It’s easy to apply. It takes just two easy steps.
- Read carefully the Referral Agreement on this page. If you choose to accept the agreement, you will be directed to the application.
- Fill out the application and click the "Apply" button. We will receive your application and will send you an e-mail denoting your acceptance or rejection into the Equifax Link Partner Program.
So, please begin the application process by reading carefully the following agreement:
NOTICE. Carefully read and review the following Referral Agreement (the "Agreement"). This Agreement provides the terms and conditions of the relationship between you(the individual or entity) (the "Referring Party") and Equifax Consumer Services, Inc. ("Equifax Consumer Services"). Once you have read and reviewed this Agreement, acknowledge your understanding of, agreement to and acceptance of the Agreement’s terms and conditions by "clicking" the "Accept Referral Agreement" button set forth below.
You acknowledge and understand that Equifax Consumer Services may deny your application for any reason and that Equifax Consumer Services may not disclose such reason to you.
REFERRAL AGREEMENT
RECITALS
The parties desire that (i) the Referring Party place the Equifax Consumer Services Link on the Referring Party Site; such that any Internet user may access the Services through the Referring Party Site by clicking through the Equifax Consumer Services Link, and (ii) Equifax Consumer Services pay the Referring Party a percentage of the net sales of the Services.
In consideration of the mutual promises contained herein, and other valuable and sufficient consideration, the receipt of which is hereby acknowledged, Equifax Consumer Services and the Referring Party agree as follows:
TERMS
- DEFINITIONS. The following definitions shall apply to the Agreement:
1.1. "Company Information" means collectively the Confidential Information and Trade Secrets. Company Information also includes information which has been disclosed to the disclosing party by a third party, and that the disclosing party is obligated to treat as confidential or secret.
1.2. "Confidential Information" means any and all information related to the services and/or business of a party that does not constitute a Trade Secret and that is treated as confidential or secret by the party (that is, it is the subject of efforts by the disclosing party that are reasonable under the circumstances to maintain its secrecy) including, but not limited to, the terms and conditions of this Agreement. "Confidential Information" shall not include information (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, (d) lawfully obtained from any third party without any obligation of confidentiality, or (e) required to be disclosed by law.
1.3. "Equifax Consumer Services Link" means the graphical or textual link(s) which are capable of hyperlinking to the Equifax Consumer Services Site.
1.4. "Equifax Consumer Services Site" means, a World Wide Web site owned, managed, operated and maintained by Equifax Consumer Services, that is available to any Internet user with a major branded browser through such URL as may be chosen by Equifax Consumer Services in its sole discretion, and through which Equifax Consumer Services provides, among other things, the Services.
1.5. "Initial Term" shall have the meaning set forth in Section 6.1 herein.
1.6. "Referral" means each instance in which Equifax Consumer Services receives a fee from an Internet user, pursuant to such Internet user purchasing from the Equifax Consumer Services Site a consumer credit product or other Equifax Consumer Services product; provided, that such Internet user (1) initially accessed and visited the Equifax Consumer Services Site by clicking through the Equifax Consumer Services Link located on the Referring Party Site, and (2) purchased such consumer credit product or other Equifax Consumer Services product available through the Equifax Consumer Services Site during such visit (same session) to the Equifax Consumer Service Site.
1.7. "Reporting.Net Site" means the web site at www.equifax.reporting.net which the Referring Party will need to access to review its sales reports and to obtain the guidelines to establish and change the Equifax Consumer Service Link.
1.8. "Referral Payment" shall have the meaning set forth in Section 2.1(c).
1.9. "Referring Party Site" means, collectively, all pages of the Referring Party’s various Web sites available through the World Wide Web (and any replacement or successor thereto).
1.10. "Renewal Date" shall have the meaning set forth in Section 6.1 herein.
1.11. "Renewal Term(s)" shall have the meaning set forth in Section 6.1 herein.
1.12. "Services" shall be limited to presenting through a World Wide Web site consumer credit products and related content, products and services (including, but not limited to, the following products: Equifax Credit Profile™ and Equifax Credit Watch™) for the accessing, ordering and purchasing thereof by an Internet user which may visit such Site.
