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<br /> available upon Client's request and may incur a monthly fee party, in furnishing Information or the Information Services to
<br /> as outlined in Exhibit C. the other, underwrites or assumes the other's risk in any
<br /> manner. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN
<br /> IV. TERM AND TERMINATION THIS AGREEMENT, OR ANY AMENDMENT, NEITHER PARTY
<br /> GUARANTEES OR WARRANTS THE CORRECTNESS,
<br /> 1. This Agreement will remain in full force and effect COMPLETENESS, CURRENTNESS, MERCHANTABILITY OR
<br /> for one (1) year from the Effective Date. Thereafter, it shall FITNESS FOR A PARTICULAR PURPOSE OF THE
<br /> automatically renew for additional one (1) year periods. INFORMATION OR SERVICES PROVIDED TO THE OTHER.
<br /> Either party may terminate this Agreement at any time for NEITHER PARTY, NOR ANY OF ITS DIRECTORS, OFFICERS,
<br /> convenience, with or without reason or cause, upon thirty AGENTS, EMPLOYEES, CONTRACTORS, LICENSORS,
<br /> (30)days written notice to the other party. AFFILIATED COMPANIES OR AFFILIATED CREDIT BUREAUS
<br /> ("AFFILIATED PERSONS AND EN1111ES") WILL BE LIABLE TO
<br /> 2. This Agreement will terminate during any current THE OTHER FOR ANY LOSS OR INJURY ARISING OUT OF,OR
<br /> term (a) upon written agreement of the parties; (b) in the CAUSED IN WHOLE OR IN PART BY, THEIR ACTS OR
<br /> event that Equifax or Client ceases to conduct business in a OMISSIONS, EVEN IF NEGLIGENT, IN PROCURING, ANY
<br /> normal course, becomes insolvent, makes a general INFORMATION OR IN PROVIDING THE INFORMATION
<br /> assignment for the benefit of creditors, suffers or permits the SERVICES OR ANY INFORMATION. Client recognizes that
<br /> appointment of a receiver for its business or assets, or avails accessing the consumer credit database with additional
<br /> itself of, or becomes subject to, any proceeding under the information or different identification information on a
<br /> Federal Bankruptcy Code of 1978, as amended, or any consumer, or at a different time from a prior request for
<br /> similar state insolvency or bankruptcy statutes, and either information, may result in file content different from that on
<br /> party gives the other written termination notice following that the date of the original access.
<br /> event; or (c) as otherwise provided in this Agreement. In
<br /> addition, if either party materially breaches this Agreement, 2. CLIENT WILL INDEMNIFY AND HOLD HARMLESS
<br /> the non-breaching party may terminate this Agreement after EQUIFAX AND ITS AFFILIATED PERSONS AND ENTITIES
<br /> providing written notice of the breach to the breaching party FROM AND AGAINST ANY DIRECT AND ACTUAL LOSS,
<br /> with thirty (30) days opportunity to cure. Equifax may, in its COST, LIABILITY AND EXPENSE (INCLUDING
<br /> own discretion, suspend services during any cure period. REASONABLE ATTORNEYS' FEES) RESULTING FROM
<br /> Either party, by written notice to the other party, may CLAIMS OF A THIRD PARTY AGAINST ANY SUCH
<br /> immediately terminate this Agreement or suspend any INDEMNITEE ARISING OUT OF CLIENTS BREACH OF
<br /> Information Service(s) if based on a reasonable belief that SECTIONS 1.3, 1.7, 1.8,VI., OR VII. OR EXHIBIT B OF THIS
<br /> the other party has violated the FCRA, the ECOA, any of the AGREEMENT.
<br /> state law counterparts to the FCRA or ECOA, or any other
<br /> applicable law or regulation. 3. EQUIFAX SHALL INDEMNIFY AND HOLD CLIENT
<br /> AND ITS AFFILIATED PERSONS AND ENTITIES
<br /> 3. Notwithstanding anything to the contrary in this HARMLESS FROM AND AGAINST ANY DIRECT AND
<br /> Agreement, if the continued provision of all or any portion of ACTUAL LOSS, COST, LIABILITY AND EXPENSE
<br /> the Information Services becomes impossible, impractical, or (INCLUDING WITHOUT LIMITATION REASONABLE
<br /> undesirable due to a change in applicable federal, state or ATTORNEYS' FEES) RESULTING FROM CLAIMS OF A
<br /> local laws or regulations, as determined by Equifax in its THIRD PARTY AGAINST ANY SUCH INDEMNITEE
<br /> reasonable judgment, or due to circumstances imposed by ARISING OUT OF EQUIFAX'S BREACH OF ITS
<br /> Equifax's third party vendors or data sources, Equifax may OBLIGATIONS UNDER SECTION VI. OF THIS
<br /> either (a) cease to provide the affected services within, or AGREEMENT.
<br /> pertaining to persons residing within,the affected jurisdiction,
<br /> or (b) establish new prices which will apply to the affected 4. NOTWITHSTANDING ANYTHING TO THE
<br /> services when provided or delivered within, or pertaining to CONTRARY IN THIS AGREEMENT, NEITHER PARTY,
<br /> persons residing within,the affected jurisdiction,which prices NOR ANY OF ITS AFFILIATED PERSONS AND ENTITIES,
<br /> will be reasonably calculated to cover the costs incurred by WILL BE RESPONSIBLE FOR CONSEQUENTIAL,
<br /> Equifax in complying with the applicable laws or regulations INCIDENTAL, INDIRECT, EXEMPLARY OR SPECIAL
<br /> and will become effective on the date specified in such notice DAMAGES, INCLUDING LOST PROFITS.
<br /> unless Client objects in writing, in which case Equifax may
<br /> exercise its rights under clause (a) above. Equifax will VI. CONFIDENTIALITY
<br /> attempt to provide written notice of its actions as far in
<br /> advance of the effective date as is reasonably possible under Client agrees to hold in confidence all consumer report
<br /> the circumstances. information received through the Information Services
<br /> provided by Equifax, except as provided in Section 1.7. Each
<br /> 4. The obligations of Sections V, VI and all other party acknowledges that all other materials and information
<br /> indemnification, defense and hold harmless obligations will disclosed to the other party ("Recipient") in connection with
<br /> survive the termination of this Agreement. the performance of this Agreement, including the terms of
<br /> this Agreement and the pricing terms contained in Exhibit C,
<br /> V. WARRANTY, INDEMNIFICATION AND consist of confidential and proprietary data. Each Recipient
<br /> LIMITATION OF LIABILITY will hold those materials and that information in strict
<br /> confidence, and will restrict its use of those materials and
<br /> 1. Client and Equifax recognize that every business that information to the purposes anticipated in this
<br /> decision represents an assumption of risk and that neither Agreement. If the law or legal process requires Recipient to
<br /> Standard Agreement for Service—On Line Services Only LRD 4/29/09 9 4 3
<br /> #.43064v17
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