Terms of Use

Content

“FAZZE” is an advertising agency offering a platform for interaction between Bloggers and Advertisers on the fazze.com (hereinafter “system” or “platform” and “service” respectively).

The use of the system of the FAZZE is subject to the compliance with these Terms of Use (hereinafter “Conditions", "Terms” or “Agreement”). These Terms shall also apply for any trial use of the service. By using the service, you agree to these Terms. If you do not agree to these Terms, please restrain from any use of this service.

These terms include the terms of use of the platform by Advertiser and by Blogger for the above purposes. FAZZE reserves the right to amend the terms of use at any time by posting updated Terms of Use on the website faze.com (hereinafter “website”) without any prior notice to Advertisers and Bloggers by e-mail or otherwise.

It is the user’s responsibility to regularly check the website for any updates in Terms. The user is deemed to have accepted such changes by default while continuing to use the system after the publication of these changes on the website.

As a condition of your use of FAZZE platform, you warrant that:

  • You have reached the age of majority in your territory of residence;
  • You must use platform in accordance with these Terms;
  • All information supplied by you is true, accurate, current and complete.

FAZZE reserves the right, in its sole discretion, to deny access to anyone to platform or the services it offers, at any time and for any reason, including, but not limited to, for violation of these Terms.

Terms and definitions

FAZZE platform – an online resource created to facilitate the interaction between Advertisers and Bloggers.

Account – is a user account created within the system for the purpose of identifying the user and enabling such user (a natural person or a legal entity) to use any services offered by the platform.

User – a person who uses the website or/and platform.

Blogger – a user of the platform who has their own accounts on such resources as YouTube, Instagram, Facebook, or other social networks where Advertiser's information can be published. A Blogger must have at least 5000 followers in his social networks.

Advertiser – a user of the Platform who intends to publish their information on the resources belonging to Bloggers.

Blog – users' Internet resource (usually within social networks) which can be used to place and edit publications when the owner of the resource wants it.

Offer – the conditions of placing a Publication on the resource owned by a Blogger set by the Advertiser. Compliance with these conditions makes an advertising campaign effective.

Administration or Moderators – persons who are the members of the platform development and support team, who are responsible for the running of the platform.

Publication – a block of information, which contain advertising materials, placed in the blog and available to the audience.

Law – applicable legislation of the countries of incorporation of the User.

Creating and using an account

FAZZE platform users must provide their real names and information (including physical contact address and email) to ensure security and accountability for accounts. When registering, users have the following obligations: users will not provide any false personal information to users of FAZZE. They will keep their contact and payment information accurate and up-to-date. Users agree not to use other people's names or personal information without their consent.

By registering as an Advertiser or Blogger on the platform, you acknowledge and confirm that you are at least 18 years old or under the jurisdiction of your country of residence, your age allows you to use the service, and you are fully capable and fully agree with these Terms of Use. If you represent the interests of a legal entity for the purpose of which you create an account, you hereby certify that you are a legal representative of this legal entity.

The account owner is solely responsible for the use of the account and shall comply with all rules set forth in these Terms of Use of the Website, as well as all other terms of use posted on the website.

As part of the registration process, you will need to provide an email address and create a password to log into the system. You acknowledge that for the registration purposes you use your personal e-mail address, and no third party has access to your email and your account. FAZZE may refuse the use of a specific account name or email address during the registration without providing any ground. You are solely responsible for the accuracy of your personal information and agree to keep your password and account information confidential. Failure to do so will constitute a breach of these Terms and FAZZE reserves the right to delete your account. You agree to immediately notify FAZZE of any unauthorized use of your account or any other breach of security, including, but not limited to, the theft or unauthorized disclosure of your password. In addition, you acknowledge and agree that you will be responsible for all activity performed on your account.

FAZZE reserves the right to terminate or suspend access to your account at any time. The reasons include, but are not limited to, your violation of any of these Terms, including payment terms, and if we are unable to verify any information provided by you to FAZZE, and if we assume that your actions are illegal, fraudulent, abusive, or may result in legal liability or other damage to FAZZE or any third party.

