otherwise terminated by the licensing entity; and/or, (v) any combination of the foregoing.
3.7.2 With the exception of Equation's obligation to provide Services under this Agreement, all provisions of this Agreement shall survive any such termination of this Agreement including, but not limited to, all restrictions on Customer's use of Services Information. Moreover, any such termination shall not relieve Customer of any fees or other payments due to Equation through the date of any such termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination.
3.8 Warranty.
3.8.1 Equation Limited Warranty. Equation represents and warrants that the Services will be provided in a professional and workmanlike manner consistent with industry standards. In the event of any breach of this warranty, Equation shall exercise commercially reasonable efforts to re-perform the applicable Services which are not in compliance with the above warranty, provided that: (i) Equation receives written notice of such breach within 10 days after performance of the applicable Services; and (ii) the Services are able to be re -performed. Equation, in the event it cannot re-perform such Services, shall refund the fees paid by Customer for the applicable Services which are not in compliance with the above warranty. CUSTOMER ACKNOWLEDGES AND AGREES THAT EQUATION'S SOLE AND EXCLUSIVE OBLIGATION, AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, IN THE EVENT OF ANY BREACH OF THE FOREGOING WARRANTY IS AS SET FORTH IN THIS PARAGRAPH. EQUATION DOES NOT WARRANT THE SERVICES TO BE UNINTERRUPTED OR ERROR- FREE OR THAT THE SERVICES WILL MEET CUSTOMER'S REQUIREMENTS. THE WARRANTY SET FORTH IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT MIGHT BE IMPLIED FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE OR WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO REPRESENTATIVE OF EQUATION IS AUTHORIZED TO GIVE ANY ADDITIONAL WARRANTY.
3.8.2 Customer represents and warrants that: (i) it has the authority to enter into and perform under this Agreement; (ii) it has the right to give to Equation the rights set forth in this Agreement; and, (iii) it has the right to provide any and all information including, but not limited to, data obtained from third parties, to Equation, and to allow Equation to provide the same to Equation’s subcontractors, for use in performance of the Services.
3.9 Indemnification for Intellectual Property Infringement. Equation will defend and indemnify Customer against a claim that any Services infringes a United States patent, copyright, trademark or trade secret or other United States intellectual property rights of a third party; provided that (i) Customer gives Equation prompt written notice of any such claim of which it has knowledge; (ii) Equation is given full control over the defense of such claim and all related settlement negotiations; and (iii) Customer provides Equation with the assistance, information and authority necessary to perform Equation’s obligations under this paragraph. Reasonable out-of-pocket expenses incurred by Customer in providing such assistance will be reimbursed by Equation. If any such claim of infringement has occurred or in Equation’s opinion is likely to occur, then Equation may, at their option and expense, (i) use commercially reasonable efforts to procure for Customer the right to use the infringing Services; (ii) replace or modify the infringing portion of the Service so that it is no longer subject to any infringement claim or (iii) if the foregoing, in Equation’s reasonable determination, is not practicable, Equation shall so notify Customer of such determination and Customer shall have the right to immediately terminate this Agreement. Equation shall have no obligation under this Section to indemnify or defend Customer against a lawsuit or claim of infringement to the extent any such claim or lawsuit results from (i) other material which is combined with or incorporated into the Services; (ii) any substantial changes or alterations to the information provided as part of the Services by Customer; or (iii) any misuse or unauthorized use of the Services which, but for Customer’s misuse or unauthorized use of the Services, such claim would not have occurred. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY OF EQUATION AND THE SOLE AND EXCLUSIVE REMEDY OF CUSTOMER WITH RESPECT TO ANY PROCEEDINGS, CLAIMS, DEMANDS, LOSS, DAMAGE OR EXPENSES INCURRED BY CUSTOMER RELATING TO THE INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS RESULTING FROM THE SERVICES AND THIS AGREEMENT.
3.10 Limitation of Liability. NEITHER EQUATION NOR ANY THIRD PARTY FROM WHOM EQUATION OBTAINS THE DATA SHALL BE LIABLE TO END USER OR TO ANY PERSON CLAIMING THROUGH END USER OR TO WHOM END USER MAY HAVE PROVIDED DATA FOR ANY LOSS OR INJURY ARISING OUT OF OR RELATED TO EQUATION’S OR THIRD PARTY’S ACTS OR OMISSIONS IN PROCURING, COMPILING, COLLECTING, INTERPRETING, REPORTING, COMMUNICATING, OR DELIVERING THE DATA. IN NO EVENT SHALL EQUATION NOR ANY THIRD PARTY FROM WHOM EQUATION OBTAINS THE DATA BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS EQUATION ADDENDUM, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IF, NOTWITHSTANDING THE FOREGOING, LIABILITY CAN BE IMPOSED ON EQUATION AND/OR ANY THIRD PARTY FROM WHOM EQUATION OBTAINS THE DATA, EQUATION AND ANY SUCH THIRD PARTY’S ENTIRE AGGREGATE LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES NOT EXCEEDING THE AMOUNT OF FEES PAID BY END USER DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT WHICH GAVE RISE TO THE LIABILITY.
