Founding Circle Membership Terms & Conditions
These Terms and Conditions (“Terms and Conditions”) are incorporated into and made a part of the Referral Partner Founding Member Membership Program Agreement (“Agreement” or “Membership Agreement”) by and between ARF Financial, LLC, a California limited liability company (“ARF”) and the referral partner (“Member”) named in the Agreement.
1. Definitions. Capitalized terms used in the Agreement which are not otherwise defined in the Agreement and used herein shall have the meaning ascribed to them as follows:
“Advance” or “Additional Advance” means the Loan or additional Loan provided to a Borrower or Affiliated Borrowing Group. Each Advance has its own terms and amortization schedule, and the Loan Amount of each Advance or Additional Advance will be used to determine the Membership Benefits provided for herein. Advances or Additional Advances only apply to Term Loans, Flex Pay Loans and IO Flex Pay Loans. A “Redraw” under a TLRP, as later defined herein, is not considered to be an Advance for purposes of determining the Referral Fee or Residual Fees due hereunder but instead may be eligible for a fee based upon the Increment Amount as provided in Section 5 (e) below.
“Affiliated Borrowing Group” means all loans to any group of borrowing entities that share common ownership or guarantors.
“Agreement” means the Referral Partner Founding Member Membership Program Agreement entered into between Member and ARF and includes these Terms and Conditions.
“ARF Rep” means the ARF Sales Representative that has been designated and assigned to Member in accordance with the Agreement and these Terms and Conditions.
“Borrower(s)” or “Merchant(s)” means a Referral that has a Loan funded under this Agreement.
“Cash Out” means the amount of funds provided to a Borrower for a Term Loan, Flex Pay Loan or IO Flex Pay Loan less the loan proceeds used to pay off an existing Loan. The term Cash Out does not apply to a Redraw of a TLRP during the Revolving Period of the TLRP.
“Co-Branded Marketing Slick” means a digital promotional flyer produced by ARF which jointly promotes Member and ARF’s Lending Services and Loan Products which may be requested by Member as provided in this Agreement.
“Extended Term” means the Extended Term of a Flex Pay Loan, or an IO Flex Pay Loan as provided in the Merchant Agreement with the Merchant.
“Fees” means collectively the Referral Fees and Residual Fees subject to the qualification requirements as set forth herein.
“Flex Pay Loan” means a loan with amortizing weekly payments that provides for an Initial Term consisting of a number of weeks and an Extended Term consisting of a number of weeks if the Merchant elects to not pay off the Loan during the Initial Term.
“Founding Circle Member” means the Member that has entered into this Agreement as a Founding Circle Member.
“Highest Advance” is the highest Loan Amount made during the Revolving Period of a TLRP as further described in Section 5(e) below.
“Increment Amount” is the difference between the Highest Advance made during the Revolving Period of a TLRP and the previous Highest Advance made during the Revolving Period under a TLRP as provided in Section 5(e).
“Initial Term” means the Initial Term of a Flex Pay Loan, or an IO Flex Pay Loan as provided in the Merchant Agreement with the Merchant.
“IO Flex Pay Loan” means a loan with an Initial Term consisting of a number of weeks of “interest only” payments and an Extended Term consisting of a number of weeks of amortizing (“principal and interest”) weekly payments if the Merchant elects to not pay off the Loan during the Initial Term.
“Lender(s)” has the meaning as set forth in the Agreement.
“Lending Services” has the meaning as set forth in the Agreement.
“Loan” means a loan funded to a Borrower or an Affiliated Borrowing Group, including a Renewal, either directly by ARF or an affiliate of ARF or through ARF’s Lending Services for Loans made by ARF’s partner Banks, based upon a Referral made by Member after the Validation Date.
“Loan Amount” means the principal amount of a Loan made to a Borrower or Affiliated Borrowing Group but in case of an Advance or a Renewal, only the Cash Out portion is included for purposes of determining the Membership Benefits. This definition of Loan Amount does not apply to TLRPs and for purposes of determining the Referral Fees on TLRPs which is provided in Section 5(e) below.
“Loan Products” means the specific types of Loans offered by ARF and in connection with its Lending Services which include Term Loans, Flex Pay Loans, IO Flex Pay Loans and TLRPs.
“Marketing Services” applicable to Founding Circle Members means the Member URL and the Co-Branded Marketing Slick which Member may request from ARF as provided herein.
“Member Application Registration Page” means the ARF loan application web page that will be “linked” to the Member via the Member URL for all Referrals who complete the loan application/registration from such web page.
