ID Propensity to Pay End User agreement additional terms and conditions

As of June 28, 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 license from Equation and which Equation provides 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."

This Agreement incorporates by reference the terms and conditions specific to the 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. If Customer is not purchasing a specific Service, then those Addendum terms will not apply.

1.1    Addendum for Consumer Information Services

1.2    Addendum for Identity and Propensity Services (FCRA) 


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 as such term is defined under GLB (“NPI”); (ii) protect against anticipated threats or hazards to the security or integrity of NPI; and, (iii) protect against unauthorized access or use of NPI 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, m ay 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    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.

3.7    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.

3.8    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.

3.9    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”. Any future updates to the forgoing notices will be accessible by Customer on Equation’s website, FCRA Compliance Notifications | FinThrive.

3.10    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 Equation 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, Equation shall make available (at reasonable times and places during normal business hours) this Agreement, and all books, documents and records of Equation that are necessary to verify the nature and extent of the costs and services provided by Equation furnished in connection with this Agreement.  In the event of any request for Equation’s or related subcontractors' books, documents, and records is made by a third party, the Equation or any subcontractor related to the Equation 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 Equation or any subcontractor related to the Equation 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.

3.11 Term, Termination and Survival. The term of this Agreement shall commence upon the Effective Date and shall remain in effect until terminated by Equation 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.

3.11.1 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.

3.11.2 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.

 

Addendum for Consumer Information Services

These terms and conditions are incorporated by reference into the End User Agreement (“Addendum for Consumer Information Services” or “Addendum”). 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.    Agreement Controls. The terms and conditions of the Agreement are incorporated herein by this reference and govern this Addendum.

2.    Definition. Terms not defined in this Addendum shall have the meaning ascribed to them in the Agreement.

3.    Consumer Reporting Services.

3.1    Consumer Report Information. Equation makes certain consumer report information services from its consumer reporting database (“Consumer Report Information”) available to its customers who have a permissible purpose for receiving such information in accordance with the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) including, without limitation, all amendments thereto ("FCRA").

3.2    FCRA Penalties.   THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.

3.3    Customer Certifications. Customer certifies that it shall request Consumer Report Information solely for Customer’s exclusive one-time use and use such information solely for the permissible purpose(s) set forth below in Sections 3.4 and for no other purpose, subject however, to the additional restrictions set forth herein.   Moreover, if requested by Equation, Customer agrees to, and shall, individually certify the permissible purpose for each Consumer Report Information it requests, in addition to the blanket certification set forth herein.  Such individual certification shall be made by Customer pursuant to instructions provided from time to time to Customer by Equation. For purposes of this Addendum, the term “adverse action” shall have the same meaning as that term is defined in the FCRA.

3.4    Consumer Report Information - Permissible Purpose(s):

  • 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 the consumer.
  • In connection with the underwriting of insurance involving the consumer.
  • Pursuant to the written authorization of the consumer who is the subject of the Consumer Report Information. Customer certifies that each such written authorization will expressly authorize Customer to obtain the Consumer Report Information, and will contain at a minimum the subject’s name, address, social security number (where available) and signature. Customer further agrees to retain copies of all such written authorizations for a minimum of five years from the date of inquiry, and make such written authorizations available to Equation upon request. Nothing in this certification, or elsewhere in this Agreement, is intended to allow Customer to purchase Consumer Report Information for the purpose of selling or giving the report, or information contained in or derived from it, to the subject of the report, or to any other third party, and Customer expressly agrees to refrain from such conduct.
  • For employment purposes, in which case Customer shall request only a Equation service expressly designed for employment purposes ("Employment Report"). Customer further certifies that it shall not request an Employment Report unless and subject to the following conditions:
    • A.    A clear and conspicuous disclosure is first made in writing to the consumer before the Consumer Report Information is obtained, in a document that consists solely of the disclosure, that a consumer report may be obtained for employment purposes;
    • B.    The consumer has authorized in writing the procurement of the Employment Report;
    • C.    Information from the Employment Report will not be used in violation of any applicable federal or state equal employment opportunity law or regulation;
    • D.    The Employment Report will only be used once; and,
    • E.    Before taking adverse action in whole or in part based on the Employment Report, Customer shall provide the consumer with a copy of the Employment Report and shall provide the consumer with a copy of the consumer's rights, in the format approved by the Consumer Financial Protection Bureau (“CFPB”), which form notice shall be supplied to Customer by Equation either with each report, or one time in print format, in which case Customer agrees to duplicate and provide said form notice to the consumer as required hereunder.
  • To use the Consumer Report Information as a potential investor or servicer, or current insurer, in connection with a valuation of, or an assessment of, the credit or prepayment risks associated with an existing credit obligation.
  • To use the Consumer Report Information in connection with Customer’s legitimate business need for the information in connection with a business transaction that is initiated by a consumer.
  • To use the Consumer Report Information in connection with Customer’s legitimate business need for the information to review an account to determine whether the consumer continues to meet the terms of the account.