3.11 Assignment and Subcontracting. Neither party may assign or otherwise transfer this Agreement, in whole or in part, without the prior written consent of the other, and such consent shall not be unreasonably withheld. Notwithstanding the foregoing, Equation may assign or transfer this Agreement to a wholly-owned subsidiary, in the event of a purchase of substantially all of Equation’s assets, or in the event of a corporate form reorganization (e.g., LLC to C-Corporation), and Customer may assign or transfer its rights and/or obligations under this Agreement to any Affiliate of Customer identified on Exhibit A attached hereto. Moreover, Equation shall have the unrestricted right to subcontract the Services to be provided to Customer by Equation under this Agreement; provided however, that such subcontracting shall not relieve Equation of its obligations under this Agreement. The limited warranty and limitation of liability provisions set forth in this Agreement shall also apply for the benefit of Equation’s licensors, subcontractors and agents.
3.12 Security. Customer represents and warrants that it will use its best reasonable efforts to ensure that: (i) all Equation-supplied identification codes (each a "User ID") and associated passwords (each a “Password”) are kept confidential and secure (e.g., Customer shall ensure that Passwords are not stored on any desktop and/or portable workstation/terminal nor other storage and retrieval system and/or media, that Internet browser caching functionality is not used to store Passwords and that appropriate firewalls or other electronic barriers are in place); (ii) each User ID and Password is used solely by individuals Customer has authorized to use such User IDs and Passwords;, and (iii) Customer is responsible for controlling the use of each such User ID and Password to access the Services as authorized in this Agreement.
In the event of any actual or suspected unauthorized use, misappropriation or other compromise of User Ids and/or Passwords, Customer shall promptly (but in no event later than 48 hours after the occurrence of any of the foregoing) notify Equation by phone and in writing. Customer shall fully cooperate with Equation in mitigating any damages due to any misappropriation or unauthorized use or disclosure of any non-public personal information (including, but not limited to, Personal Information and other consumer credit information). Such cooperation shall include, but not necessarily be limited to, allowing Equation to participate in the investigation of the cause and extent of such misappropriation and/or unauthorized disclosure. Such cooperation shall not relieve Customer of any liability it may have as a result of such a misappropriation and/or unauthorized disclosure. Customer agrees, that to the extent any such unauthorized use, unauthorized disclosure, misappropriation, or other event is due to Customer’s negligence, intentional wrongful conduct or breach of this Agreement, Customer shall be responsible for any required consumer, public and/or other notifications, and all costs associated therewith; provided however, that other than except to the extent required to comply with applicable law, Customer shall make no public notification, including but not limited to press releases or consumer notifications, of the potential or actual occurrence of such misappropriation and/or unauthorized disclosure without Equation’s prior written consent, and, with respect to any such notifications required by law, Customer shall not use any Equation trade name, trademark, service mark, logo, in any such notifications without the prior written approval of Equation.
3.13 Third Party Intermediaries. In the event Customer will utilize a third party intermediary (e.g., application service provider, Internet service provider or other network provider) for the purpose of transmitting requests for, receiving, archiving, storing, hosting, or otherwise performing processing of any kind related to, Services and/or Services Information, Customer shall ensure it has first entered into an agreement with such third party prohibiting such third party’s use of, and access to, the Services and Services Information for any purpose other than to the extent necessary to provide such application or network services to Customer. If applicable, Customer shall also be responsible for requiring such third party to implement Safeguards to protect the privacy and security of Personal Information and protected health information obtained from or given access to by Customer. Customer shall be solely liable for any actions or omissions of such third party’s which result in a breach of this Agreement or violation of law (or harm to the individual whose Personal Information or protected health information is improperly disclosed or used) including, but not limited to, any misappropriation or other compromise of User Ids and/or Passwords, any misappropriation and/or unauthorized disclosure of Services Information (including, but not limited to, consumer credit information) or any misuse of the Services in violation of this Agreement.
3.14 No Waiver. No failure or successive failures on the part of either party, its respective successors or permitted assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of either party, its respective successors and permitted assigns, to enforce the same in the event of any subsequent breach or breaches by the other party, its successors or permitted assigns.
3.15 Independent Contractors. This Agreement is not intended to create or evidence any employer-employee arrangement, agency, partnership, joint venture, or similar relationship of any kind whatsoever, between Equation and Customer. Moreover, no party shall, by virtue of this Agreement, have any right or power to create any obligation, express or implied, on behalf of any other party.
