EQUIFAX DEVELOPER PORTAL TERMS OF USE ('Terms')

Effective Date: June 2019

We are Equifax Limited, a company registered in England and Wales under registered company number 2425920 and our registered address is at 1 Angel Court, London, EC2R 7HJ (‘Equifax’ ‘us’ ‘our’). Equifax Limited is authorised and regulated by the Financial Conduct Authority.

‘You’ are the developer using the Equifax Developer Portal on behalf of the entity, employer or organisation that You are employed by or work for (‘Your Organisation’). You warrant that You have the authorisation to bind Your Organisation to these Terms.

The Developer Portal offers the following tiered services to organisations:

  • Tier 1, Sandbox Environment;
  • Tier 2, Test Environment;
  • Tier 3, Live Environment.

collectively, these tiered services are called the ‘Developer Services’

You will be required to register to use the Developer Portal and once Your Organisation intends to move from the Tier 1 services to Tier 2 services, Your Organisation will be required to enter into any or all of the following legal agreements with Equifax: a Non-Disclose Agreement, a Testing and Development Agreement and/or a Master Services Agreement (‘the Developer Portal Legal Agreements’).

You can review our Developer Portal Privacy Policy, which provides information regarding our handling of any personal information that You may provide to us during the Developer Portal registration process.

By accepting these Terms and by accessing or using the Developer Services in any manner, You, on behalf of Your Organisation, are indicating that You have read and agree with these Terms and that you will follow all laws, rules and regulations applicable to the use of the Developer Services. If you do not agree with these Terms, please do not use the Developer Services. By accessing or using the Developer Services and the associated licenses, You agree to be bound by these Terms, which are effective as of the date you register with this portal. Once registered, You will have access to the proprietary developer application programming interface (“API”) and the Data that will be available via the API.

Data in these Terms means, as applicable, either:

  1. the dummy information which You will have access to, via the Developer Portal, as part of the Sandbox Tier 1 service. The dummy information will NOT relate to any actual person or entity and will NOT contain any personal data; or
  2. the API live data which You will receive when Your Organisation moves to Tier 3 Developer Services and after Your Organisation has entered into one or all of the Developer Portal Legal Agreements.

THE PROCESS

  1. Developer Services Account

    You will need to use an Equifax Developer Portal account in order to use the Developer Services. During the approval process You will be sent an email which will contain a link for You to click to activate your account. Equifax may withhold or decline approval of your account for any reason. It is your responsibility to keep your password, account credentials, and accounts secure at all times. You should notify Equifax immediately if any unauthorised use, or suspected unauthorised use, of your Equifax account occurs or if any other breach of security occurs. Equifax is not liable for any loss or damage arising from your failure to comply with these requirements.

  1. Registration.

    2.1 You will be required to provide certain information (e.g., your contact details, description of your product or service etc.) as part of the registration process, to access the Developer Services. You agree you will update your registration information in the ‘My Account’ section of the portal so that it is always accurate. You are only allowed to register for and use one (1) set of login credentials, unless otherwise permitted by Equifax in writing, including via email.

    2.2 When You move to Tier 2 Services, You will be assigned unique login credentials (‘Client ID and Client Secret’) to access the Developer Portal. The Client ID and Client Secret enables your application to access and use the Developer Services on a non-exclusive basis. All calls to the API made by your application must include your Client ID and Client Secret. You must keep your Client ID and Client Secret confidential at all times and you may not share it with any third party. You will use only a single account to request Client ID and Client Secret from Equifax. You are solely and entirely responsible for all uses of the API occurring under your Client ID and Client Secret.

  1. Equifax Inc. Group Companies

    Equifax Inc. and its affiliates may provide the Equifax Developer Services to You on behalf of Equifax Ltd from time to time and these Terms will govern your relationship with these companies. A company is an “affiliate” of another company if it directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the other company.

