Terms & Conditions
CHECKSFORLESS.COM, INC. AFFILIATE ADVANTAGE PROGRAM
IMPORTANT-READ CAREFULLY: THIS AFFILIATES PROGRAM AGREEMENT, INCLUDING APPLICABLE OFFERS (COLLECTIVELY, THE "AGREEMENT"), IS A LEGAL AGREEMENT BETWEEN YOU
AND CHECKSFORLESS.COM FOR PARTICIPATION IN THE CHECKSFORLESS.COM AFFILIATE ADVANTAGE PROGRAM ("PROGRAM") AS MANAGED BY AND THROUGH THE AFFILIATE RESOURCE
CENTER. BY REGISTERING FOR AND PARTICIPATING IN THE PROGRAM, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS
AGREEMENT, DO NOT REGISTER FOR OR PARTICIPATE IN THE PROGRAM. IF YOU DO NOT AGREE TO AND ACCEPT THE TERMS OF THIS AGREEMENT IN ITS ENTIRETY AND YOU ARE
ALREADY A CHECKSFORLESS.COM AFFILIATE, IMMEDIATELY TERMINATE ALL USES OF CHECKSFORLESS.COM'S MARKS AND ANY LINKS TO CHECKSFORLESS.COM'S WEBSITE(S).
AS USED IN THIS AGREEMENT "WE" MEANS CHECKSFORLESS.COM AND ITS SUBSIDIARIES AND CORPORATE AFFILIATES ("CHECKSFORLESS.COM") AND "YOU" MEANS THE PARTICIPATING
WEB AFFILIATE ("AFFILIATE" OR "YOU").
1. PARTICIPATION IN THE PROGRAM
This agreement governs participation in the Checksforless.com, Inc. Affiliate Advantage Program only.
Once you are accepted into the Program, you will be able to participate in the Program subject to the terms and conditions of this Agreement. You should also note
that if you are accepted to participate in the Program and your Site is thereafter determined (in our sole discretion) to be unsuitable based on the criteria below for the
Program, we may terminate this Agreement:
- Promote (including, without limitation, links to) sexually explicit materials
- Promote violence
- Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
- Promote illegal activities
- Manipulate key word searches on portals
- Misrepresent themselves as a Checksforless.com Website by co-opting the visual "look and feel" of or text from Checksforless.com's Site
- Include "Checksforless.com" or variations or misspellings thereof in their domain names
- Otherwise violate intellectual property rights, including, without limitation, "scraping" text or images from Checksforless.com's Websites
- Have traffic of less than 25 unique visitors per day
- Otherwise are considered offensive or inappropriate at Checksforless.com's discretion
2.1 "Checksforless.com Site" means the U.S. only Checksforless.com website located at the URL www.checksforless.com.
2.2 "Offer" means a specific offer posted by Checksforless.com on its Program site located within the Affiliate Resource Center portion of its site that receives
an identification affiliate code from Checksforless.com. The terms and conditions of such Offers shall be incorporated into this Agreement.
2.3 "Qualifying Link" means an Checksforless.com Business link from your Site to Checksforless.com's Site using one of the Required URLs or any other URL or graphic
link provided by Checksforless.com for use in the Program. A Qualifying Link may reference any promotion publicly available on Checksforless.com's Site or any coupon codes
provided to the Affiliate by Checksforless.com, but may not reference any coupon codes that the Affiliate may obtain from other sources, including but not limited to
Checksforless.com marketing materials.
2.4 "Qualifying Product" means an Checksforless.com product or service that is offered for sale by Checksforless.com at the Checksforless.com Site and is the subject of an Offer.
2.5 "Qualifying Product Sales" means sales of Qualifying Products offered at Checksforless.com's Site and specifically excludes sales of Checksforless.com products and services
sold: (a) through any Checksforless.com sales segment other than the Checksforless.com Affiliate Advantage Program, including, but not limited to, Catalog distribution, direct mailings,
emails or (b) through a non-U.S. site.
2.6 "Qualifying Product Revenues" means revenues derived by us from Qualifying Product Sales, excluding costs for shipping, handling, gift-wrapping, taxes, service charges,
credit card processing fees, bad debt, and promotional discounts as advertised.
2.7 "Required URLs" means the special URLs specified in an Offer to be used to link from your Site to Checksforless.com's Site.
2.8 "Session" means the period between the time a Customer (as defined in Section 5.1 below) first clicks on a Qualifying Link on your Site and the time the Customer makes an
online purchase at the Checksforless.com Site, provided that both the click on the Qualifying Link and such online purchase is made during the same browser session. By way of example
and for clarification, a Session will occur if a Customer exits the Checksforless.com Site after clicking through a Qualifying Link but returns directly to the Checksforless.com Site
during the same browser session. However, a Session will not occur if a Customer exits the browser after clicking through a Qualifying Link, then re-launches the browser and returns
to the Checksforless.com Site.