“Member Benefits” or “Membership Benefits” means collectively the Referral Fees, the Residual Fees and Marketing Services which Member will receive for being a Founding Circle Member. If Member is in material breach of this Agreement, Member may be terminated in which case Member shall receive no future Membership Benefits, including but not limited to Residual Fees.
“Member URL” shall mean a unique “URL” providing an identifier link to ARF’s merchant and loan application portal which will identify the merchant as a Member Referral after the merchant completes the registration and application for a Loan.
“Member Program” means the Founding Circle Member Program which Member has joined and is applicable to the Member pursuant to the terms of the Agreement and these Terms and Conditions.
“Merchant Agreement” means the loan agreement entered into with a Borrower and any amendments thereto covering Additional Advances and Renewals.
“Pay Down” means the making of a principal payment which is in addition to the principal portion of the weekly payments due under a TLRP during the Revolving Period of the TLRP.
“Redraw” means where the Merchant has received an Additional Advance under a TLRP during the Revolving Period and has entered into an amendment to the Merchant Agreement.
“Referral” has the meaning as defined in Section 3 below.
“Referral Fee” means the applicable percentage of Loan Amount which Member will receive based upon the applicable Membership Benefits which Member has elected to participate in under this Agreement based upon Referrals made by Member which result in funded Loans as more particularly described in these Terms and Conditions.
“Renewals” has the meaning as defined in Section 6 below.
“Reset” means the occurrence of a Pay Down or Redraw made on a TLRP during the Revolving Period.
“Residual Fee” means the applicable percentage of Loan Amount which Member will receive based upon the applicable Membership Benefits which Member has elected to participate in under this Agreement based upon Renewals of Loans funded for Referrals made by Member which result in funded Loans as more particularly described in these Terms and Conditions. A Redraw of a TLRP during the Revolving Period is not considered to be a Renewal for purposes of determining Residual Fees but instead will receive a fee on the Increment Amount, if applicable, as provided in Section 6(e) below. Residual Fees are only paid on Renewals for a term of 3 years from the initial Borrower Loan.
“RNCO” means an amendment to the Borrower Loan at the request of the Borrower that involves modification or extension of the payment terms where no additional “cash out” is being paid directly to the Borrower in connection with such amendment.
“Term” and “Initial Term” shall have the meaning set forth in Section 11 of the Terms and Conditions.
“Term Loan” means a Loan with a fixed number of weeks of amortizing (principal and interest) loan payments and is not a Flex Pay Loan, IO Flex Pay Loan or TLRP.
“TLRP” means a Term Loan with a “Revolving Period” during which time a Merchant can Pay Down the Loan and Redraw the Loan up to its approved Loan Amount.
“Validation” or “Validated” shall mean ARF’s approval of Member under the Founding Circle Member Program in its sole and complete discretion based upon such Member providing all required information in the Agreement and ARF validating the same as being accurate and confirmation that a Member is not already a Member. ARF may perform public records background checks on prospective Members to determine their business and personal reputation and may reject or terminate the Membership of any Member in the event that the Member’s personal or business reputation is not in keeping with ARF’s standards or the Member has committed or been accused of fraudulent, dishonest or criminal conduct in ARF’s sole and complete discretion.
“Validation Date” shall mean that date that ARF completes the Validation and executes this Agreement as set forth herein.
2. Membership Benefits Not Applicable to Referrals Made Prior to this Agreement.
This Agreement supersedes and amends any previous referral partner agreement entered into between ARF and Member. The applicable Membership Benefits set forth in this Agreement (including but not limited to the Member Benefits) are only applicable to Referrals of new Borrowers made after the Validation Date and shall not apply to Borrowers or Affiliated Borrowing Groups that were previously referred by Member under a previous referral agreement with ARF.