3.16 Construction and Severability. All references in this Agreement to the singular shall include the plural where applicable. Titles and headings to sections or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. If any term or provision of this Agreement is held by a court of competent jurisdiction be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
3.17 Force Majeure. Neither party shall be liable to the other for failure to perform or delay in performance under this Agreement if, and to the extent, such failure or delay is caused by conditions beyond its reasonable control and which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against. Such conditions include, but are not limited to, acts of God; strikes, boycotts or other concerted acts of workers; failure of utilities; laws, regulations or other orders of public authorities; military action, state of war, acts of terrorism, or other national emergency; fire or flood. The party affected by any such force majeure event or occurrence shall give the other party written notice of said event or occurrence within five business days of such event or occurrence.
3.18 Audit Rights. During the term of this Agreement and for a period of three years thereafter, Equation may audit Customer’s policies, procedures and records which pertain to this Agreement, to ensure compliance with this Agreement, upon reasonable notice and during normal business hours.
3.19 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas regardless of the laws that might otherwise govern under applicable Texas principles of conflicts of law.
3.20 Trademarks. Both Customer and Equation shall submit to the other party for written approval, prior to use, distribution, or disclosure, any material including, but not limited to, all advertising, promotion, or publicity in which an y trade name, trademark, service mark, and/or logo (hereinafter collectively referred to as the “Marks") of the other party are used (the "Materials"). Such party, from whom approval is being requested, will not unreasonably withhold its approval. Both parties shall have the right to require, at each party's respective discretion and as communicated in writing, the correction or deletion of any misleading, false, or objectionable material from any Materials. Moreover, when using the other party’s Marks pursuant to this Agreement, a party shall take all reasonable measures required to protect the other party’s rights in such Marks, including, but not limited to, the inclusion of a prominent legend identifying such Marks as the property of the other party. In using each other’s Marks pursuant to this Agreement, each party acknowledges and agrees that (i) the other party’s Marks are and shall remain the sole properties of the other party, (ii) nothing in this Agreement shall confer in a party any right of ownership in the other party’s Marks, and (iii) neither party shall contest the validity of the other party’s Marks. Notwithstanding anything in this Agreement to the contrary, without the prior written approval of Customer, Equation shall have the right to disclose to third parties Customer’s marks in consumer credit reports containing Customer’s account information.
3.21 CFPB Notices. By signing this Agreement, Customer acknowledges receipt of a copy of the Consumer Financial Protection Bureau’s “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA” that can be found here. Any futures updates to the foregoing notices will be accessible on Vendor’s website.
3.22 Access to Equation Books and Records. To the extent that 42 U.S.C. SEC 1395x(v)(1)(I)(i) (ii) applies to Equation or this type of Agreement, until expiration of four (4) years after the furnishing of services under this Agreement, the Secretary of the Department of Health and Human Services and the Comptroller General of the United States, or the designees or duly authorized representative of either of them shall have access to all books and records of Trans Union pertaining to the subject matter of this Agreement and the provision of service under it, in accordance with the criteria presently or hereafter developed by the Department of Health and Human Services as provided in Section 952 of the Omnibus Reconciliation Act of 1980. Upon request by governmental authority, Trans Union shall make available (at reasonable times and places during normal business hours) this Agreement, and all books, documents and records of Trans Union that are necessary to verify the nature and extent of the costs and services provided by Trans Union furnished in connection with this Agreement. In the event of any request for Trans Union’s or related subcontractors' books, documents, and records is made by a third party, the Trans Union or any subcontractor related to the Trans Union shall promptly give notice of such request to the Customer and provide the Customer with a copy of such request, and, thereafter, consult and cooperate with the Customer concerning the proper response to such request. Additionally, the Trans Union or any subcontractor related to the Trans Union shall provide the Customer with a copy of each book, document, and record made available to one or more of the persons and agencies above or shall identify each such book, document, and record to the Customer and shall grant the Customer access thereto for review and copying. This provision shall survive termination of this Agreement.
3.23 Eligibility to Participate in Federal Health Care Programs. Equation represents and warrants to Customer that Equation (i) is not currently excluded, debarred, or otherwise ineligible to participate in Federal health care programs as defined in 42 U.S.C. section 1320a-7b(f) (the “Federal health care programs”); (ii) is not convicted of a criminal offense related to the provision of health care items or services and has not been excluded, debarred, or otherwise declared ineligible to participate in the Federal health care programs, and (iii) is not under investigation or otherwise aware of any circumstances which may result in Equation being excluded from participation in the Federal health care programs. This shall be an ongoing representation and warranty during the term of the Agreement, and Equation shall immediately notify Customer of any change in the status of the representation and warranty set forth in this section. Any breach of this section shall give Customer the right to terminate this Agreement immediately for cause and such termination shall be Customer’s sole remedy for such breach.