1. Overview
This Agreement contains the complete Terms and Conditions that apply to you becoming an Affiliate in Uber Network Ltd’s (UberNet) Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the vendor websites for which UberNet runs an Affiliate Program and to regulate the commission payments on customer sales generated by these links. Please note that throughout this Agreement, “we,” “us,” and “our” refer to Uber Network Ltd, and “you,” “your,” and “yours” refer to the Affiliate.
2. Definitions
“Uber Networks Ltd” or “UberNet” is a UK Limited Company. Company number 12582330. Our Registered Office is 1110 Elliott Court Coventry Business Park, Herald Avenue, Coventry, West Midlands, United Kingdom, CV5 6UB
All trademarks remain the property of their respective owners.
“Affiliate” means an individual or other entity who has been accepted on to the Affiliate Program.
“Affiliate Program” means our marketing affiliate program, as described in this Agreement.
“Affiliate Agreement” is this document and all materials pertaining or appending to it.
“Affiliate Lead” means a customer prospect who clicks on the Affiliate Link that we have made available to you via Post Affiliate Pro platform.
“Post Affiliate Pro” is an administration platform owned and operated by Quality Unit, LLC. 3616 Kirkwood Highway, Suite A #1130 Wilmington, DE 19808 via the internet at postaffiliatepro.com. It is the principal platform used by us to manage and administer our Affiliate Program. Participation in our Marketing Affiliate Program generally requires a profile on postaffiliatepro.com – approved by us.
“Refersion” is an alternative affiliate administration platform we may use by agreement with some Affiliate Accounts. It is owned and operated by Refersion Inc., a New Jersey corporation – at 242 West 38th St., New York, NY 10018 – via the internet at refersion.com. It is only used by agreement with certain Affiliate Accounts.
All points in this Agreement that mention Post Affiliate Pro specifically also apply equally and fully to any Affiliate Accounts administered via Refersion™.
“Affiliate Link” means the unique tracking link you place on your site or promote through other channels.
“Affiliate Policies” means the policies applicable to Affiliates which we may make available to you from time to time.
“Commission” means an amount of money described in the Affiliate Acceptance Notification – calculated as a percentage of each Customer Transaction and as updated from time-to-time.
“Customer Transaction” An order placed, paid for and delivered to a customer without a return, who has come to one of the vendor websites for which UberNet runs an Affiliate Program via an Affiliate Link.
“Affiliate Acceptance Notification” is an email which will be sent to the individual or entity who has applied and been accepted on our Affiliate Program. It is sent to the email address supplied as part of the application. The Affiliate Agreement is live and these terms are fully enforceable at the point that the Affiliate Acceptance Notification is sent.
“Customer” means the authorized actual user of the Products purchased on a vendor website for which UberNet runs an Affiliate Program, after being an Affiliate Lead.
“Site Content” means all information, data, text, messages, software, sound, music, video, photographs, graphics, images, and tags from any site that we may incorporate into our services.
“Vendor” and “Vendor’s Products” means an e-commerce website for which UberNet runs an Affiliate Program and the products, goods or services for sale on it.
3. Non-Exclusivity
3.1 This Agreement does not create an exclusive agreement between you and us. Both you and we will have the right to recommend similar products and services of third parties and to work with other parties in connection with the design, sale, installation, implementation and use of similar services and products of third parties.
4. Affiliate Conduct Obligations
4.1 We expect the content of any review to be a truthful and honest expression of personal opinion based on direct experience or research.
4.2 We expect those individuals and other entities who are accepted on our Affiliate Program to conform to certain reasonable standards and we may reject your application or cancel your account at any time, at our sole discretion, if we determine that your site is unsuitable for our Program. Reasons for this include, but are not limited to, if we believe your site to do any of the following:
(a) Promote sexually explicit materials
(b) Promote violence
(c) Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, political opinion or age
(d) Promote illegal activities, or activities which we may judge to be illegal at our sole discretion.
(e) Has a name that includes any names, trademarks or brands, or variations or misspellings, of any of the vendor websites for which UberNet runs an Affiliate Program.