2.9 "Site" means a World Wide Web Site and, depending on the context, includes the website that you will link to the Checksforless.com Site as identified in your Affiliate
Resource Center registration form.
3.1. From time to time, Checksforless.com may post on Checksforless.com Affiliate Advantage Program offers to pay members of the Checksforless.com Affiliate Program, as well as
other participating Checksforless.com web affiliates who may not be members of the program, a specified referral fee on certain Qualifying Product Sales to third parties through a Qualifying Link.
3.2. The terms of an Offer, as posted on the Affiliate Resource Center or otherwise communicated to you shall be governed by the terms and conditions of this Agreement. However, in the event
of any inconsistency between the terms of the specific Offer and the terms of this Agreement, the terms of the Offer shall govern.
3.4. At any time prior to you providing a Qualifying Link, Checksforless.com may with or without notice (a) change, suspend or discontinue any aspect of an Offer or (b) remove, alter,
or modify any graphic or banner ad provided to you pursuant to an Offer. You agree to promptly implement any request from Checksforless.com to remove, alter or modify any graphic or banner
ad submitted by you that is being used in connection with an Offer.
4. YOUR RESPONSIBILITIES
4.1. You shall only link your Site to areas within Checksforless.com's Site using Required URLs for the Program. You may post as many links to the Required URLs as you like. The position,
prominence and nature of links on Checksforless.com's Site shall comply with any requirements specified in the Offer, but otherwise will be in Checksforless.com's discretion. Only valid
Qualifying Links generated by the Affiliate Resource Center will be tracked for purposes of determining referral fees that you may be eligible to receive on Qualifying Product Sales generated
through your Site.
4.2. Checksforless.com will not, and is not obligated to, make any representations, warranties or other statements concerning you, your Site, any of your products or services, or your Site
policies, except as expressly authorized by the Offer.
4.3. You will be solely responsible for the development, operation and maintenance of your Site and for all materials that appear on your Site. We disclaim all liability for such materials.
You shall indemnify and hold us harmless from all claims, damages and expenses (including, without limitation, attorney's fees) relating to the development, operation, maintenance and contents
of your Site. You are also responsible for notifying us and the Affiliate Resource Center of any malfunctioning of the Required URLs or other problems with your participation in the Program
in accordance with the terms of the Offer and this Agreement. Checksforless.com (or a designee such as the Affiliate Resource Center) will respond in normal course to all concerns upon notification.
4.4. You will (1) not make any representations, warranties or other statements concerning Checksforless.com, Checksforless.com's Site or the Affiliate Resource Center; (2) protect
Checksforless.com’s confidential information and (3) not use or display the Affiliate Resource Center's trademarks or otherwise infringe the Affiliate Resource Center's intellectual property rights.
5. REFERRAL FEES
5.1. We agree to pay you the referral fee based on Qualifying Product Revenues specified in the Offer if: (a) a visitor to the Checksforless.com Site (a "Customer") purchases a Qualifying
Product, accepts delivery of the Qualifying Product at the shipping destination within the 50 United States, and remits full payment to us; (b) that Customer has accessed the Checksforless.com
Site and completed a Qualifying Product Sale online via a Qualifying Link from your Site, provided that it is the last link to the Checksforless.com Site that the Customer uses during a Session
where a sale of a product or a service to Customers occurs; (c) that Customer does not subsequently return or cancel the Qualifying Product purchase; (d) you have not otherwise received a referral
fee, discount or other payment from Checksforless.com.
In the event that a Customer purchases an Checksforless.com product or service through another Checksforless.com sales segment after accessing the Checksforless.com Site through a Qualifying
Affiliate Program Link, Checksforless.com is not obligated to pay you a referral fee.
5.2. Checksforless.com shall have the sole right and responsibility for processing all orders made by Customers. You acknowledge that all agreements relating to sales to Customers shall be
between Checksforless.com and the Customer. Customers who buy products through this Program will be deemed to be Customers of Checksforless.com. Accordingly, all Checksforless.com rules,
policies and operating procedures concerning customer orders and returns, customer service, customer data, and product sales will apply to those Customers. We may change our policies and
operating procedures at any time. For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices
and availability may vary from time to time. Because price changes may affect Products that you already have listed on your Site, you may not include price information in your Product
descriptions. We will use commercially reasonable efforts to present accurate information, but we cannot guarantee the availability or price of any particular Product.