  1. The Developer Portal Licenses

    ‘Intellectual property rights’ in these Terms means all patents, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
    4.1 Grant of License/ No Other Rights. Upon completion of your registration with the Developer Portal, Equifax grants You a revocable, non-exclusive, non-transferable, non-assignable, limited licence to implement the API in your application so that your application can access and query the Data. In other words, you may develop an application (e.g., a web site, mobile device application, personal computer application) that is designed to access and query the Data solely via Equifax’s API platform. Except as otherwise expressly stated in these Terms, you are not granted any other rights to sublicense, distribute or make available the API and/or Data to any third party or to facilitate the distribution or delivery of any Data through your application without appropriate agreement(s) first being executed with Equifax by You and/or the End User(s) (as defined below).

    4.2 Granted To End Users. You acknowledge and agree that prior to any access being made available to a third party to an application developed by You and made available via the API, You must successfully complete all Equifax-required credentialing documentation. In addition, You and Equifax must execute a separate written agreement that will govern the access and availability of an application via the API to third party customers (the “End Users”). You will require your End Users to comply with (and not knowingly enable them to violate) applicable law, regulation, the Terms, and any terms agreed to by the parties in the Developer Portal Legal Agreements. 

    4.3 License Requirements and Restrictions.The licence granted in Term 4.1 above is subject to the following general restrictions:

      • You shall not do anything that infringes Equifax's title and intelectual property rights in the API; 
      • You shall not submit any false or misleading information regarding your access and use of the API;
      • Any application You develop utilising the API shall be designed to access and use the Data only as authorised by Equifax pursuant to the Developer Portal Legal Agreements;
      • You shall not access or attempt to access any Equifax database other than through the API;
      • You shall not falsify or alter any unique identifier (e.g., Client ID and Client Secret) in, or assigned to, your application, or otherwise obscure or alter the source of queries coming from your application;
      • when requested by Equifax, You shall provide instructions on how Equifax can access any application you have developed utilising the API;
      • if you implement the API in a restricted manner (for example, a password protected web site or an application which requires registration) You shall provide (if requested) Equifax with the ability to access the product or service as a credentialed user;
      • You shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Data or the API in an attempt to re-identify into personal data any Data that has been de-identified or aggregated;
      • You shall not violate or attempt to violate the security of the API (e.g., accessing a server or account you do not have authorisation for; attempting to test, scan, probe, or hack the vulnerability of the API or any network used by the API; attempting to circumvent any authentication measures; overload, flooding or pinging the API);
      • You shall not transmit or otherwise make available any material that contains a software virus or any other computer code, files, or programs designed to: (i) interrupt, destroy, or limit the functionality of any equipment (including software and hardware), or (ii) spy on the activities of others;
      • You shall not use the API in a manner that, in Equifax’s sole discretion, exceeds reasonable request volumes, constitutes excessive or abusive use, or otherwise fails to comply with or is inconsistent with these Terms;
      • You shall not use the API in any manner to stalk, harass, invade the privacy of, or otherwise cause harm to, any person or entity; 
      • You shall not use the API in any manner that exposes Equifax to any harm or liability of any nature;
      • You shall not use the API in any manner that disparages Equifax or its products or services, or infringes any Equifax intellectual property or other rights;
      • You shall not use the API or display related content in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and Equifax, other than your permitted use of the API under the terms of the Developer Portal Legal Agreements; 
      • You shall not make any representations or warranties about the API to any third party; and
      • You shall not use API in violation of any laws or in any manner that would cause Equifax to violate any laws, rules, or regulations.

    4.4 Data-Related Restrictions. The licence granted in Term 4.1 above is also subject to the following restrictions regarding the Data:

      • You shall not do anything that infringes Equifax's title and intelectual property rights in the Data; 
      • You shall only design an application to present the Data in response to an individual query (i.e., you may not design an application in a manner that allows the presentation of the Data in bulk format);
      • You shall not provide access to any portion of the Data to any party without the prior written consent of Equifax;
      • You shall use industry best practices to prevent the misuse of, and unauthorised access to, the Data;
      • You shall not use any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the Data, or permit any third party to do the same;
      • You shall take reasonable precautions to prevent caching, indexing, storage, redisplay or other persistence of Equifax data through any means other than as specifically intended and approved by the proposed application;
      • You shall not design an application that allows or facilitates the use of the Data as a derivative database to verify, confirm, enhance, audit, update, or develop any files, products, or databases owned, licensed, or marketed by other companies;
      • You shall not make any representations or warranties about the Data to any third party; and
      • You shall not design an application that allows or facilitates the use of the Data in any manner to stalk, harass, embarrass, invade the privacy of, or otherwise cause harm to, any person or entity.
  2. Technical Restrictions & Non-Use

    The following technical restrictions may apply to your use of the Developer Portal:

      • Periodic Cap. Your use of the API may be limited to calls to the API over a given time period as may be notified to You. If you exceed the limit, the API may temporarily stop working for You. If You exceed the limit on more than one (1) occasion, your access to, and use of, the API may be permanently terminated. Equifax reserves the right to change these limits and caps at any time in its sole discretion.
      • Throttle Rate. The rate at which the API may be called (the “Throttle Rate”) may be set out in writing to you. You will not attempt to circumvent any technical measures we may put in place to enforce the Throttle Rate. Equifax reserves the right to change the Throttle Rate at any time in its sole discretion.
      • Accounts that are not used for thirty (30) days or more may be disabled at Equifax’s discretion.
  3. Global Laws

    Recognising the global nature of the Internet, when using the Developer Portal, You agree to comply with all relevant rules and regulations, including laws about the Internet, data, email, export and privacy.

  4. Fees

    The API for Tier 1 Sandbox Services is currently offered and provided without charge; however, Equifax reserves the right to implement a fee and payment terms for use at any time in its sole discretion. Fees for Tier 2 and Tier 3 Developer Services will be set out in the Developer Portal Legal Agreements.

  5. Violations. If you become aware of a breach of any part of these Terms by you, you shall take immediate action to remedy such violation, including notifying Equifax of such violation at the address shown above.
  6. The Data. The Data accessible via the API may be changed, updated, or deleted without notice for any reason at Equifax’s sole discretion.
  7. Future Versions. Equifax reserves the right to release subsequent versions of the API and to require you to obtain and use the most recent version within ninety (90) days of the release. Failure to obtain and use the most recent version may cause a suspension of access to the API.
  8. Availability/Support. Equifax will, in its sole discretion, use commercially reasonable efforts to provide access to the API to you twenty-four (24) hours a day, seven (7) days a week subject to normal and emergency maintenance downtimes, but it shall not be responsible for any disruption of the API, regardless of length or cause. Furthermore, Equifax shall not be liable and shall be held harmless for all (whether direct or indirect) losses or damages, costs, penalties, fines and/or expenses you may incur due to any errors or omissions in the Data, or due to your inability to access the Data due to disruption of the API. Your sole remedy for breach of this section shall be to terminate these Terms.
  9. Featured Application. Equifax may feature applications on https://developer.equifax.co.uk and/or http://www.equifax.co.uk (each a "Site" and collectively the "Sites"). At Equifax’s sole discretion, Equifax may select your application for featuring, in which case the posted content may include: (i) your name or the name of the entity you represent; (ii) your trade names, logos, trademarks, or service marks, or the trade names, logos, trademarks, or service marks of the entity that you represent; (iii) a screen shot of your application; (iv) a short text description; and (v) a link to your application’s web site. If your application is selected, you grant Equifax and its affiliates a non-exclusive, worldwide, royalty-free limited license to use, copy, reproduce, publish, and distribute the content described above (including any trade names, logos, trademarks, or service marks) for purposes of featuring your application.
  10. Monitoring and Enforcement. You consent and agree that Equifax may monitor or audit your use of the API or other Developer Services. You agree to cooperate with any monitoring or audit, and you will not interfere with or otherwise attempt to block any monitoring or audit. Equifax reserves the right to investigate and take appropriate action, including legal action, in its sole discretion, against anyone who violates these Terms. In addition to any other available remedies, Equifax may, at its sole discretion, seek specific performance, injunctive relief, and/or legal fees.