1.13. "Term" means the Initial Term and any Renewal Term(s) of this Agreement as defined in Section 6.1 herein.
1.14. "Territory" means the United States.
1.15. "Trade Secrets" means all non-public information whether tangible or intangible related to the services or business of the disclosing party that (a) derives economic value, actual or potential, from not being generally known to or readily ascertainable by other persons who can obtain economic value from its disclosure or use; and (b) is the subject of efforts by
the disclosing party that are reasonable under the circumstances to maintain its secrecy, including, without limitation, (i) marking any information reduced to tangible form clearly and conspicuously with a legend identifying its confidential or trade secret nature; (ii) identifying any oral communication as confidential or secret immediately before, during, or after such oral communication; or (iii) otherwise
treating such information as confidential or secret. Assuming the criteria in clauses (a) and (b) above are met, Trade Secrets includes information, without regard to form, including, but not limited to, technical and nontechnical data, formulas, patterns, designs, compilations, computer programs and software, devices, inventions, methods, techniques, drawings, processes, financial data, financial plans, product
plans, lists of actual or potential customers and suppliers which are not commonly known by or available to the public, research, development, and existing and future products.
- OBLIGATIONS OF THE PARTIES.
2.1. Duties and Obligations of Equifax Consumer Services. In connection with this Agreement, Equifax Consumer Services shall have the following duties and obligations:
(a) License. Subject to the provisions of Section 2.3 herein, Equifax Consumer Services hereby grants to the Referring Party a nonexclusive, nonsublicenseable, nontransferable, fully paid license during the Term to use, reproduce and display throughout the Territory the Equifax Consumer Services Link exclusively on the Referring Party Site, only to the extent that such use is reasonably
necessary for the Referring Party to perform its obligations under this Agreement. Equifax Consumer Services will make available on the Reporting.Net Site at least one Equifax Consumer Services Link for use by the Referring Party on the Referring Party Site.
(b) The Services. Equifax Consumer Services shall provide, throughout the Term, the Services through the Equifax Consumer Services Site. Equifax Consumer Services shall be responsible for the design, creation, management and maintenance of such Equifax Consumer Services Site for the purpose of providing Internet users with access to the Services.
(c) Monthly Referral Payment. Equifax Consumer Services shall pay to the Referring Party, a Referral Payment calculated as a percentage as set forth below in the Tiered Incentive Structure Table of the fees received by Equifax Consumer Services from Referrals during such month (the "Referral Payment"). Such fee shall be paid within thirty (30) days following the end of each
calendar month by check mailed to the Referring Party at the address provided in the Referring Party's application and shall be accompanied by a report supporting each Referral Payment. If the Referral Payment does not exceed fifteen dollars ($15.00) for any month (the "Monthly Minimum"), Equifax Consumer Services shall be entitled to accrue but not pay such Referral Payment until it exceeds the Monthly Minimum.
|
TIERED INCENTIVE STRUCTURE TABLE
| Dollar Amount Qualifying Level |
|
Net Revenue Percentage |
| $0-500 in net revenue |
|
15% of net revenue |
| $501-1500 in net revenue |
|
17% of net revenue |
| $1501 or more in net revenue |
|
20% of net revenue |
| |
|
|
|
EXAMPLE:
Equifax Consumer Services will apply each specific Net Revenue Percentage only to the specific Dollar Amount
Qualifying Level as indicated. If in a calendar month Equifax Consumer Services receives fees totaling $3,300.00 a Referral Payment of $605.00 will be paid. Of the
$3,300.00 fees received by Equifax Consumer Services, the first $500.00 will qualify for a 15% net revenue percentage, the next $1,000.00 will qualify for a 17% net
revenue percentage and the remaining $1,800.00 will qualify for a 20% net revenue percentage. |
| |
Dollar Amount |
|
X |
|
Net Revenue Percentage |
|
= |
|
Referral Payment |
| |
$ 500.00 |
|
x |
|
15% |
|
= |
|
$ 75.00 |
| |
$1,000.00 |
|
x |
|
17% |
|
= |
|
$170.00 |
| |
$1,800.00 |
|
x |
|
20% |
|
= |
|
$360.00 |
| TOTAL FEES |
$3,300.00 |
|
|
|
|
|
|
|
$605.00 |
|
|
(d) Returns. If an Internet user disputes or returns any consumer credit product obtained through the Equifax Consumer Services Site or is otherwise entitled to a refund of any fees which Equifax Consumer Services has received and has credited towards the Referring Party’s Referral Payment, such refund shall be deducted from the Referral Payment in the current month;
provided, however, if there are no subsequent Referral Payments or the Referring Party has a negative Referral Payment balance, Equifax Consumer Services shall submit an invoice to the Referring Party for such balance and the Referring Party shall pay such invoice immediately upon receipt of such invoice.