RIGHTS AND RESPONSIBILITIES OF THE PARTIES
User rights
The User has the right to:
  • Use any services for personal or commercial purposes, except for the cases when the actions of the User prejudice the interests of the Administration or the third parties;
  • Independently decide on and create the content of their page;
  • Receive a full protection of their data against an authorized access;
  • Withdraw their consent to the processing of the personal data in the following way:
    a) Independently delete the data published on FAZZE platform;
    b) Delete their account;
  • Unrestrictedly use all services of FAZZE if the result of using them does not contravene the Terms or the Law;
The User has the right to:
  • Comply with the provisions of the Law, present Agreement and other governing documents;
  • Notify the Administration of unauthorized access to the account or the fact of disclosing login and password immediately after it happened;
  • Not publish information, objects, and links which may infringe the rights and interests of other parties;
  • Check legality of any information before placing it;
  • Keep the data belonging to other Users confidential and not disclose it without receiving prior consent;
The User must not:
  • Use the information about the Offers placed on FAZZE platform (including contacts) to perform the tasks and make payments outside the resource;
  • Get registered as the User using the name of another person (create a fake account). However, it is possible to get registered on behalf of another natural person or legal entity after receiving a special status of a Representative;
  • Get registered several times and create multiple accounts. This shall be deemed as a deliberate breach made for the purpose of receiving additional income. In this event the Administration of FAZZE shall have the right to block these Accounts and transfer all available funds to the accounts of the customers;
  • Use login and password of another User;
  • Use fake personal data;
  • Place, store, publish, send, and provide the third parties with any information which is against any rights and interests of natural persons and legal entities, or which is against the Law;
  • Use intellectual property belonging to other people or legal entities;
  • Do blanket mailing without website's Users consent;
  • Upload and use software, viruses and other malware which might disrupt the functioning of FAZZE platform, its services or personal devices of other users;
  • Use automation scripts or software for collecting information without the permission from the Administration of FAZZE platform;
  • Gain access to a login and password of another User by any means;
  • Unlawfully collect and process personal data of other people;
  • Without special permission, access or try to gain access to the FAZZE services by any way other than through the interface provided by the Administration;
  • Provide, duplicate, copy services and perform any type of commercial activity (including reselling) except when the User has an express permission from the Administration to do so;
  • Place commercial or political advertisements outside of special sections;
  • Modify, sell, send in full or partially software or content except when permitted by the Administration or the Advertisers;
  • Place any information which, in the opinion of the FAZZE Administration, can be undesirable.
Content

Using the FAZZE platform is prohibited to place any advertising material or Content that includes or based on any inappropriate or illegal content such as, including but not limited to, the following examples:

  • pornography, adult or mature content involving minors or persons who look like minors;
  • illegal activity (i.e. how to build a bomb, hacking, “phreaking”, etc);
  • hate-mongering (i.e. racial, political, ethnic, religious, gender-based, sexuality-based or personal, etc.);
  • violence, obscene or vulgar language and abusive content or content which endorses or threatens physical harm;
  • illegal substance;
  • drugs or any related paraphernalia;
  • adware, malware, viruses, phishing offers;
  • creatives should not contain the words like “your software is outdated”, “your device is infected”, “viruses found” etc. No misleading ads, providing false info to the user;
  • purchase of weapons/military equipment;
  • false or deceptive investment advice, and others.

You, as a User, are entirely responsible for all content of the advertisement you are placing on the website or platform. FAZZE does not check the content and is not responsible for the accuracy, integrity or quality of any content. You agree that you must evaluate, and bear all risks associated with the use of your content. The Administration is entitled to freeze the account or the platform of the Advertiser or the Blogger in case of violation of present Conditions, directly or indirectly, to determine the circumstances of that violation or delete this account.

a) The User is solely responsible for any Content or any other information which they upload or make public by any other means on FAZZE or by using it. The User shall not have the right to upload, send or publish Content if they do not have appropriate rights to do so obtained or assigned with according to the Law;

b) The Administration can but not obliged to check the resource for prohibited content and can delete or relocate (without prior notice) any Content or users at its own discretion, for any reason or without any reason, including unrestricted relocation and deleting Content which, in the judgement of the Administration, breaches the present Agreement, Law and/or can infringe the rights and prejudice or compromise other Users or third parties security;

c) By placing their Content the User gives the Administration the right to copy such Content to organize and facilitate publishing and storage;

d) By placing their Content in any part of FAZZE the User automatically gives the Administration a non-exclusive right to use the Content by copying, publically demonstrating, duplicating, processing, translating and spreading it in the interests of the resource or in connection with them, including popularisation of the platform without compensation. The Administration can create copies of the Content or add User's Content as an integral part of relevant collections and perform other activities aimed at achieving the above goals.