USER CONTRIBUTIONS.

  1. The Site may contain message boards, chat rooms, personal web pages or profiles, forums, bulletin boards, tutorials, and other interactive features (collectively, “Interactive Services”) that allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User Contributions”) on or through the Site.
  2. All User Contributions must comply with any Content Standards set out in these Terms or as may be communicated to You.
  3. Any User Contribution you post to the site will be considered non-confidential and non-proprietary. By providing any User Contribution on the Site, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute and otherwise disclose to third parties any such material for any purpose.
  4. You represent and warrant that:
    • You own or control all rights in and to the User Contributions and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns.
    • All of your User Contributions do and will comply with these Terms.
  5. You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Equifax, have fully responsibility for such content, including its legality, reliability, accuracy and appropriateness.
  6. We are not responsible, or liable to any third party, for the content or accuracy of any User Contributions posted by you or any other user of the Site.
  7. Monitoring and Enforcement; Termination.
    1. We have the right to:
      1. Remove or refuse to post any User Contributions for any or no reason in our sole discretion.
      2. Take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates the Terms, including the Content Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Site or the public or could create liability for Equifax.
      3. Disclose your identity or other information about You to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy.
      4. Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorised use of the Site.
      5. Terminate or suspend your access to all or part of the Site for any or no reason, including without limitation, any violation of these Terms.
    2. Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Site. YOU WAIVE AND HOLD HARMLESS EQUIFAX AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.
    3. However, we do not undertake to review material before it is posted on the Site, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or non-performance of the activities described in this section.
  8. Content Standards.
    1. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable English and international laws and regulations. Without limiting the foregoing, User Contributions must not:
      1. Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.
      2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
      3. Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
      4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms and our Privacy Policy
      5. Be likely to deceive any person.
      6. Promote any illegal activity, or advocate, promote or assist any unlawful act.
      7. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person.
      8. Impersonate any person, or misrepresent your identity or affiliation with any person or organisation.
      9. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.
      10. Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
  9. Reliance on Information Posted.
    1. The information presented on or through the Site is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance You place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by You or any other visitor to the Site, or by anyone who may be informed of any of its contents.
    2. This Site may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Equifax, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Equifax. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

INTELLECTUAL PROPERTY.

    1. Ownership. As between Equifax and You, Equifax exclusively owns and reserves all right, title, and interest (including all intellectual property rights) in and to the Site, including all programs, features, functions (as well as the combination and “look and feel” of the same), and subsequent updates or upgrades of any of the foregoing made generally available by Equifax, including without limitation the Data, APIs, the API documentation, any URLs, any technical support, and/or any software or technology provided to you in connection with your use of any of the above. All rights not expressly granted to You in these Terms are retained by Equifax.
    2. Suggestions. You hereby irrevocably assign and agree to irrevocably assign, without charge, all intellectual property rights relating to oral and written comments and suggestions provided by You relating to the Site (including without limitation the APIs, the API documentation) (“Suggestions”). At Equifax’s expense, You will take all actions deemed necessary by Equifax in order for Equifax to record, perfect, and maintain its rights in and to all Suggestions. Without limiting the foregoing, Equifax will have an unlimited, worldwide, royalty-free right to use and modify all Suggestions, and Equifax will have no confidentiality obligations with respect to any Suggestions. Any feedback you provide at this Site shall be deemed to be non-confidential. Equifax is free to use such information on an unrestricted basis.
    3. Trademarks. Equifax trademarks and graphics used in connection with the Site are the property of Equifax. All other trademarks and graphics used are the property of their respective owners.

TERM AND TERMINATION.