5.3 All determinations of Qualifying Links and whether a referral fee is payable will be made by Checksforless.com.
5.4 For unresolved credit issues needing review, orders will need to be submitted to your current Checksforless.com and/or Affiliate Resource Center contact or to firstname.lastname@example.org
within 90 days of the transaction date.
6. AFFILIATE RESOURCE CENTER REPORTING
For Affiliates who qualify and remain eligible, the following terms regarding Affiliate Resource Center Reporting shall apply. This provision shall apply only to Affiliates who qualify and
maintain eligible to participate in this Program.
6.1 Through its third party service provider, the Affiliate Resource Center , Checksforless.com will make available to Affiliate an additional, online informational tracking service (currently
entitled the "Affiliate Resource Center"), which will enable Affiliate to access detailed click-through and sales information and identify the dollar value of transactions coming from a specific
source (collectively, the " Affiliate Resource Center Information"). Checksforless.com will own all right, title and interest in and to the Affiliate Resource Center Information. Affiliate agrees
that it shall be solely responsible for the implementation and integration of the Affiliate Resource Center into its own programs and services, and for obtaining any technical support or assistance
in connection with the foregoing.
6.2 Subject to the terms and conditions of this Agreement, Checksforless.com grants to Affiliate a worldwide, non-exclusive, royalty-free license to use Affiliate Resource Center Information
solely for its own internal business use. Affiliate will not disclose or permit the disclosure of any Affiliate Resource Center Information to any third party without Checksforless.com's
prior written consent. Affiliate agrees that it shall not use or permit any third party to use any Affiliate Resource Center Information or the Affiliate Resource Center (i) to track, compile
or aggregate any information by individual transaction, or (ii) in a manner that uniquely identifies individual Affiliate-driven visitors or individual transactions. You agree not to use any
of the Affiliate Resource Center Information provided in the Affiliate report to identify unique individual transaction activity without the express written consent of the individual.
6.3 Affiliate shall be solely responsible for any payments due in connection with Affiliate's own sub-affiliate, reward, loyalty, rebate or charitable giving service or programs, and to any
affiliate or any third party that Affiliate shares the fees. The Checksforless.com Affiliate Advantage Program shall have no direct or implied relationship with the sub-affiliates or other
entities associated with Affiliate described in neither this Section 6.3, nor any responsibility to provide service to those independent entities.
6.4 You are solely responsible for the technical implementation of the Affiliate Resource Center parameter and for maintaining proper link syntax. During the process of implementation, you
will conduct appropriate testing and verification of Affiliate Resource Center tracking including link creation, click-through, ordering and reporting as necessary to insure correct and
dependable operation of the Affiliate Resource Center tracking feature.
6.5 At the present time Checksforless.com can provide the Affiliate Resource Center to Affiliate free of charge. In the event that Checksforless.com begins to incur a charge through Affiliate
Resource Center or otherwise, for the Affiliate Resource Center, this charge will be passed along to the Affiliate. Affiliate agrees to pay all such charges to maintain its eligibility under
this Section 6.
6.6 At any time and in Checksforless.com's sole discretion, Checksforless.com reserves the right to modify, suspend or discontinue all or any portion of the Affiliate Resource Center, provided
that, in the event Checksforless.com discontinues the Affiliate Resource Center in its entirety, Checksforless.com shall exercise reasonable efforts to provide notice to Affiliates of such
discontinuation of service.
6.7 Promptly upon Checksforless.com's request, Affiliate shall provide Checksforless.com with a current, written list identifying the sub-affiliates or other third parties associated with
each unique Affiliate Resource Center parameter (the "Parameter List"). Checksforless.com agrees that is shall use the Parameter List for the sole purpose of administering the program,
monitoring proper use of the Affiliate Resource Center and enforcing its rights under this Agreement.
7. REFERRAL FEE PAYMENT
7.1 Unless otherwise stated in an Offer Addendum, we will pay you referral fees on a quarterly basis. Approximately thirty-five (35) days following the end of each quarter, we (or our designee, the Affiliate
Resource Center) will send you a check for the referral fees earned on Qualifying Product revenues for that quarter, less any returns and canceled orders. However, if the referral fees payable to you for
any quarter are less than $25.00, we will hold those referral fees until the total amount due is at least $25.00 or (if earlier) until this Agreement is terminated. If a customer returns a Qualifying Product
that generated a referral fee, we will deduct the corresponding referral fee from your next quarterly payment. If there is no subsequent payment, we will send you an invoice for the referral fee payable within
thirty (30) days of your receipt of the invoice.