(f) Incorporate any materials which infringe, or assist others to infringe, on any copyright, trademark or other intellectual property or that violate the law or are likely, at our sole discretion, to cause outrage
(g) Incorporate any materials that we judge in any way unlawful, harmful, threatening, defamatory, obscene, harassing, racist or ethically or otherwise objectionable to us, at our sole discretion
(h) Is, or is perceived to be, from an entity or individual who had previously been barred or refused admission to the Affiliate Program, or we have a reasonable belief is on behalf of such an entity or individual
(i) Contains software downloads that potentially enable diversions of commission from other affiliates in our program
(j) Attempts to circumvent any aspects of our Affiliate Agreement or other policies
4.3 You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles any of the vendor websites for which UberNet runs an Affiliate Program nor design your website in a manner which leads customers to believe you are one of the vendor websites for which UberNet runs an Affiliate Program or any other associated business.
4.4 It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image or any other copyrightable work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
4.5 You may not purchase products through your affiliate links for your own use. Such purchases may result (in our sole discretion) in the voiding of commission and/or the termination of this Agreement.
4.6 All participants in our Affiliate Program affirm that they aware of their legal responsibilities when offering commentary or product reviews.
4.7 All participants in our Affiliate Program affirm that they aware of their financial and taxation responsibilities and requirements.
5. Becoming an UberNet Affiliate
5.1 All applicants to become an UberNet Affiliate require a website, affiliate accounts may not be based fully on social media, and warrant that they are either the owner of the specified website or are otherwise authorized to administer it and enter in to this agreement. All individual applicant’s warrant and confirm that they are over 18.
5.2 To begin the enrollment process, you must complete and submit an online application at postaffiliatepro.com. The fact that we auto-approve applications does not imply that we may not reject or re-evaluate your application at any time.
5.3 Once you complete an application to become an Affiliate, we will review your application and notify you whether you have been accepted to participate in our Affiliate Program, or not.
5.4 Before we approve an application, we may want to review your application with you – so we may reach out to you for more information. At our sole discretion we may require that you complete certain requirements or certification(s) before we accept your application. This may include, but is not limited to, ID checks in some circumstances or changes to your website.
5.5 If we do not notify you that you are accepted to participate in the Affiliate Program within thirty (30) days from your application, your application is considered to be rejected.
5.6 The Affiliate or applicant is solely responsible for any costs associated with complying with any enrolment requirements or certification(s) whether their application is ultimately successful or not and if their account is terminated for any reason at any time.
5.7 If you are accepted to participate in the Affiliate Program you will be sent an Affiliate Acceptance Notification. At that point the terms and conditions of this Agreement shall apply in full force and effect, until terminated, subject to the terms set forth in this Agreement. You may still need to complete any enrolment criteria set out in the Affiliate Acceptance Notification, if applicable.
5.8 Failure to complete any notified enrolment criteria within thirty (30) days of your acceptance will result in the immediate termination of this Agreement and you will no longer be able to participate in the Affiliate Program.
5.9 Your acceptance and participation in the Affiliate Program for a particular site does not mean that you will be accepted into any other UberNet Programs. In order to participate in these programs, you will need to apply in accordance with the relevant application procedure.
5.10 You will comply with the terms and conditions of this Agreement at all times, including any applicable Affiliate Program Policies.
6. Running an Affiliate Account
6.2 As a member of our Affiliate Program, you will have access to a Post Affiliate Pro account. Here you will be able to review our Program’s details, access previously-published affiliate newsletters, download HTML code (that provides for links to web pages within vendor websites), find banner images plus browse and get tracking codes for our coupons and deals. In order for us to accurately keep track of all guest visits from your site to the vendors sites, you must use the HTML code that we provide for each banner, text link or other affiliate link we provide you with.
6.3 Affiliates are entirely responsible for making sure that any links and tagged banners placed on their site are working properly. Improperly installed links may cause a loss of commission. Uber Network Ltd is not liable for any such ‘lost’ commission.
6.4 The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary, to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
6.5 Individual Affiliate accounts may not be merged or joined.
6.6 In the event of the sale of a company or entity that holds an Affiliate Account we reserve the right to ask that the application to participate in the Affiliate Program be done again. There is no automatic acceptance.