    1. Term. These Terms shall commence on registration and continue in full force and effect until terminated herein (the “Term”).
    2. Suspension/Termination. Equifax may suspend or terminate all or any aspect of the API at any time. Equifax may suspend or terminate your access to and use of the API at any time for any reason. You may terminate these Terms at any time for any reason by giving Equifax written notice of the same unless the Developer Portal Legal Agreements Your Organisation has entered into contains termination notice, in which case the termination notice must be adhered to. In the event of termination of the API, your access and use of the API and all licenses shall immediately terminate, and you shall promptly remove the API from your application and delete any and all copies of the Data before certifying in writing to Equifax confirmation of Your compliance with this section.
    3. Revision to the Terms. Equifax may revise these Terms at any time by updating this posting, which revisions will be binding upon all visitors to the Site as well as any End Users. You should visit this posting to review these Terms from time to time as you visit the Site.
    4. Non-compliance. You hereby agree that Equifax may change, revise, or modify these Terms at any time in its sole discretion, and that You will review these Terms on a regular basis. Equifax will provide advance notice of changes by posting information on the API web page and by changing the “lasted updated” date and the end of these Terms. Your continued use of the API after notice of changes has been given shall constitute your acceptance of the revised terms. If you do not agree to the changes, you may terminate these Terms by discontinuing use of the API and providing written notice to Equifax.

NOTICES.

    1. To You. In connection with your access to and use of the API, you must submit a working e-mail address. You hereby agree that we may deliver notices to you via that e-mail address. Notices delivered via e-mail shall be deemed given and received on the transmission date of the e-mail. We may also provide certain notices to You by posting information on the Developer Portal.
    2. To Equifax. If you need to communicate with Equifax, written notices should be sent to the address above.
    3. REPRESENTATIONS/DISCLAIMER.
      1. Representations. You represent and warrant to Equifax that (a) You are authorised to enter into these Terms on behalf of Your Organisation; (b) Your acceptance of these Terms does not violate any outstanding obligation You or Your Organisation has to any third party; (c) You shall use the API strictly in accordance with these Terms; (d) You are of the legal age of majority in the jurisdiction in which you reside and are legally permitted to register as a developer; and (e) You have provided accurate registration information.
      2. Disclaimer of Warranties
        • EQUIFAX DOES NOT PROMISE THAT THE SITE, THE API, THE DATA OR ANY CONTENT, SERVICE OR FEATURE OF THE SITE WILL BE ERROR-FREE OR UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED, OR THAT YOUR USE OF THE SITE, THE API OR THE DATA WILL PROVIDE SPECIFIC RESULTS. THE SITE, THE API, THE DATA AND ITS CONTENT ARE DELIVERED ON AN “AS-IS” AND “AS-AVAILABLE” BASIS.
        • EQUIFAX CANNOT ENSURE THAT ANY FILES OR OTHER DATA YOU DOWNLOAD FROM THE SITE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. EQUIFAX DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF ACCURACY, NON-INFRINGEMENT, MERCHANTABILITY/SATISFACTORY AND FITNESS FOR A PARTICULAR PURPOSE. EQUIFAX FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE SITE. YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND ANY LINKED SITES. YOUR SOLE REMEDY AGAINST EQUIFAX FOR DISSATISFACTION WITH THE SITE OR ANY CONTENT IS TO STOP USING THE SITE OR ANY SUCH CONTENT. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES

LIMITATION ON LIABILITY / INDEMNIFICATION.

    1. Except where prohibited by law (such as liability for (i) death or personal injury caused by negligence, (ii) fraud or fraudulent misrepresentation or (iii) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982), in no event will Equifax be liable to You for any direct, indirect, consequential, exemplary, incidental or punitive damages, including lost profits, even if Equifax has been advised of the possibility of such damages. If, notwithstanding the other provisions of these Terms, Equifax is found to be liable to You for any damage or loss which arises out of or is in any way connected with your use of the Site or any content, Equifax’s liability shall in no event exceed £100. You, on behalf of Your Organisation, agree to indemnify, defend and hold harmless Equifax and any of our officers, affiliates, directors, shareholders, employees and agents, from and against any and all loss, costs damage assessments, injuries, penalties, expenses (including reasonable legal fees and costs), claims and liabilities arising out of or incurred due to your: (i) breach of these Terms, (ii) use or misuse of the API or Data including breaching related intellectual property rights in the same, (iii) negligence, misconduct, misrepresentation to End Users, or (iv) failure to abide by the restrictions set forth herein. You shall not, without the prior written consent of Equifax, settle, compromise, or consent to the entry of any judgment or order that could impose any liability or obligation upon Equifax. If Equifax is threatened with suit or is sued by a third party, Equifax may seek written assurances from You concerning your promise to indemnify Equifax, and any failure to provide such assurances can be considered by Equifax to be a material breach of these Terms. Equifax will have the right to participate in any defence by You of any indemnified claim, with counsel of Equifax’s choice at your expense.  This section shall survive termination of the Terms.