2.2. Duties and Obligations of the Referring Party. The Referring Party shall have the following duties and obligations:
(a) Site Maintenance. The Referring Party must setup and use the Equifax Consumer Service Link strictly in accordance with the guidelines and processes found at the Reporting.Net Site. Any deviation from such guidelines will be considered a material breach of this Agreement and may preclude the Referring Party from receiving Referral Payments.
The Referring Party will provide and maintain the Equifax Consumer Services Link on the Referring
Party Site on a twenty four (24) hours, seven (7) days per week basis, to the same extent that the other portions of the Referring Party Site are available, so
that any Internet user who may access the Referring Party Site may click through to the Equifax Consumer Services Site via the Equifax Consumer Services Link
and thereby access the Services.
(b) The Referring Party Site. The Referring Party shall be responsible for the creation and posting of any descriptions on the Referring Party Site regarding the
Services and ensuring that such descriptions are accurate, complete and appropriate. The Referring Party is also responsible for ensuring that such
descriptions do not violate any rights (including any intellectual property rights) of any other party and do not violate any law or regulation.
(c) Referring Party Content. The Referring Party does not and shall not provide any content that is (i) defamatory, obscene,
harmful to minors or, child pornographic or associated with any credit repair service; (ii) contains any viruses, Trojan horses, worms, time bombs, cancelbots or
other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal
information; or (iii) is materially false, misleading or inaccurate.
2.3. Trademark Restrictions. Title to and ownership of the Equifax Consumer Services Link shall remain with Equifax Consumer Services. Referring Party agrees to use the Equifax Services Link exactly in the form provided and in conformance with any trademark usage policies provided to the Referring Party.
Equifax Consumer Services may terminate the trademark license granted in Section 2.1(a) if, in its reasonable discretion, the use of the Equifax Consumer Services Link fails to comply with any such policies, or affects the quality associated with the Equifax Consumer Services Link or the associated goodwill by Equifax Consumer Services; alternatively, instead of
terminating the license in total, Equifax Consumer Services may, in its sole discretion, specify that certain pages of the Referring Party Site may not contain the Equifax Consumer Services Link. Title to and ownership of the Equifax Consumer Services Link shall remain with Equifax Consumer Services. The Referring Party shall not take any action inconsistent with
Equifax Consumer Services' ownership of the Equifax Consumer Services Link, and any benefits accruing from use of the Equifax Consumer Services Link shall automatically vest in Equifax Consumer Services.
2.4. Non-exclusive Engagement. The Referring Party hereby acknowledges and agrees that the relationship between the parties contemplated
hereunder constitutes a non-exclusive engagement, and that Equifax Consumer Services may, in its sole discretion, provide the Services, or services and functions similar to the
Services and any other services or functions, if any, being provided by Equifax Consumer Services under this Agreement to any third parties in Equifax Consumer Services’ sole discretion.
2.5. Customers. The Referring Party agrees that the Internet users who access the Services, including, but not limited to, those who purchase products or
services through the Equifax Consumer Services Site, will be deemed customers of Equifax Consumer Services, and the Referring Party agrees not to represent otherwise. The Referring Party
agrees that the Internet user’s that access the Equifax Consumer Services Site are subject to Equifax Consumer Services’ rules and policies.