6.7 All banner artworks are, and will remain, the exclusive or licensed property of Uber Network Ltd. You may not modify them without permission. UberNet reserves the right to update or withdraw any of its banners from use. Permission to use any banner is at the sole discretion of UberNet, permission to use any all material may be withdrawn at any time but is specifically withdrawn if an Affiliate Account is terminated for any reason.
6.8 Uber Network Ltd reserves the right, at any time, to review your placement and approve or disapprove the use of your Links and require that you change the placement or use to comply with the guidelines provided to you.
7. Promotion Restrictions
7.1 You are free to promote your own websites, but naturally any promotion that mentions brands and the e-commerce websites for which UberNet runs an Affiliate Program could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by UberNet as a condition of membership on the Affiliate Program
7.2 We reserve the right to review emerging trends and methodologies in advertising and to add to the list of techniques or activities prohibited under this agreement, at our sole discretion.
7.3 Advertising commonly referred to as “spamming” is unacceptable to us as it could cause damage to our name, and that of our vendors.
7.4 Other generally prohibited forms of advertising include the use of unsolicited commercial email, postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name or your return email address.
7.5 Subject to the relevant regulations in your market you may use mailings to customers to promote vendor products – UberNet does not supply mailing lists. Any mailings that mention or include vendor products must be compliant with the regulations of the recipient’s locality – such as GDPR. Where applicable this includes, but is not limited to, the recipient already being a customer or subscriber of your services or website and that they have the option to remove themselves from future mailings.
7.6 You may post to newsgroups to promote vendor’s products so long as the newsgroup specifically welcomes commercial messages.
7.7 At all times, you must clearly represent yourself and your websites as independent from any and all of our vendors.
7.8 If it comes to our attention, from any source, that you are spamming we will consider that cause for immediate termination of this Agreement and your participation in the Affiliate Program.
7.9 Affiliates that exclusively bid in their Pay-Per-Click campaigns on keywords directly related to the vendor’s domains, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – will be considered trademark violators and will be banned from the Affiliate Program. We reserve the right to expel any trademark violator from our affiliate program without prior notice and on the first occurrence of such PPC bidding behavior.
7.10 Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true and these are valid leads (i.e., sincerely interested in a vendor’s products) and that they are permitted to do so under local regulations.
7.11 Affiliates must not make us of any so-called ‘interstitials,’ ‘Parasiteware™,’ ‘Parasitic Marketing,’ ‘Shopping Assistance Application,’ ‘Toolbar Installations and/or Add-ons,’ ‘Shopping Wallets,’ or ‘deceptive pop-ups and/or pop-unders’. This is considered to be a circumvention of the terms of the Affiliate agreement.
As used herein “Parasiteware™” and “Parasitic Marketing” shall mean an application that;
(a) through accidental or direct intent causes the overwriting of affiliate and non affiliate commission tracking cookies through any other means than a customer-initiated click on a qualifying link on a web page or email;
(b) intercepts searches to redirect traffic through an installed software, thereby causing pop ups, commission tracking cookies to be put in place, or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo and similar search or directory engines);
(c) Set commission tracking cookies through loading of a vendor site in IFrames, hidden links, and automatic pop ups that open vendor sites;
(d) Targets text on websites, other than those websites 100 percent owned by the application owner, for the purpose of contextual marketing;
(e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on websites 100 percent owned by the owner of the application.
7.12 Affiliates may not use listings on coupon sites, utilise fake coupon codes or any other sort of deal offer to promote and of our Vendor’s Products.
7.13 Affiliates that are found to be cyber-squatting or typo-squatting on trademark-related domains will be immediately banned from the program.
8. UberNet Rights and Obligations
8.1. We have the right to monitor your site at any time and without notice to determine if you are following the terms and conditions of this Agreement. We may notify you
(a) of any changes to your site that we feel should be made
(b) to make sure that your links to our web site are appropriate
(c) make you aware of any changes that we believe, at our sole discretion, are necessary to be made under this Agreement or other policies.