** The following certifications are available for use by Government Agencies only **

  • To use the Consumer Report Information in connection with a determination of the consumer’s eligibility for a license or other benefit granted by a governmental instrumentality required by law to consider an applicant’s financial responsibility or status.

3.5    Account Review/Account Monitoring Certification.  In the event that Customer requests Consumer Report Information for account review or monitoring purposes, whether batch or on-line, Customer shall make such requests solely for review or monitoring of Customer's own open accounts and/or closed accounts with balances owing, and for no other purpose.  Customer shall notify Equation in a mutually acceptable format of the review or monitoring methods and criteria desired, and of any desired changes to or deletion of any individual monitoring set, and shall delete individual monitoring sets on any consumers if Customer ceases to have a permissible purpose to receive consumer data on such consumers.  When Customer requests information as a potential investor or servicer, or current insurer, in connection with a valuation of or an assessment of the credit or prepayment risks associated with, an existing credit obligation (“Valuation Account Reviews”), Customer shall first obtain the prior written consent of the current account owner or servicer of such accounts and make a copy of such consent available to Equation.

3.6    Vermont Certification.  If Customer requests a consumer report on a Vermont resident, Customer agrees to comply with Vermont law. Customer expressly agrees to obtain the consumer’s consent before requesting a consumer report to the extent and in the manner required by Vermont law.

4.    Ancillary Services

4.1    Fraud Prevention Services.  Equation offers several fraud prevention services that evaluate inquiry input elements against other input elements and/or against proprietary databases, to identify potential discrepancies and/or inaccuracies. Fraud prevention service messages may be delivered with Consumer Report Information as a convenience, but are not part of a consumer’s file nor are they intended to be consumer reports.   In the event Customer obtains any fraud prevention services from Equation in conjunction with Consumer Report Information or as a stand alone service, Customer shall not use the fraud prevention services, in whole or in part, as a factor in establishing an individual’s creditworthiness or eligibility for (a) credit or insurance, or (b) employment, nor for any other purposes under the FCRA. Moreover, Customer shall not take any adverse action, which is based in whole or in part on the fraud prevention services, against any consumer.  As a result of information obtained from the fraud prevention services, it is understood that Customer may choose to obtain additional information from one or more additional independent sources.  Any action or decision as to any individual which is taken or made by Customer based solely on such additional information obtained from such additional independent source(s) shall not be deemed prohibited by this paragraph.

4.2    Reference Services.

4.2.1    Equation offers a suite of reference services from sources other than its Consumer Reporting Database (“Non-CRD Reference Services”), which it shall make available to Customer under the terms of this Agreement.  Customer shall not use Non-CRD Reference Services for marketing purposes without the prior written consent of Equation.

4.2.2    Equation also offers the suite of reference services from its Consumer Reporting Database (“CRD Reference Services”).  If  Customer  desires  to  receive  CRD  Reference  Services,  Customer  hereby  certifies  that  the  specific purpose(s) for which the CRD Reference Services will be requested, obtained and used by Customer is one or more of the following uses as described in, and as may be interpreted from time to time, by competent legislative, regulatory or judicial authority, and as being encompassed by Section (6802)(e) of the Gramm-Leach-Bliley Act, Title V, Subtitle A, Financial Privacy (15 U.S.C. § 6801-6809) (“GLB”) and the United States Federal Trade Commission rules promulgated thereunder. Customer shall not request, obtain or use such CRD Reference Services for any other purpose.