If the User decides to delete their Content, the rights set out in clauses c and d of the present Part of the Agreement will be automatically revoked. However, the Administration has the right to keep archive copies of the User's Content indefinitely.

Advertiser: rights, obligations, and responsibilities
The Advertiser has the right to:
  • Timely receive the amounts due for finalizing the Offer;
  • Place the Offers and price them;
  • Negotiate the terms, conditions, and remuneration for completing an Offer;
  • Independently withdraw the Offer before the work on it begins;
  • The Advertiser has the right to return the Offer to the Blogger for further processing in the event of failure to comply with the requirements of the Offer in full or its poor quality.

The Advertiser is aware of risk of dispute concerning timeliness and accuracy of the settlements in the case when payment for the publication is made outside the system.

The advertiser is not recommended to make a payment for the Blogger’s services outside the System in order to avoid disputes concerning timeliness and completeness of this payment.

The interactions between the advertiser and the blogger are carried out by the following methods:

1. The Advertiser shall independently select the platform in the System and apply to the blogger for publication placement. The blogger shall accept or refuse the task received.

2. The Advertiser shall independently select the requests from the Bloggers for Publication placement that were sent as a response to the task published earlier by the Advertiser.

Tasking

Prior to the start of work, the Advertiser shall prepare the task including the details of planned Publications.

The Advertiser is recommended to provide in his task the following:

Exact wording of requirements (goals of a company and the Blogger, the Publication appearance requirements, precise references provided in the publication, successful examples of the other Publications on a similar subject, additional references, and materials that can help to perform the task, etc.); Media-content required for the placement (graphic image, photo or video). If the Blogger confirms his/her intention to implement the task by mean of his/her own content, the Advertiser shall provide the subject of this content and desires for it.

Blogger: rights, obligations, and responsibilities

Blogger has the right to:

- Publish unlimited number of Blogs in their Account;

- Place their own Publications or Publications the use of which requires special permission on such Blogs except for those which do not comply with the rules of the present Agreement;

The Blogger shall:

- Make backup of important data;

- Not delete a finalized Offer from their Blog without prior consent from the Advertiser.

Task performing

In the case when the Advertiser makes the Offer to the Blogger and the Blogger agrees to perform it, the Blogger shall notify the Advertiser of a placement time via chat of this Offer within 3 days from the date of updating of the Offer status at “in progress”. Otherwise, after 3 days, the Advertiser has the right to initiate the procedure to cancel the Offer and refund of payment freezed and paid for the Offer onto his/her internal balance.

If the Advertiser asks the Blogger in a private correspondence to decline the task before the beginning of implementation and acceptance of the Offer and the task, the Blogger shall comply with his/her request and decline the Offer or the task. Otherwise, the Advertiser is entitled to apply to support service for canceling of the Offer with this Blogger.

The Blogger shall place the Publication on his/her Blog strictly in accordance with the Offer, the task and additions provided in private correspondence before the beginning of task implementation.

If the Advertiser fails to duly explain a clarification to the Blogger, the last-mentioned is entitled to perform the task through his/her own interpretation of the Offer or the task.

The Blogger places only one Publication on his/her Blog to perform each task unless otherwise specified by the Advertiser.

In each Publication, the Blogger shall place only one Publication for one Advertiser. Otherwise, the Blogger shall notify the Advertiser of the existence of advertising or other content in this Publication and perform the Task only upon receipt of the approval upon such condition of the Advertiser.

In the case when the Advertiser forbids to mention the system or indicate by any other means that the Publication is paid in the task or the Offer, the Blogger shall comply with this requirement. The account of the Blogger violated this condition may be freezed by the Administration.

The Blogger is strictly forbidden to place the Publications in the records made on the platform before the deal (post factum) unless otherwise specified in the Advertiser’s task or conditions of its implementation.

The information placed on the other resources is strictly forbidden to copy and publish. These acts shall be permissible only under the consent of the Advertiser. If unagreed cases of such copying are discovered, the Advertiser has the right to require the Blogger to elaborate or cancel this Deal or Task with full or partial refund.