8.2 If you do not make the changes to your site that we feel are necessary we reserve the right to terminate your participation in the Affiliate Program.
8.3 Uber Network Ltd reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you commit fraud in your use of the Affiliate Program or should you abuse this program in any way.
8.4 Uber Network Ltd reserves the right to terminate this Agreement and your participation in the Affiliate Program immediately and without notice to you should you breach the terms of the Program or other applicable policies in any way.
8.5 Without waiving our rights to terminate an account UberNet may place an account on suspension while investigating issues arising from discovered situations or allegations from third parties. Such a suspension will be for a period of up to 28 days and may be renewable. Notice of suspension and any renewal will be given by email.
8.6 In the event of termination under clauses 8.3 and 8.4 all accrued commission is voided and UberNet shall not be liable to you for any commissions.
8.7 In the event of suspension under clause 8.5 all accrued commission is frozen and UberNet shall not be liable to you for any commissions during the period of suspension.
8.8 We reserve the right to ask Affiliates to provide documentary verification of their ID. This specifically includes, but is not limited to, all Affiliates who earn more than $10,000 (ten thousand US dollars in a calendar month) – in line with UK regulations on money laundering and high value transactions.
8.9 Vendor’s have an absolute right to refuse service to any prospective customer – including, but not limited to, those engaged in the practice of retail arbitrage or other breaches of their terms of sale. This right is recognised and accepted by all parties in this agreement.
9. Payment
9.1 You will create a password so that you may enter Post Affiliate Pro’s secure affiliate account interface. From their site you will be able to receive your reports that will describe our calculation of the commissions due to you.
9.2 For a Product sale to be eligible to earn a commission, the customer must click-through a Special Link from your site, email, or other communications to a vendor’s site and buy the Product.
9.3 Commission will continue to accrue on every transaction that occurs via the Link, as long as the cookies generated from such a Link remain active. If that link is broken – for instance the customer deletes the cookies on their machine – then further transactions will not generate commissions. You accept that this is beyond our control and that we have no responsibility or liability for the lifespan of cookies or other tracking systems.
9.4 The commission structure is based on an agreed percentage of the transaction value and is subject to review and change at our discretion. We will notify all Affiliates, via email, 30 days prior to a commission structure change. Commissions earned under the previous structure will be paid under the previous structure. Commissions under the new structure will be paid under the new structure.
9.5 If a customer subsequently claims a refund on a transaction, for any reason, or if a transaction is reversed or refused by the vendor because of fraud, or any other reason, then the Affiliate commission on that transaction will be voided or reclaimed from your Affiliate Account. This can, from time-to-time, cause a negative balance on your account if the account balance has been paid before the refund or cancellation is processed.
9.6 If the vendor is unable to supply the products and orders are cancelled then the Affiliate commission on that transaction will be voided. UberNet has no liability for stock shortages and failures to supply, however they occur. This includes, but is not limited to, any suggestion of ‘lost’ commission. UberNet does not give promises or guarantees as to the levels of potential commission from any vendor site.
9.7 We reserve the right to void, at our sole discretion, commissions earned through fraudulent, illegal, overly aggressive or questionable sales or marketing methods and/or terminate membership of the Affiliate Program.
9.8 All affiliate transactions are conducted in US Dollars, conversion to other currencies and any subsequent fees are the responsibility of the Affiliate.
9.9 Payments are made via PayPal™ to the email address registered on the postaffiliatepro.com platform at the time the payment is due. Balances over $1000 can be paid by bank credit transfer upon request and the supply of bank details.
9.10 You accept that currency conversion rates are as set from time to time by PayPal™ or the Affiliate’s bank, depending on the payment method. UberNet has no responsibility for setting these rates.
9.11 In order to control cost and administration time Uber Network Ltd operates a payment threshold. This is currently $100 and we reserve the right to review this in the future.
9.12 Payments to an Affiliate only happen when you've earned more than $100 in accrued commissions before the due date. If your Affiliate Account never crosses the $100 threshold then your commissions will not be realized or paid – however, account balances do not expire and the threshold can be reached over any period of time
9.13 Payments will also only be made, subject to the payment threshold, to Affiliates who have an account in good standing at the time the payment is due.