  • As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or in connection with servicing or processing a financial product or service requested or authorized by the consumer;

  • As necessary to effect, administer, or enforce a transaction requested or authorized by the consumer, or in connection with maintaining or servicing the consumer’s account with Customer and Customer is a financial institution;

  • With the consent or at the direction of the consumer;

  • To protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability;

  • For use solely in conjunction with a legal or beneficial interest held by Customer and relating to the consumer; or,

  • For use solely in Customer’s fiduciary or representative capacity on behalf of the consumer.

4.2.3    For purposes of this Agreement, the term “Reference Services” shall be deemed to include both Non-CRD Reference Services and CRD Reference Services.  Customer shall not take any adverse action against any consumer that is based in whole or in part on the Reference Services.

4.3    Depersonalized Data Services.  From time to time, Customer may desire to obtain depersonalized data (“Data Services”) identified in a Data Services request form or other mutually agreed upon document signed by an authorized representative of Customer ("Data Services Request" or "DSR").  Customer represents and warrants that Customer shall use any and all Data Services received pursuant to this Agreement solely for one or more of the following purposes:

A.    Determination of the validity of an existing risk score model or of certain data attributes, when such model or attributes will be used in conjunction with the evaluation of consumer credit information received and used under this Agreement;
B.    Building Customer's own consumer credit information-based model which model shall be used solely in conjunction with the evaluation of consumer credit information received and used under this Agreement;
C.    Review and validation of Customer's policies relating to credit eligibility or any other permissible purpose under the FCRA, which policies Customer shall use in conjunction with evaluating consumer credit information received and used under this Agreement; or,
D.    Determination of the qualitative value of consumer credit information Equation provides under this Agreement; or,
E.    Other appropriate purpose as agreed to by Equation and Customer in an applicable DSR.

4.3.1    Customer shall not use Data Services for any other purpose and shall take no action as to any individual consumer as the result of the Data Services received under this Agreement. With respect to each request for Data Services, Customer represents and warrants that: (i) it does not have the ability to match the Data Services to the identity of any consumer; (ii) it shall make no attempt to obtain data permitting it to match the Data Services to the identity of any consumer; (iii) it will not accept any information from any third party that permits such a match; and, (iv) it will make no such match.

4.4    Equation Scores.  Customer may request, in writing, that Equation provide Equation Scores to Customer, which shall include the Vantage Score, in connection with the delivery of a consumer report obtained hereunder or in connection with the delivery of Data Services under Section 4.3. Equation agrees to perform such processing as reasonably practicable. Customer shall use Equation Scores provided in connection with the delivery of a consumer report only in accordance with its permissible purpose under the FCRA certified at the time of its request for such Equation Scores. Customer will request Scores only for Customer’s exclusive use. Customer may store Scores solely for Customer's own use in furtherance of Customer's original purpose for obtaining the Scores

4.4.1    Adverse Action Factors.  Customer recognizes that factors other than the Equation Score may be considered in making a decision as to a consumer.  Such other factors include, but are not limited to, the credit report, the individual account history, application information, and economic factors.  Equation may provide score reason codes to Customer, which are designed to indicate the principal factors that contributed to the Equation Score, and may be disclosed to consumers as the reasons for required by the Equal Credit Opportunity Act ("ECOA") and its implementing Regulation (“Reg. B”).   The Equation Score itself, taking adverse action, as when accompanied by the corresponding reason codes, may also be disclosed to the consumer who is the subject of the Equation Score.  However, the Equation Score itself may not be used as the reason for adverse action under Reg. B.