8. OWNERSHIP AND LICENSES
8.1 Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation,
those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used or which may be developed and/or used by it in the future.
8.2 We grant you a limited, revocable, non-exclusive, license to use the graphic image and text, which may include our name, logos, trademarks, service marks (collectively, the "Checksforless.com
Marks"), designated in the Offer, only as provided to you through the Affiliate Resource Center Site and solely for the purpose of creating links from your Site to our Site pursuant to this
Agreement. Except as expressly set forth in this Agreement or permitted by applicable law, you may not copy, distribute, modify, reverse engineer, or create derivative works from the same. You
may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void. Any prominent use of the Checksforless.com
Marks on your Site must be approved by Checksforless.com prior to publishing. We may revoke your license at any time by giving you written notice.
8.3 The Parties understand and agree that Checksforless.com, Inc., owns the Checksforless.com Marks and may be a necessary party in any undertaking to enforce this Agreement.
8.4 As a condition to your acceptance and participation in the Program, you agree not undertake or engage in the following practices and any violation of this Section shall be deemed a material
breach of this Agreement:
Use or otherwise incorporate the word "Checksforless.com" or variations or misspellings in the domain name(s) of your Site(s), on any meta tags of Web pages comprising your Site,
or in advertising or searchable keywords;
- Modify or alter Checksforless.com's Site in any way;
- Make any representations, either express or implied, or create an appearance that a visitor to your Site is visiting Checksforless.com's Site, e.g. "framing" the Checksforless.com Site, without Checksforless.com's prior written approval; or
- "Scrape" or "spider" the Checksforless.com Site or any other Checksforless.com website for content (such as images, logos and text).
9.1 Either party may terminate an Offer at any time by deleting their acceptance of the Offer through the Affiliate Resource Center. Termination of a specific Offer shall not be deemed
to terminate any other Offers.
9.2 Either party may terminate this Agreement at any time, for any reason, upon five (5) days prior written notice of such termination to the other party. In addition, Checksforless.com
shall be entitled to terminate this Agreement immediately if you materially breach or violate any terms or conditions of this Agreement, or if Checksforless.com determines, in its sole
discretion, that there are technical, or operational issues (e.g. interruptions caused by or shifts in online/Internet technology) that adversely affect the implementation of the Program,
or the orders/referrals were obtained fraudulently, or through misrepresentation, in which case Checksforless.com reserves the right to withhold payment of associated referral pending an
investigation of the suspected fraud or misrepresentation. Termination of this Agreement shall also terminate any outstanding Offer. However, all rights to payment, causes of action and
any provisions that by their terms are intended to survive termination, shall survive termination of this Agreement.
9.3 Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your Site, all links to our Site, and all Checksforless.com trademarks, trade
dress and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.
9.4 You are only eligible to earn referral fees on Qualifying Product Revenues occurring during the term of this Agreement, and referral fees earned through the date of termination will
remain payable only if the related Qualifying Products are not canceled or returned by a Customer. In addition, we may invoice you for referral fees that were paid to you prior to termination
if those referral fees relate to Qualifying Products that are subsequently canceled or returned by a Customer. We may withhold your final payment for a reasonable time to ensure that the
correct amount is paid.
10.1. You represent and warrant that (a) you have the authority to enter into this Agreement and sufficient rights to grant any licenses expressed herein, and (b) any material displayed
on your Site will not: (i) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable
law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, anti-discrimination or
false advertising; (vi) promote violence or contain hate speech; (vii) promote discrimination based on race, age, sex, religion, nationality, sexual orientation or disability; (viii)
contain viruses, Trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines' or (ix) otherwise constitutes an "unsuitable Site" as determined
by Checksforless.com in accordance with the terms outlined in the Section I. above titled "Participation in the Program."
10.2. NEITHER PARTY MAKES ANY REPRESENTATIONS OR WARRANTIES TO THE OTHER PARTY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
Checksforless.com MAKES NO EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS WITH RESPECT TO THE PROGRAM OR ANY PRODUCTS SOLD THROUGH THE PROGRAM OR THAT OUR SITE WILL BE UNINTERRUPTED OR
ERROR-FREE AND WE WILL NOT BE RESPONSIBLE FOR CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
Each party hereby agrees to indemnify, defend and hold harmless the other party and its affiliates, directors, officers, employees and agents, from and against any and all liability, claims,
losses, damages, injuries or expenses (including reasonable attorneys' fees) brought by a third party, arising out of a breach, or alleged breach, of any of its representations or obligations herein.
