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Taxes. All sales, use, service, income or other taxes of any governmental authority, howsoever levied, based on or related to Fees received by affiliate from ADA are the responsibility of and shall be paid by Affiliate. Each party shall be responsible for and pay all sales, use, service, income or other taxes of any governmental authority, howsoever levied, based on or related to such party’s sales or licenses of goods and services to or from any third person.
Records. ADA shall maintain site logs and business and financial records that contain information sufficient to verify the completeness and accuracy of all Fees and Reports (“Records”) for a period of at least one (1) calendar year after each calendar quarter to which such Fee or Report relates. During this period, Affiliate shall have the right, at its own expense and on thirty (30) days advance written notice to ADA to have its auditors examine the Records for the sole purpose of certifying the accuracy of Reports and determining the amount of Fees due, if any, to Affiliate. In the event such auditing of the Records indicates any underpayment of Fees paid to affiliate, ADA shall pay affiliate the additional amount of Fees due to affiliate pursuant to the audit, plus interest thereon under Section 6(c), and if the underpayment exceeds five percent (5%) of the actual Fees due and payable to affiliate for any given calendar quarter, ADA shall pay all costs and expenses of affiliate associated with such audit.
Disclaimer. THE PARTIES MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE, CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ITS SUBJECT MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT OR OTHERWISE EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EACH OF THE PARTY’S RESPECTIVE TOTAL LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE TOTAL FEES DUE HEREUNDER.
Term. This agreement may be terminated by either party at any time.
General:
a. Independent Contractors. The parties and their respective personnel, are and shall be independent contractors and neither party by virtue of this Agreement shall have any right, power or authority to act or create any obligation, express or implied, on behalf of the other party.
b. Waiver. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, or no partial exercise of any right or remedy hereunder shall constitute a waiver of any other right or remedy, or future exercise thereof.c. Severability. If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.
c. Notice. All notices shall be in writing and shall be deemed delivered when received by certified mail, postage prepaid, return receipt requested, or when sent by facsimile or e-mail confirmed by call back. All notices shall be directed to the parties at the respective addresses given above or to such other address as either party may, from time to time, designate by notice to the other party.e. Amendment. No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both parties. f. Law. This Agreement shall be governed in all respects by the laws of the State of Oregon without regard to its conflict of laws provisions. The parties agree that any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the arbitration award may be entered in any court having jurisdiction thereof.
On behalf of the Affiliate:
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