2.6. Press Releases. Either party to this Agreement may issue a press release or public announcement regarding this Agreement, subject to the other party’s prior approval.
- REPRESENTATIONS AND WARRANTIES.
3.1. Equifax Consumer Services. Equifax Consumer Services represents and warrants to the Referring Party that:
(a) Equifax Consumer Services has the power and authority to enter into and perform its obligations under this Agreement;
(b) Equifax Consumer Services has the right to grant or otherwise permit the Referring Party to access the Equifax Consumer
Services Site and to use the Equifax Consumer Services Link, and is aware of no claims by any third parties adverse to any intellectual property rights.
If Equifax Consumer Services’ intellectual property rights are alleged or held to infringe the intellectual property rights of a third party, Equifax Consumer
Services shall, at its own expense, and in its sole discretion, either (i) procure for the Referring Party the right to continue to use the allegedly infringing
intellectual property or (ii) replace or modify the intellectual property to make it non-infringing; provided, however, that if neither option is possible or
economically feasible and if the inability to use such intellectual property would cause a material breach of this Agreement (as determined by the Referring Party),
the Referring Party may immediately terminate this Agreement upon written notice to Equifax Consumer Services.
3.2. The Referring Party. The Referring Party represents and warrants to Equifax Consumer Services that:
(a) The Referring Party has the power and authority to enter into and perform its obligations under this Agreement;
(b) The Referring Party and the Referring Party Site shall at all times comply with all local, state and federal laws, rules
and regulations and all agreements applicable to the Referring Party Site and the Referring Party’s performance under this Agreement, and the Referring Party
and the Referring Party Site shall not violate any rights of any third party.
(c) The Referring Party has the right to grant or otherwise permit Equifax Consumer Services to access the Referring Party Site,
and is aware of no claims by any third parties adverse to any of such intellectual property rights. If the Referring Party’s intellectual property rights are
alleged or held to infringe the intellectual property rights of a third party, the Referring Party shall, at its own expense, and in its sole discretion,
either (i) procure for Equifax Consumer Services the right to continue to use the allegedly infringing intellectual property or (ii) replace or modify the
intellectual property to make it non-infringing; provided, however, that if neither option is possible or economically feasible and if the inability to use
such intellectual property would cause a material breach of this Agreement (as determined by Equifax Consumer Services), Equifax Consumer Services may immediately
terminate this Agreement upon written notice to the Referring Party.
- CONFIDENTIALITY. Each party acknowledges that Company Information may be disclosed to the other party during the
course of this Agreement. Each party agrees that it shall take reasonable steps, which shall include, at a minimum, the steps it takes to protect its own Company Information,
to prevent the duplication or disclosure of Company Information, other than by or to its employees or agents who must have access to the Company Information to perform such party’s
obligations hereunder, who shall each agree to comply with the terms of this Section 4. Each party agrees that if it is required by law to disclose the other party’s Company Information,
such disclosing party must first give written notice of such required disclosure to the other party and make a reasonable effort to obtain a protective order requiring that the Company
Information so disclosed be used only for the purposes for which disclosure is required. These obligations shall continue indefinitely for so long as the Company Information is a Trade Secret
under applicable law, and with regard to the Company Information that does not rise to the level of a Trade Secret for the shorter of (i) two (2) years after the termination of this Agreement
or (ii) for so long as the Confidential Information remains confidential under applicable law.
- LIMITATION OF LIABILITY; DISCLAIMER; INDEMNIFICATION.