The Blogger is forbidden to indicate directly or indirectly his/her contact details (phone number, e-mail address, skype login name, and others) in correspondence with the Advertiser. When discovered, the Blogger is cautioned by the system Administration. The Blogger’s account may be freezed in case of repeated violations.

Publication placement features

The Advertiser’s advertising content is placed in the Blogger’s Publication within the period of existing of the Blog unless otherwise is specified or agreed in the Offer or the task.

The system Administration adopts all measures to ensure the safety of the Blogs and the Publications but does not guarantee such safety as it does not have any instrument or legitimate right to reduce the Users to full compliance with the present Terms.

If the Blogger fails to implement the task within 5 days from the date of approval of the Offer (updating of the task or Offer status to “In progress), the amount freezed for payment for the task or the Offer refunds on the Advertiser’s account.

The prices provided on the website are not fixed and may be revised for the Offers.

If the Advertiser discovers lack of advertising content after successful completion of the Offer or the task, he has the right to require from the Blogger to reset the modified publication to the original default form or place the new publication which respects the original task conditions. Otherwise, the Administration is entitled to retain the amount paid for this Publication from the Blogger's settlement account.

Revision and modification of publication
Revision of publication

The Advertiser has the right to require from the Blogger to improve the Publication if it in his/her own view violates the conditions of the Offer or the Task and the Conditions. The Advertiser shall determine the reason for revision of the Publication.

The Blogger has the right to comply revision of the Publication required if this revision meets the Offer and the task and the system Conditions.

If the Advertiser determines the reason for revision which complies with the Offer and the task and the Publication revised by the Blogger more than twice fails to complies this reason, the Advertiser has the right to apply to the system support service in order to understand prevailing conditions.

The Blogger has the right to request a payment and an evidence from the support service of the work performed if:

The Advertiser requests a revision of the publication that is in full conformity with the appropriate conditions of the task and the Offer and the system Conditions more than twice;

For some reason the Advertiser fails to check the Blogger’s Publications, it is confirmed as being performed within 7 days.

The correspondence between the Advertiser and the Blogger stored at the system is the first priority in resolving disputes. Any correspondence outside the service violates the Conditions and shall not be a guide to disputes resolving.

Modification of paid publication

The publication which has already been paid may be modified by the system Administration only with the mutual consent of the Advertiser and the Blogger.

The Blogger is forbidden to delete the Blog or any Publication. If the Blogger deletes the Blog or the Publications which has already been paid without the Advertiser’s permission or restrict the public access to the Publication of the Platform, the Administration is entitled to suspend the payment without any prior notification or grant other interim measures in order to provide fair compensation for the Advertiser.

If the Blogger does not have enough amount on his/her settlement account, the Administration has the right to freeze his account until the facts of deletion or misrepresentation of the information provided in the Offer or the task are fully developed. In certain cases, the system Administration has the right, with a reasonable justification, to refund payment to the Advertiser if the Administration is notified by him/her in the case when the Blogger's guilty of deletion of the publication is not proven.

PAYMENT TERMS

All payment transactions are provided through the FAZZE platform. FAZZE is not responsible for any payment transactions conducted outside of the platform. There is an internal settlement account for every User in the System through which all entering and exiting transactions are settled.

The Blogger receives payment from the Advertiser. The payment bears a strong relation to the Offer that is performed by the Blogger.

In every case, the payment rate for the particular task or Offer is established by the Advertiser. The Advertiser is entitled to change this rate in the future, but it is fixed when dealing and updating to "in progress".

The system charges are 5% fee (agent’s commission) from each successful deal that is charged from the Advertiser and from the Blogger.

An additional commission fee is charged for payment to the User through several payment systems. The rate of this fee is established by the FAZZE Administration and based on processing system partner commission.

Confidentiality

Each Party (a “Receiving Party”) understands that the other Party (a “Disclosing Party”) may disclose information of a confidential nature including, without limitation, product information, data, pricing, financial information, software, specifications, research and development and proprietary algorithms or other materials that is disclosed in a manner in which the Disclosing Party reasonably communicated, or the Receiving Party should reasonably have understood under the circumstances that the disclosure should be treated as confidential, whether or not the specific designation “confidential” or any similar designation is used (“Confidential Information”).