4.4.2    Use of Equation Scores for Model Development or Model Calibration. Equation Scores, including the Vantage Score, obtained in conjunction with Data Services under Section 4.3 for the purpose of model development or model calibration, may be used for model development or model calibration in compliance with the following conditions: (i) the Scores may only be used as an independent variable in custom models; (ii) only the raw depersonalized Score and Score segment identifier may be used in modeling (i.e. no other Score information may be used, including, but not limited to, adverse action reasons, documentation, or   scorecards may be used); and, (iii) Customer’s depersonalized analytics and/or depersonalized  third party modeling analytics performed on behalf of Customer, using Scores, will be kept confidential and not disclosed to any third party except to: (a) Customer’s third party processing agents and other contractors of Customer who have executed an agreement that limits the use of the Scores by the third party only to the use permitted to Customer and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (b) to governmental regulatory agencies; and/or, (c) as required by law. In no event may Customer reverse engineer the Equation Scores.

4.4.3    Confidentiality of Equation Scores. The Equation Score is proprietary to Equation and shall not be disclosed to any other third party without Equation’s prior written consent, except as expressly permitted herein or where clearly required by law. All Equation Scores provided hereunder will be held in strict confidence and may never be sold, licensed, copied, reused, or reproduced, and may never be disclosed,  revealed or made accessible, in whole or in part, 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 and other contractors of Customer who have a need to know in connection with Customer’s use of the Equation Scores as permitted hereunder and who have executed a written agreement that limits the use of the Equation Scores by the third party only to the use permitted to Customer and contains the prohibitions set forth herein regarding model development, model calibration, reverse engineering and confidentiality; (iii) when accompanied by the corresponding reason codes, to the consumer who is the subject of the score, when in connection with an adverse action notice; (iv) to governmental regulatory agencies; (v) to ratings agencies, dealers, investors and other third parties for the purpose of evaluating assets or investments (e.g., securities) containing or based on obligations of the consumers to which the Scores apply (e.g., mortgages, student loans, auto loans, credit cards), provided that (a) Customer may disclose Scores only in aggregated formats (e.g., averages and comparative groupings) that do not reveal individual Scores, (b) Customer shall not provide any information that would enable a recipient to identify the individuals to whom the Scores apply, and (c) Customer shall enter into an agreement with each recipient that limits the use of the Scores to evaluation of such assets or investments; or, (vi) as required by law. Customer shall not, nor permit any third party to, publicly disseminate any results of the validations and/or other reports derived from the Equation Scores without Equation’s prior written consent. For the purpose of this Section 4.4.3, “Person” shall mean an individual, a partnership, a corporation, a limited liability company, a trust, a joint venture, an unincorporated organization and any Government Authority.   For the purpose of this Section 4.4.3, “Government Authority” means any national, provincial, state, municipal, local or foreign government, ministry, department, commission, board, bureau, agency, authority, instrumentality, unit, or taxing authority thereof

4.4.4    Equation Score Performance.   Certain Equation Scores are implemented with standard minimum exclusion criteria.  Equation shall not be liable to Customer for any claim, injury or damage suffered directly or indirectly by Customer as a result of any Customer requested changes to the exclusion criteria which result in normally excluded records being scored by such Equation Scores.   Equation warrants that the scoring algorithms used in the computation of the scoring services, provided under this Agreement, ("Models") are empirically derived from credit data and are a demonstrably and statistically sound method of rank-ordering candidate records with respect to the purpose of the Equation Scores when applied to the population for which they were developed, and that no scoring algorithm used by a Equation Score uses a "prohibited basis" as that term is defined in ECOA and Reg. B promulgated thereunder. The Equation Score may appear on a credit report for convenience only, but is not a part of the credit report nor does it add to the information in the report on which it is based.

4.5    Third Party Scores and Other Third Party Services.  Equation has the capability to offer scores derived from models built jointly with third parties, and other services provided by third parties, which are subject to additional warranties offered or terms imposed by such third parties.  If desired by Customer, such third party scores and services shall be made available pursuant to separate agreement, which shall be appended as a schedule to this Agreement.

4.6    OFAC Name Screen. Equation, as a standalone service, in conjunction with Consumer Report Information or as an append to an ancillary service, has the capability to offer an indicator in the event a consumer’s name, as supplied by Customer to Equation on input and not as may be found on Equation’s database(s), appears on the United States Department of Treasury Office of Foreign Asset Control File (“OFAC File”). In the event Customer obtains OFAC Name Screen services from Equation in conjunction with Consumer Report Information or as an append to an ancillary service, Customer shall be solely responsible for taking any action that may be required by federal law as a result of a match to the OFAC File, and shall not deny or otherwise take any adverse action against any consumer which is based, in whole or in part, on Equation’s OFAC Name Screen services.