5.1. Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF USE OR DATA,
INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT
LIMITATION, NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEITHER PARTY SHALL MAKE
REPRESENTATIONS OR WARRANTIES TO ANY END USER OR THIRD PARTY ON BEHALF OF THE OTHER PARTY AND IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY REPRESENTATION OR WARRANTY
MADE TO ANY END USER OR THIRD PARTY BY THE OTHER PARTY. IN NO EVENT SHALL EQUIFAX CONSUMER SERVICES’ TOTAL AGGREGATE LIABILITY TO THE REFERRING PARTY OR ANY THIRD PARTY ARISING UNDER THIS
AGREEMENT EXCEED THE TOTAL AMOUNT OF REFERRAL PAYMENTS PAID TO THE REFERRING PARTY BY EQUIFAX CONSUMER SERVICES DURING THE SIX MONTH PERIOD IMMEDIATELY PRECEDING AN EVENT GIVING RISE TO
A CLAIM FOR LIABILITY. THESE LIMITATIONS SHALL SURVIVE AND APPLY NOTWITHSTANDING THE VALIDITY OF THE LIMITED REMEDIES PROVIDED FOR IN THE AGREEMENT. THE LIMITATIONS SET FORTH IN THIS
SECTION 5.1 SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 5.3 BELOW OR TO THE PARTIES’ INJUNCTIVE RELIEF REMEDIES SET FORTH IN SECTION 5.4 BELOW.
5.2. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES, AND EACH PARTY HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR
WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE REFERRING PARTY SITE, THE EQUIFAX CONSUMER SERVICES SITE, OR OTHERWISE RELATING TO THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY
OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.
5.3. Indemnity. Equifax Consumer Services agrees to indemnify, and hold harmless the Referring Party, its officers, directors, employees, agents, successors
and assigns from and against any and all losses, liabilities, damages, penalties, claims on actions, causes of action and all related costs and expenses, including reasonable attorneys' fees, (hereafter collectively referred
to as "Losses") related to claims made by third parties against such parties alleging that the Equifax Consumer Services Link infringes the patents, copyrights, trademarks or service marks or other intellectual property rights
of such third parties. The Referring Party agrees to indemnify and hold harmless Equifax Consumer Services, its officers, directors, employees, agents, successors and assigns from and against all Losses relating to any
transactions or the nature or quality of any content (including any description relating to the Services), products, and/or services appearing on or provided through the Referring Party Site. Each party agrees to promptly
notify the indemnifying party in writing of any indemnifiable claim. The foregoing obligations are conditioned on the indemnified party: (i) cooperating in all reasonable respects with the indemnifying party and its attorneys
in the investigation, trial, defense and settlement of such claim and any appeal arising therefrom; and (ii) giving the indemnifying party the right to control the defense and settlement of any such claim, except that the
indemnifying party shall not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnifying party without the consent of the indemnified party, which consent will not be
unreasonably withheld. The indemnified party may participate in such investigation, trial, defense and settlement of such claim and any appeal arising therefrom, through its attorneys or otherwise, at its own cost and expense.
5.4. Injunctive Relief. The parties hereby agree and acknowledge that violation by one party of the provisions of Section 4 may cause irreparable harm to the
other party not adequately compensable by monetary damages. In addition to all other relief and remedies available to the parties, it is agreed that temporary and permanent injunctive relief shall
be available to the parties to prevent any actual or threatened violation of such provisions as provided by law.
- TERM, RENEWAL AND TERMINATION.
6.1. Term and Termination. The initial term of this Agreement shall extend for twelve (12) full calendar months after the date the Referring Party accepts this
Agreement by clicking the "Accept Referral Agreement" button below (the "Initial Term").
After the Initial Term, this Agreement shall automatically renew (any such renewal date referred to herein as a "Renewal Date") for separate, consecutive twelve (12) month terms ("Renewal Term(s)").
Either party may terminate this Agreement for any reason, at any time, upon fifteen (15) days written notice to the other party. Equifax Consumer Services may terminate this Agreement immediately
upon notice to the Referring Party, if, in Equifax Consumer Services’ sole discretion, the Referring Party Site is or becomes unsuitable for Equifax Consumer Services referral program. Either party
may terminate this Agreement at any time (i) in the event of a material breach by the other party of this Agreement that remains uncured five (5) days twenty-four (24) hours after the breaching party’s
receipt of notice of the breach; or (ii) in the event the other party is unable to generally pay its debts as due, or enters into of files (or has filed or commenced against it) a petition, arrangement,
action or other proceeding seeking relief or protection under the bankruptcy laws of the United States or similar laws of the United States or any state of the United States or any applicable jurisdiction.
