LifeLock 2015 Annual Report Download - page 132

 Equifax grants to Broker a non-exclusive license to use Equifax Marks solely for the purpose of attributing the source of the Credit
Information in connection with advertising, marketing and promoting the Products. All uses of the Equifax Marks must be pre-approved by Equifax, which
approval will not be unreasonably withheld. Equifax may terminate the foregoing trademark license if, in its reasonable discretion, Broker’s use of the Equifax
Mark tarnishes, blurs or dilutes the quality associated with the Equifax Mark or the associated goodwill and that problem is not cured within ten (10) days of
notice; alternatively, instead of terminating the license in total, Equifax may specify that certain materials, or portions thereof, may not contain the Equifax
Mark. Title to and ownership of the Equifax Marks, Equifax Collateral, Equifax Products and Equifax API (collectively known as the “Equifax Property”) will
remain with Equifax. Broker will use the Equifax Property exactly in the form provided and in conformance with any trademark usage policies provided by
Equifax. Broker will not take any action inconsistent with Equifax’s ownership of the Equifax Property and any benefits accruing from use of the Equifax
Property will automatically vest in Equifax. Broker will not form any combination marks with Equifax’s Marks. Notwithstanding anything to the contrary, the
license granted in this Section 2.7 does not include the right to register any domain name that includes any Equifax Mark or a word likely to be confused with
an Equifax Mark. In all materials, display of the Equifax logo must include the ® symbol and the attribution clause: “The Equifax logo is a registered trademark
owned by Equifax in the United States and other countries.”
 Broker agrees that the trademarks, trade names, product names, brands, logos, and service marks (“Vantage Marks”) for VantageScores
and VantageScore credit scoring models will remain the sole property of VantageScore Solutions, LLC. Equifax grants and Broker obtains a limited, non-
exclusive, non-transferable, royalty free license to use and display the Vantage Marks in connection with [the activities solely permitted by this Agreement.
The use of the Vantage Marks under the preceding license is limited to use only in connection with the Services covered by this Agreement, and the Broker
expressly agrees not to use the Vantage Marks in connection with any products or services not covered by this Agreement. Any use of the Vantage Marks is
subject to VantageScore Solutions, LLC’s prior written authorization. Broker further agrees it will include the Vantage Marks in all advertising and marketing
materials which reference the VantageScores or Vantage models and it will comply with the VantageScore Trademark Policy and Brand Guidelines, which
may be changed from time to time upon written notice. All use of the Vantage Marks will accrue solely to the benefit of VantageScore Solutions, LLC.
 Broker will not use any Equifax Mark or Vantage Marks or otherwise refer to Equifax or VantageScore in any paid search or pay per click
advertising or negative key words.
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To the extent Broker directly uses the Equifax name, Broker will seek Equifax approval of marketing collateral prior to its publication and release whether
such marketing collateral is produced directly by Broker or pursuant to an agreement with a third party marketer. Al l other Broker-created advertising,
marketing and promotional material that describes Equifax Credit Information or which refers to the nature or capabilities of Equifax or Equifax Credit
Information will follow the guidelines supplied by Equifax in Exhibits A and B. Compliance with the suggestions of the marketing guidelines may be subject to
audit by Equifax. If applicable, Equifax will be provided a minimum of five (5) business days in which to review and approve advertising, marketing and
promotional material.
 
No more than once annually, Equifax may conduct technical reviews of Broker’s procedures to analyze how Equifax Credit Information is displayed, re-
formatted or re-packaged in the Broker Products. Further, Equifax may conduct reasonable audits of the procedures and practices of Broker in connection
with its compliance with its obligations and responsibilities under this Agreement. Further, Equifax, upon 30 days written notice, may suspend Broker's rights
of access to, and use of, Equifax Credit Information if Equifax determines that Broker is not in compliance with its obligations in connection with the access
and use of Equifax Credit Information. In that event, Equifax will immediately notify Broker of those circumstances with specific remedial steps Broker may
take to avoid suspension.
 
Broker recognizes that the accuracy of any information furnished is not guaranteed by Equifax, and Broker releases Equifax and Equifax's parent, sister, and
affiliated companies, and its and their officers, agents, employees and independent contractors from any liability for any negligence in connection with the
preparation of Equifax Credit Information and from any loss or expense suffered by Broker or Consumer Subjects or others resulting directly or indirectly from
Equifax Credit Information. Broker covenants not to sue or maintain any claim, cause of action, demand, cross-action, counterclaim, thirdparty action or other
form of pleading against Equifax, Equifax's parent, sister, and affiliated companies, and its and their officers, agents, employees and independent contractors
arising out of or relating in any way to the accuracy or inaccuracy, validity or non-validity, of any of the Equifax Credit Information.
 
6.1 General Warranties. Each party represents and warrants to the other that: (i) it is organized and existing in