The Receiving Party agrees, for itself and its agents and employees, that it will not publish, disclose or otherwise divulge or use for its own purposes any Confidential Information of the Disclosing Party furnished to it by such Disclosing Party without the prior written approval of the Disclosing Party in each instance. Neither party will make any public announcement regarding the existence or content of the Agreement without the other’s prior written approval.

The Parties agree that if disclosure is made to their professional advisors, auditors or bankers this shall be done subject to each Party procuring each such recipient’s agreement to keep such information confidential to the same extent as if such recipient were Party to this agreement.

The foregoing obligations under this section shall not extend to any information to the extent that the Receiving Party can demonstrate that such information (i) was at the time of disclosure or, to the extent that such information thereafter becomes through no fault of the Receiving Party, a part of the public domain by publication or otherwise; (ii) was already properly and lawfully in the Receiving Party’s possession at the time it was received by the Receiving Party free from any obligation of confidentiality, (iii) was or is lawfully received by the Receiving Party from a third Party who was under no obligation of confidentiality to the Disclosing Party with respect thereto, or (iv) is independently developed by the Receiving Party or its independent contractors who did not have access to the Disclosing Party’s Confidential Information or (v) express written consent has been given prior to disclosure.

In the event that the Receiving Party is required to disclose Confidential Information in accordance with judicial or regulatory or governmental order or requirement, or any tax authority to which that Party is subject or submits, wherever situated, whether or not the requirement for information has the force of law the Receiving Party shall promptly notify the Disclosing Party in order to allow such Party to contest the order or requirement or seek confidential treatment for such information.

Upon termination or expiration of this Agreement, upon the request of a Disclosing Party, the Receiving Party agrees to return to the other all of such other Party’s Confidential Information, or to certify to the Disclosing Party in writing that all such material has been destroyed, however, destruction is only permitted after Disclosing Party’s prior approval.

Restrictions and penalties for breaking the rules of the present Agreement

The FAZZE Administration has the right to:

1. Notify the User of breaching the rules;

2. Block the account of the User who failed to comply with one or several rules for the time sufficient to clarify the circumstances and eliminate the consequences;

3. Suspend the Blog even if a single parameter fails to comply with the rules and the Agreement until it's made compliant with their requirements;

4. Delete the User account should their actions adversely affect other Users, the Administration or they are found to be a criminal offense or illegal;

5. Block partnership between registered Users if it is found to be dishonest or breaching the rules.

FAZZE reserves the right to terminate or suspend the access of the User to their account or delete the User’s account at any time in the event of:

  • Breaching any of the terms and conditions of the User Agreement, including payment terms and disabling the Administration to check any information;
  • If it is believed that the actions of the User are illegal, fraudulent, offensive and such that might result in taking legal action against FAZZE or another type of damage to FAZZE or any other third party.

All disputes which arise between the Users or should the User disagree with the actions of the Administration can be settled between the Parties. In order to do it, the user should submit a substantiated claim to the technical support team of FAZZE.

The Administration of the Platform Indemnity

FAZZE and its services, including all scripts, add-ons, content, and design of the website exist as they are only. We do not guarantee that FAZZE might or might not be suitable or unsuitable for some specific purposes.

The Administration does not guarantee any specific results from using FAZZE platform neither that the services will meet the requirements, be failsafe, dependable and error-free, that the results obtained using these services will be accurate and reliable and that the quality of any product, service or information obtained using these services will meet user's expectations.

The services might contain links to other resources. The User admits and agrees that the Administration shall not be held accountable for their content. User is using these third party websites at his own risk.

In order to avoid misunderstanding, the User should remain cautious when downloading any files, including software. The Administration recommends using licensed software only.

The Administration or its representatives shall in no event be held accountable for any indirect, occasional, or unintended damage to the User or any third parties, including the loss of expected profit, lost data, harm to honour, dignity and reputation in connection with using FAZZE platform even if the Administration told or notified of the risk of such harm.

User agrees to indemnify and hold FAZZE, its affiliates, subsidiaries, successors and assigns harmless from any and all claims, actions, judgments or liabilities arising out of or in connection with User´s actions on the FAZZE platform, any breach of this Agreement by User and/or of any representation, warranty or agreement in this Agreement.