3. Marketing of Loans; Lending Services; Referral’s To ARF.
Member agrees to work with the ARF representative that ARF designates from time to time in promoting and marketing Loans to be made by either ARF or Lenders through ARF’s Lending Services. Such promotion and marketing shall consist of informing the prospective Borrower of the availability of Loans and through use of the Marketing Services applicable to the Member Program which Member has elected. In connection therewith, Member may provide to a prospective Borrower any brochures or advertising material which ARF has provided to Member for such purpose including the Co-Branded Marketing Slick. If a prospective Borrower, or Affiliated Borrowing Group, indicates interest in a Loan and Loan Products (i.e. it has a need for funding within 90 days) and requests that it be contacted by an ARF Rep, Member agrees to provide to ARF, through its designated ARF Rep, the name, address, email address and phone number of the prospective Borrower via email or by phone to the designated ARF Rep for such purpose or such referral can be made and attributed to Member through the prospective Borrower’s registration with ARF via the Member URL and the Member Application Registration Page (“Referral”). A “Referral” shall not be attributed to Member as a “Referral” until a completed registration and loan application is made by the Merchant with Member as the source. Member acknowledges that this “first in time” requirement is necessary as prospective Borrowers, or Affiliated Borrowing Groups, may be working with other Members and/or ARF Reps concurrently or may come to ARF through prospective Borrower’s web searches and other ARF marketing efforts. ARF will use commercially reasonable efforts to track Referrals through its website and merchant portal for proper attribution, however, ARF’s determination of such “attribution” for a Referral from a Member shall be final and binding on the Member. Member shall not make any representations to the prospective Borrower as to the likelihood of approval for a Loan, the amount of financing or any prospective loan rates or terms other than as approved by ARF in writing. Member acknowledges that in certain states, if Member provides to a prospective Borrower a written quote, it is obligated to provide additional disclosures relating to the cost and terms of the financing. Therefore, any specific quote relating to ARF’s Loan Products must be made by ARF directly to the prospective Borrower. Member shall not accept or take any application for a Loan from such prospective Merchant borrower or any other information for such purpose from the prospective Merchant borrower other than the contact information as referenced herein. Member has no authority to bind ARF or any Lender in connection with its marketing and promotion services contemplated herein. Upon Validation of the Agreement, Member will be assigned an ARF Rep to work with directly to discuss prospective Referrals. If Member has been introduced to ARF by an ARF Rep as listed in the Agreement, the ARF Rep will be Member’s designated “ARF Rep” for purposes of this Agreement. ARF may change the designated ARF Rep at any time in its sole discretion. Member shall, along with its agents and employees, conduct itself in a professional manner consistent with first class industry standards, at all times in representing ARF, its Loan Products and Lending Services. Any Member that has failed to conduct itself in a professional manner consistent with first class industry standards or whose business reputation would not be appropriate in ARF’s sole and complete discretion for representation of ARF’s Lending Services and Loan Products, or has been accused of or committed an act of fraud, dishonesty or criminal conduct may be terminated as a Member by ARF immediately in its sole and complete discretion.
4. Marketing Services.
ARF shall provide to Member the Member URL and the Co-Branded Marketing Slick if requested by Member. All content and format of the Co-Branded Marketing Slick shall be in a form approved by ARF and may not be modified or altered by Member. Member may request a Co-Branded Marketing Slick by providing a written request to firstname.lastname@example.org and providing ARF with its service or trademark, logo and other information as may be requested by ARF to produce the Co-Branded Marketing Slick. All costs of replication and/or distribution of the Co-Branded Marketing Slick shall be at Member’s sole cost and expense. ARF shall use commercially reasonable efforts to provide the Co-Branded Marketing Slick within 30 days of Member’s request and providing of all required information is provided by Member but Member acknowledges that no firm time commitment is being made by ARF as to the timing and delivery of the Co-Branded Marketing Slick and timing is dependent on resource availability of ARF’s marketing department in its sole and complete discretion.
5. Referral Fees; Residual Fees; Flex Pay and IO Flex Pay Loans.
(a) The Referral Fee will be paid (i) based upon the Loan Amount of the initial Loan made and (ii) the Cash Out portion of all Additional Advances, including line of credit draws, renewals, or re-financings (collectively, “Renewals”) that are made to the referred Merchant for a period of three (3) years from the date of the initial Loan advance (hereinafter “Residual Fees”). No Residual Fees shall be due after three (3) years from the date of the initial Advance to the referred Merchant. The Residual Fees shall be subject to the same qualification requirements as those that apply to Referral Fees as set forth herein and in Section 9 below. The Referral Fee or the Residual Fee shall be paid based upon the Loan Amount for a new Loan or Cash Out portion of an Advance or a Renewal made to an “Affiliated Borrowing Group.” The Cash Out portion of each Loan or Advance shall determine the applicable Referral Fee or Residual Fee. “Affiliated Borrowing Group” means all loans to any group of borrowing entities that share common ownership or guarantors. A Redraw of a TLRP made during the Revolving Period is not considered a Renewal but instead may earn Fees on the Incremental Amount as described in Section 6(e) below. After the expiration of the Revolving Period of a TLRP, any Advance or refinancing of the TLRP will be considered a Renewal and the Member will earn the Residual Fees as described in Section 6(e) below.