 

ADDENDUM FOR IDENTITY AND PROPENSITY SERVICES (FCRA) 

These terms and conditions are incorporated by reference into the End User Agreement (“Income Estimator  Addendum” or “Addendum”). 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. Customer desires to obtain certain of Equation’s fraud prevention products and services, which may include, but shall not be limited to, Identity Verification (“Identity Verification”), (collectively referred to herein as the “ID Manager Services” or “IDMS” and all information derived from the IDMS collectively referred to herein as “IDMS Information”), pursuant to the following terms and conditions:

i. Customer  and  its  employees  shall  comply  with  all  applicable  federal,  state  and  local  laws,  statutes,  rules  and regulations including, but not limited to, Section (6802) (e) of the Gramm-Leach-Bliley Act (“GLB”), Title V, Subtitle A, Financial Privacy (15 U.S.C. § 6801-6809) and the United States Federal Trade Commission rules promulgated thereunder, all other applicable privacy laws, “do not call” laws,  the Drivers Privacy Protection Act (18 U.S.C. Section 2721 et seq.) (“DPPA”) and similar and/or associated state laws and regulations governing the use and disclosure of drivers’ license information, and the Telephone Consumer Protection Act (47 U.S.C. § 227) (“TCPA”), Foreign Corrupt Practices Act of 1977 (15 U.S.C. §§ 78dd-1, et seq.) (“FCPA”), the California Consumer Privacy Act, (California Civil Code §1798.100 et seq.) (“CCPA”), and similar and/or associated state laws and regulations. Subscriber and its employee’s, agent(s), or contractor(s) shall comply with relevant Federal and State laws regulating the collection, use, and retention of biometric information.  

ii. Customer shall comply with all terms and guidelines contained in Equation user guides and other related documentation (together, the “Documentation”) provided by Equation in connection with the Identity and Propensity Services.

iii. Equation and its affiliates may use the data that Customer provides pursuant to this Addendum only in connection with the Identity and Propensity Services and as may be provided by the terms and conditions that govern each Identity and Propensity Services. Equation and its affiliates may not use such data for any other purpose.  

iv. With respect to each Customer request for Identity and Propensity Services, Customer hereby certifies that Customer is the user of the Identity and Propensity Services and that Customer and its employees will request, obtain and use such Identity and Propensity Services only for the following Permitted Use (“Permitted Use”):

• To use in the normal course of business to verify the accuracy of information submitted by the consumer and if it is not correct, to obtain the correct information, but only to protect against or prevent actual fraud, unauthorized transactions, claims or other liability.

v. Customer shall not request, obtain or use Identity and Propensity Services for marketing purposes nor for any purpose except as expressly provided for herein. Moreover, Customer shall not take any adverse action, which is based in whole or in part on the IDENTITY AND PROPENSITY, against any consumer.  For the purposes of this Agreement, the terms “adverse action” and “consumer” shall have the same respective meaning as those terms are defined in the FCRA.

vi. In no event shall Customer use Identity and Propensity Services, in whole or in part, as a factor in establishing an individual’s creditworthiness or eligibility for (i) credit or insurance, or (ii) employment, nor for any other purpose under the Fair Credit Reporting Act (15 U.S.C. §1681 et seq.) (“FCRA”).

vii. To the extent that any Identity and Propensity Services contains, in whole or in part, Consumer Reports as defined in the FCRA, Customer certifies that it will request and use these Identity and Propensity Services solely for one of the permissible purposes certified in the Agreements. Customer may request and use Account Verification only subject to the written authorization of the subject consumer.

 

2. Customer shall keep all log-in identification codes (each a "User ID"), associated passwords, and other alphanumeric codes (each a “Password”) used to access and obtain the Identity and Propensity Services or Identity and Propensity Services Information confidential and secure and shall be responsible for controlling the use of each such User ID and Password to access the Identity and Propensity Services or Identity and Propensity Services Information as authorized herein.  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 forty-eight (48) hours after the discovery of any of the foregoing, notify Equation in writing at cloud-soc@finthrive.com or other such email address that Equation may communicate.  