12. LIMITATION OF LIABILITY
In no event will either party be liable to the other party for any direct, indirect, special, exemplary, consequential or incidental damages arising from or related to this Agreement, the
Program, or the Affiliate Resource Center , even if informed of the possibility of such damages. Further, Checksforless.com's aggregate liability arising from this Agreement and the Program
shall not exceed the total referral fees paid or payable to you under this Agreement.
13.1 No Agency. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect, and nothing in this Agreement (including any Offer)
shall create any partnership, joint ventures, agency, franchise, sales representative or employment relationship between the parties. Neither party shall make any statement, whether on their
sites or otherwise, that reasonably would contradict anything in the paragraph.
13.2 Responsibility for Binding Agreement. You acknowledge that you have read this Agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly)
solicit Customer referrals on terms that may differ from those contained in this Agreement or operate Sites that are similar to or compete with your Site. You have independently evaluated the
desirability of participating in the Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.
13.3 Jurisdiction; Venue. THIS AGREEMENT HAS BEEN MADE IN AND SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE UNITED STATE AND MAINE WITHOUT REFERENCE TO RULES GOVERNING
CHOICE OF LAWS. ANY ACTION TO ENFORCE THIS AGREEMENT MUST BE BROUGHT IN THE STATE OR FEDERAL COURTS LOCATED IN PORTLAND, MAINE, and you irrevocably consent to the jurisdiction of such courts.
13.4 Notice. Any notices required or permitted by this Agreement must be delivered to Checksforless.com via Registered mail to:
200 Riverside Industrial Parkway
Portland, Maine 04103
Attention: Checksforless.com Affiliate Advantage Program Coordinator
With a copy to: Checksforless.com Legal Department
Any notices required or permitted by this Agreement or communications in connection with this Program will be sent to you by Checksforless.com via e-mail at the address you provided when you
registered to become a member of the Affiliate Resource Center .
13.5 Counterparts; Manifestation of Assent. This Agreement may be agreed to in more than one counterpart, each of which together shall form one and the same instrument. The parties agree that
execution and manifestation of assent may be achieved in any format convenient to the parties.
13.6 Severability. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue
of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.
13.7 Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent, which may be withheld in our sole discretion. Subject to that
restriction, this Agreement will be binding on, inure to the benefit of, and enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict
performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.
13.8 Equitable Relief. The parties agree that any breach of either of the party's obligations regarding trademarks, service marks or trade names, confidentiality, links or the removal
of links, and/or user data may result in irreparable injury for which there may be no adequate remedy at law. Therefore, in the event of any breach or threatened breach of a party's obligations
regarding trademarks, service marks or trade names, confidentiality, links or the removal of links, and/or user data, the aggrieved party will be entitled to seek equitable relief in addition
to its other available legal remedies in a court of competent jurisdiction.
13.9 Obligation to Mediate in Good Faith. Except as provided in this Section 12.7, before either party initiates a lawsuit against the other relating to this Agreement, the parties agree
to mediate all disputes and claims arising out of or relating to this Agreement, the parties' performance under it, or its breach. To this end, either party may request, after informal discussions
have failed to resolve a dispute or claim, that each party designate an officer or other management employee with authority to bind the party to meet in good faith and attempt to resolve the
dispute or claim through mediation. During their discussions, each party will honor the other's reasonable requests for information that is not privileged and relates to the dispute or claim.
This Section does not apply (i) should the expiration of the statute of limitations for a cause of action be imminent, or (ii) if a party is seeking an injunction pursuant to Section 12.8.
13.10 Force Majeure. You acknowledge that Checksforless.com's and Rackspace's servers, equipment, and services (e.g. tracking and reporting) may be subject to temporary modifications
or shutdowns due to causes beyond Checksforless.com's and Server Owner’s reasonable control. Such temporary service interruptions will not constitute a material breach of this Agreement.
Checksforless.com and Affiliate Resource Center will use commercially reasonable efforts to provide the services contemplated under this Agreement and to remedy any temporary interruptions
or other problems that adversely affect the Program.
13.11 Attorneys' Fees. In the event any action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party
is be entitled to receive from the other party, will be entitled to receive its reasonable attorneys' fees and costs incurred in bringing such action.
13.12 Survival. Sections 8 (Termination), 10 (Indemnification), 11 (Limitation of Liability), and 12 (General), including all subsections thereof, shall survive the termination
of this Agreement.
13.13 Modifications. We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new
agreement on the Affiliate Resource Center Site and giving you notice of the modification through the Affiliate Resource Center. Modifications may include, for example, changes in
the scope of available referral fees, referral fee schedules, payment procedures and Program rules. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE
THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING OUR POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.