9.14 All payments are made in the amounts as recorded and notified by postaffiliatepro.com on the regular due date for that account. If your accrued affiliate earnings are continuously over $100 on the due dates, you’ll be paid approximately every 30 days.
9.15 Affiliates are entirely and solely responsible for the accuracy, validity and security of their payment information. UberNet accepts no liability for losses and costs incurred because of delays, theft, fraud or human error on your part – including, but not limited to:
(a) If information is wrong or incomplete so that payment can not be completed on the due date. Payment will not be attempted again until the next due date.
(b) If information is wrong or incomplete so that payment is held to have been made to the wrong party this is the responsibility of the Affiliate. This explicitly includes changes to the account settings so that a payment is diverted or stolen.
9.16 If you are registered for VAT in Europe and supply us with a valid VAT number this will be automatically added to your payments at the current rate.
10. Modification
10.1 We may modify any of the terms and conditions in this Agreement at any time, at our sole discretion. In such an event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and Affiliate Program rules.
10.2 If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in our Affiliate Program after thirty (30) days following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
11. Termination
11.1 Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail or email. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you.
11.2 Payment of commission requires the Affiliate to have an Affiliate profile in good standing when payment is due – termination by any party will result in the loss of any unpaid commission.
12. Grant of Licenses
12.1 We grant to you a non-exclusive, non-transferable and revocable right to:
(a) access our vendor’s sites through HTML links, solely in accordance with the terms of this Agreement
(b) solely in connection with such links, to use any logos, trade names, trademarks, and similar identifying material (collectively, the “Licensed Materials”) that we provide to you or authorize for such purpose.
(c) You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of the Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of the vendor and the good will associated therewith will inure to the sole benefit of the vendor.
12.2. All parties agree not to use the other’s proprietary materials in any manner that is disparaging, misleading, obscene, or otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
13. Disclaimer
UBER NETWORK LTD MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING THE PRODUCTS OR SERVICES PROVIDED BY OURSELVES, POSTAFFILLIATEPRO,COM OR ANY PRODUCT VENDORS. ANY IMPLIED WARRANTIES OF A VENDOR OR A PARTICULAR PRODUCT’S ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITES, OUR VENDOR’S SITES OR POSTAFFILLIATEPRO.COM WILL BE UNINTERRUPTED OR ERROR FREE AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
14. Representations and Warranties
You represent and warrant that:
14.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
14.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
14.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
15. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL UBERNET’S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
16. Indemnification
16.1 You hereby agree to indemnify and hold harmless Uber Network Ltd and its subsidiaries and affiliates, their directors, officers, employees, agents, shareholders, partners, members and other owners against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as “Losses”) insofar as such Losses (or actions in respect thereof) arise out of or are based on:
(a) any claim that your use of trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party,
(b) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or
(c) any claim related to your site, including, without limitation, content therein
17. GDPR and Privacy
17.1 As a UK Limited company Uber Network Ltd is subject to UK GDPR regulations. Permission to store and process Affiliate data is an explicit part of the enrolment process.
17.2 This data is stored and processed on behalf of UberNet by Quality Unit, LLC. 3616 Kirkwood Highway, Suite A #1130 Wilmington, DE 19808 as a third-party data processor.
17.3 UberNet and its subsidiaries will not pass Affiliate data to any third party unless required to by law.
17.4 Customer transactions are subject to a separate privacy policy and data on specific customer’s will not be shared with affiliates.
17.5 For more information please refer to our full Privacy Policy
18. Confidentiality
18.1 All confidential information – including, but not limited to, any business, technical, financial, and marketing information that is disclosed by one party to the other during negotiation, or over the effective term of this Agreement, which is marked “Confidential,” will remain the sole property of the disclosing party. Each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
19. Miscellaneous
19.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Uber Network Ltd. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your site or any other site or otherwise, that reasonably would contradict anything in this Agreement.
19.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
19.3. This Agreement shall be governed by and interpreted in accordance with the laws of the United Kingdom – without regard to the conflicts of laws and principles thereof.
19.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
19.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
19.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
19.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.