3. Customer shall implement, and shall take sufficient 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 as such term is defined under GLB (“NPI”); (ii) protect against anticipated threats or hazards to the security or integrity of NPI; and (iii) protect against unauthorized access, acquisition, or use of NPI.  

4. In the event of any actual or suspected misappropriation or unauthorized use, access, acquisition, or disclosure of any NPI, Identity and Propensity Services, and/or Identity and Propensity Services Information, Customer shall, unless required by law, promptly, but in no event later than forty-eight (48) hours after the discovery of any of the foregoing, notify Equation in writing at cloud-soc@finthrive.com, or other such email address that Equation may communicate, and fully cooperate with Equation in mitigating any damages arising from such event. Such cooperation shall include, but not be limited to, allowing Equation to reasonably participate in the investigation of the cause and extent of such misappropriation or unauthorized use, access, acquisition, or disclosure. Such cooperation shall not relieve Customer of any liability it may have as a result of such a misappropriation or unauthorized use, access, acquisition, or disclosure. Customer agrees, that to the extent any such misappropriation, unauthorized use, access, acquisition, or disclosure, or other event is due to Customer’s (including, without limitation, its Affiliates’ employee’s, agent’s or contractor’s) negligence, intentional wrongful conduct, or breach of this Addendum, Customer shall be responsible for any required notifications, consumer, public, or otherwise, and credit monitoring (with such credit monitoring provided by Equation or its Affiliates), 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 or unauthorized use, access, acquisition, or  disclosure without Equation’s prior written consent, and, with respect to any such notifications or credit monitoring offering required by applicable law(s), Customer shall not use any Equation name, trade name, trademark, service mark, or logo in any such notifications without the prior written approval of Equation. 

5. Subject to the terms and conditions herein, Equation hereby provides Customer a limited, nonexclusive, nontransferable, non-sub licensable, revocable license to use the Identity and Propensity Services (together with all content therein, and all applications, programs, license keys, patches, updates, or upgrades provided by Equation, and any improvements, modifications, enhancements, fixes and revised versions of any of the foregoing, and any derivative works of any of the foregoing, and any combination of the foregoing, collectively defined herein as the “Software”, during the term of the applicable Service Agreement, solely for the purposes described herein and in the Documentation. As between the parties, Equation retains all right, title, and interest in and to the Software and Service and all copies and derivative works thereof, which rights include, but are not limited to, patent, copyright, trademark, trade secret, and all other intellectual property rights. Equation reserves all rights not expressly granted herein and, except as expressly granted in the Service Agreement, no right or license is granted to Customer hereunder, express or implied or by way of estoppel, to any technology or intellectual property rights. 

6. Customer shall not, directly or indirectly, authorize any person or entity to: (i) sell, rent, lease, distribute, redistribute or transfer the Identity and Propensity Services or any software development kit, as applicable, or any rights in any of the Software, or use the Identity and Propensity Services in a hosted or managed services environment; (ii) reverse engineer, decompile, disassemble, re-engineer or otherwise create or attempt to create or permit, allow, or assist others to create or derive the source code of the Identity and Propensity Services, or its structural framework; (iii) modify or create derivative works of the Software; (iv) use the Identity and Propensity Services in whole or in part for any purpose except as expressly provided under this Addendum or in the Documentation; (vi) remove any proprietary notice, labels, or marks on or in Software; or (vii) disable or circumvent any access control or related device, process or procedure established with respect to the Software. Customer may not use the Identity and Propensity Services for illegal or unlawful or malicious activities.  
 
7. During the term of Service Agreements, Equation may, upon reasonable notice and during normal business hours, audit Customer’s policies, procedures, and records which pertain to the Service Agreements to ensure compliance with the terms thereof.  

8. Service-Specific Terms 

i. Identity Alerts. Customer’s use of the Identity Alerts is subject to the Permitted Use certification above.