 

Force majeure

Neither Party shall be liable to the other because of failure or delay in the performance of their obligations under this Agreement due to force majeure, including, but not limited to, fires, hurricanes, war, governmental action, strikes, labour strikes, earthquake, natural disasters, or any other reasons arising beyond the reasonable control of that Party.

Intellectual property conditions

FAZZE grants you a non-transferable, non-exclusive limited license to use the FAZZE platform in order to implement advertisement activities, but does not entitle you to any other commercial activities or otherwise use the FAZZE platform or any part thereof.

Your license is valid until the termination of the use of the FAZZE platform. This license will terminate if you fail to comply with any terms of use of the FAZZE platform. Additionally, FAZZE will have no obligation to provide you notice of such termination.

FAZZE, as the owner of the FAZZE platform, also has other rights in addition to the above.

You may not alter, modify, manipulate or create derivative works of FAZZE or any of our graphics, creative, copy or other materials owned by, or licensed to FAZZE in any way. We may revoke your license anytime by giving you written notice. Except as expressly stated herein, nothing in this Agreement is intended to grant you any rights to any of FAZZE’ trademarks, service marks, copyrights, patents or trade secrets. You agree that we may use any suggestion, comment or recommendation you choose to provide to FAZZE without compensation. All rights not expressly granted in this Agreement are reserved by FAZZE.

The content, graphics, design, compilation, and other matters related to the website or FAZZE platform are protected in accordance with the laws of copyright, trademarks, and another proprietary (including but not limited to intellectual property) rights. Copying, reproduction, framing, use or publication of any such matters or any part of the website or FAZZE platform is strictly prohibited.

Exclusive rights on publications

The User is obliged for any content or information that he/she loads or otherwise makes a public (publishes) on the platform or by its mean. The User has no right to load, transfer or publish the сontent on the platform if he/she does not have the appropriate rights for these actions.

The Administration is not obligated to check the platform for prohibited content and can delete or move (without any permission) the content for its own reason, for any or no reason, including movement or deletion of the content which in its own view violates the present Agreement, the Law or/and may violate the rights, harm or threaten the security of the other Users or third party.

By placing his/her content on the platform, the User gives the rights to copy his/her content to the Administration in order to streamline and facilitate placing and storage of the content on the platform.

By placing his/her content at any part of the platform, the User automatically gives the Administration non-exclusive rights to use it by mean of copying, public performance, reproduction, translation and dissemination for or in connection with the platform’s goals including its popularization. For the said purposes the Administration can produce derived works or insert the User’s content as integral parts in relevant compilations and carry out any other activities aimed to achieve the said goals.

If the User deletes his/her content from the platform, the rights mentioned herein will be withdrawn automatically, but the Administration has the right to store the archived content of the User for an undetermined period.

Privacy Policy

Please visit https://fazze.com to review our current Privacy Policy, which contains important information about our practices in collecting, storing, using and disclosing your personal information, and which is hereby incorporated into and forms a part of these Terms of Use.

Please read the Privacy Policy carefully. You hereby represent and warrant to FAZZE that you have familiarized yourself and agree with Privacy Policy.

Miscellaneous

Present Agreement is the principal document in the legal relationship of the Parties and shall be deemed an entire agreement of the Parties. In case of contradictions in using Website, present Agreement shall prevail in any case.

Relationship between the Parties. The relationship between the Parties will be that of independent contractors and nothing in this Agreement is intended to nor will establish any relationship of partnership, joint venture, employment, franchise, agency or other forms of legal association between the Parties. Neither Party will have, nor represent to any third party that it does have, any power or authority to bind the other Party or incur any obligations on the other Party's behalf.

Waiver clause. The failure of a party hereto at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver by a party of any condition or of any breach of any term, covenant or representation contained in this Agreement shall be effective unless in writing, and no waiver in any one or more instances shall be deemed to be a further or continuing waiver of any such condition or breach in other instances or a waiver of any other condition or breach of any other term, covenant or representation.

Survival of Representations and Warranties. The representations and warranties of Advertiser set forth in this Agreement hereof shall survive closing for a period of one (1) year from the termination date (the “Survival Period”).

No claim for a breach of any representation or warranty by FAZZE shall be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was disclosed to Advertiser and/or actually known by Advertiser prior to termination.

Headings. Headings to sections and subsections in this Agreement are for the convenience of the Parties only and are not intended to be a part of or affect the meaning or interpretation hereof.