MISCELLANEOUS.

    1. Confidentiality. “Confidential Information” in these Terms means all valuable or potentially valuable information, whether communicated in oral, written, electronic or other form prior during or after the Developer Services including, but not limited to, all information concerning the business, affairs, finances, clients or contracts of Equifax, and any and all other business information which is either clearly indicated as confidential at the time of disclosure or which by its nature should reasonably be treated as secret or confidential.
    2. You undertake that you shall keep the Confidential Information confidential and secure, and shall use at least the same standard of care to protect the Confidential Information as You employ for the protection of Your own proprietary information, but in no case less than a commercially reasonable standard of care.
    3. You undertake that you shall not at any time, and for a period of five (5) years after termination of the Terms, disclose to any third party any Confidential Information.
    4. Waiver. Equifax shall not be deemed, by any act or omission, to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Equifax, and then only to the extent specifically set forth in such writing. A waiver with reference to a particular event shall not be construed as a continuing waiver of any right or remedy as to a subsequent event.
    5. Severability. If the application of any provision or provisions of these Terms to any particular facts or circumstances shall be held to be invalid or unenforceable by any court of competent jurisdiction, then: (i) the validity and enforceability of such provision or provisions as applied to any other particular facts or circumstances and the validity of other provisions of these Terms shall not in any way be affected or impaired thereby, and (ii) such provision or provisions shall be reformed without further action by the parties hereto and only to the extent necessary to make such provision or provisions valid and enforceable when applied to such particular facts and circumstances.
    6. Governing Law/Venue. These Terms shall be governed and construed under the laws of England and Wales. Each party consents to the exercise of jurisdiction by the English courts.
    7. Independent Contractors. Equifax and You are independent contractors under these Terms and nothing herein will be construed to create a partnership, joint venture, franchise or agency relationship between Equifax and You. Neither party has any authority to enter into an agreement of any kind on behalf of the other party.
    8. No Third Party Beneficiaries. No other person shall have any rights, interest or claims hereunder or be entitled to any benefits under or on account of these Terms as a third-party beneficiary or otherwise.
    9. Force Majeure. Equifax will not be deemed to be in default of or to have breached any provision of these Terms as a result of any delay, failure in performance or interruption of the API, resulting directly or indirectly from acts of nature, acts of civil or military authorities, civil disturbances, wars, strikes or other labour disputes, fires, transportation contingencies, interruptions in telecommunications or Internet services or network provider services, failure of equipment and/or software, other catastrophes or any other occurrences which are beyond Equifax’s reasonable control.
    10. Assignment and other dealings. You may not assign, delegate, or transfer your rights and obligations under these Terms to any third party (including a successor-in-interest, or pursuant to a sale, merger, or other corporate transaction) without the express prior written consent of Equifax. You acknowledge that Equifax may assign, subcontract or delegate these Terms without your consent (including, but not limited to, the appointment of third party IT infrastructure providers and adopt public cloud technology for the hosting of data). All of the terms, provisions, and conditions of these Terms shall inure to the benefit of and shall be enforceable by the parties hereto and their respective successors and assigns.
    11. Reservation of Rights. Any rights not expressly granted in these Terms are reserved by Equifax.
    12. Entire Agreement. These Terms and any Developer Portal Legal Agreements that may be entered into between Equifax and Your Organisation, contain the entire understanding between the parties with respect to the subject matter hereof, and supersede all prior agreements and understanding, express or implied or written, among the parties.