Additionally, Equifax Consumer Services may terminate this Agreement at any time, upon twenty-four (24) hours prior notice to the Referring Party, in the event that the Referring Party breaches Section 2.2(c)
herein or the Referring Party offers competing services and products, as reasonably determined by Equifax Consumer Services, to those services offered by Equifax Consumer Services.
6.2. Effects of Termination. Within twenty four (24) hours after termination of this Agreement for any reason, the Referring Party shall: (i) purge the Equifax
Consumer Services Link from any and all computer systems, files, or storage media within its possession or control; (ii) return to Equifax Consumer Services any and all documents or other media embodying
the Equifax Consumer Services Link; and (iii) certify to Equifax Consumer Services in writing that it has complied with the foregoing obligations. Upon any termination or other expiration of this Agreement,
the license granted in Section 2.1(a) and all other rights of the parties under this Agreement shall terminate, except that, notwithstanding any of the foregoing, the rights and obligations under Sections
4, 5, 6.2, 6.3 and 7 herein shall continue in full force and effect.
6.3. No Damages or Indemnification for Termination. Neither party shall be liable to the other party for any costs or damages of any kind, including direct, special,
exemplary, punitive, indirect, incidental or consequential damages, or for indemnification, solely on account of the lawful termination of this Agreement, even if informed of the possibility of such damages.
- GENERAL PROVISIONS.
7.1. Independent Contractors. The parties to this Agreement are independent parties and nothing herein shall be construed as creating an employment relationship between
the parties. Neither party is an agent or representative of the other party and neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation
or liability, or to otherwise bind, the other party. The Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any
liability attributable to such a relationship upon either party.
7.2. Entire Agreement. This Agreement, including any exhibits attached hereto, constitutes the entire understanding and agreement with respect to its subject matter, and supersedes
any and all prior or contemporaneous representations, understandings and agreements whether oral or written between the parties relating to the subject matter of this Agreement, all of which are merged in this Agreement.
7.3. Severability of Provisions. In the event that any provision of this Agreement is found to be invalid or unenforceable pursuant to judicial decree or decision, the remainder of this Agreement
shall remain valid and enforceable according to its terms, unless due to such invalidity, either party is denied a material benefit which would have accrued had the provision not been found invalid.
7.4. Assignment. This Agreement and the rights and obligations hereunder may not, whether voluntarily or involuntarily, directly or indirectly, be assigned, sublicensed, sold or otherwise
transferred by the Referring Party, including, without limitation, to any successor-in-interest to any of the Referring Party’s assets, without the prior written consent of Equifax Consumer Services, which consent shall be given
or not in Equifax Consumer Services’ sole discretion. Any assignment in violation of the terms hereof shall be void and of no force or effect.
7.5. Governing Law; Jurisdiction; Attorneys’ Fees. This Agreement shall be governed by the laws of the State of Georgia, USA, without giving effect to applicable conflict of laws provisions.
All actions with respect of this Agreement shall be brought in the federal and state courts having jurisdiction within Atlanta, Georgia and the parties expressly consent to the personal jurisdiction of such courts. In the event
any litigation or other proceeding is brought by either party in connection with this Agreement, the prevailing party in such litigation or other proceeding shall be entitled to recover from the other party all costs, attorneys'
fees and other expenses incurred by such prevailing party in such litigation.
7.6. Waiver. No waiver of any provision of this Agreement, or any rights or obligations of either party under this Agreement, shall be effective, except pursuant to a written instrument signed by
the party or parties waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.
7.7. Headings. The section and paragraph headings used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
7.8. Amendment. The terms and conditions of this Agreement may not be modified or amended other than by a writing signed by both parties.
7.9. Force Majeure. Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but
not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. Notwithstanding the foregoing, a change in economic conditions or technology shall not be deemed a Force Majeure event.
The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.
|