(b) The Membership Benefits (i.e. Referral Fees and Residual Fees) for Term Loans are as follows: (i) for terms equal to or greater than 39 Weeks, 3% on Loan Funding, and (ii) for terms less than 39 Weeks, 1.5% on Loan Funding.
(c) The Membership Benefits (i.e. Referral Fees and Residual Fees) for Flex Pay Loans are as follows: (i) for terms equal to or greater than 39 Weeks, 3% on Loan Funding, and (ii) for terms less than 39 Weeks, 1.5% on Loan Funding.
(d) The Membership Benefits (i.e. Referral Fees and Residual Fees) for IO Flex Pay Loans are as follows: 3% on Loan funding and 0% on “Rollover” to a fully amortizing loan.
(e) The Membership Benefits (i.e. Referral Fees and Residual Fees) for TLRPs are as follows: (i) 3% on Loan funding, and (ii) on a Redraw, 3% of the Incremental Amount (i.e., the difference between the Highest Advance and the previous Highest Advance made during the Revolving Period). The payment of any fees under a TLRP Loan is subject to the same qualification requirements as provided in Section 9 below.
(f) For Loans, Advances or Renewals funded by the fifteenth (15th) day of the month, the applicable Referral Fee or Residual Fee earned will be paid by the last day of the same month. For Loans, Advances or Renewals funded after the fifteenth (15th) day of the month, the applicable Referral Fee or Residual Fee will be paid to Member within fifteen (15) calendar days of the month following the month in which the Loan (Advance or Renewal) funding occurs. If Member has provided banking information for ACH payment, payment shall be made by ACH credit to the Member’s bank account. If no bank information has been provided, then payment shall be made by regular U.S. mail by corporate check. A completed Loan, Advance or Renewal shall be a Loan which has been approved by either ARF or the Lender on such terms and conditions, including amount, as ARF or the Lender shall approve in either ARF or the Lender’s sole and complete discretion, all Loan documentation shall have been completed to Lender’s and/or ARF’s satisfaction and executed by either ARF or the Lender and the Borrower and the Loan shall have been funded to the Borrower. No Lender shall have any liability to Member for any payment or compensation due hereunder and Member shall look solely to ARF for such payment.
6. ARF Sales Contact; Underwriting Process.
After receipt by ARF of Member’s completed Referral, the ARF Rep shall promptly make a sales call to the prospective Merchant borrower. The ARF Rep will make follow up calls as it deems appropriate within its customary practice and will use commercially reasonable and diligent efforts to assist the Prospective Borrower through the loan application and underwriting process of the Lender. If ARF is able to obtain a loan application from the prospective Borrower, there is no guarantee that the prospective Borrower will be approved for a Loan by ARF or the Lender, or otherwise complete the underwriting and loan closing process. ARF shall have the right in its sole discretion to identify an alternate ARF Rep to work with Member on referrals during the term of this Agreement.
7. Volume Incentive.
ARF may from time to time announce “Volume Incentive(s”) or “Bonus Fees” to active Members from time to time in ARF’s sole discretion. Such Volume Incentives may be implemented, modified, amended or rescinded at any time in ARF’s sole discretion upon written notification provided to Member as provided herein which shall apply to all eligible referrals made after the date of the notification.
8. Qualification for Referral Compensation and Exclusions.
In order for a Loan transaction to qualify for a Referral Fee or Residual Fee or to be counted towards any other Membership Benefit, the referral must meet the following requirements: (i) the referred prospective borrower or Affiliated Borrower Group, including any guarantors cannot be a current customer of ARF or its Lenders or have been a customer of ARF or its Lenders within the 12 month period prior to the referral, (ii) the prospective borrower or Affiliated Borrower Group or any of its guarantors, cannot have submitted a UMCA (credit application) to ARF or been referred to ARF within the previous 120 days through any other source, (iii) the prospective Borrower or Affiliated Borrowing Group cannot be covered by another referral partner agreement entitling such referral partner to compensation in connection with same (i.e. residual compensation due to another referral partner or Member for up to 36 months), and (iv) Member shall have entered into the Agreement and the Agreement shall have been Validated at the time of the Referral. In the event that the Referral does not meet such criteria, Member shall be promptly notified by ARF, that the Referral does not qualify and the reasons therefore. In addition, no Referral Fee or Residual Fee shall be paid or earned or credit given if any of the following conditions exist by the 15th day of the month following the funding of the Loan or following the rollover to the Extended Term of a IO Loan or an IO Flex Pay Loan: (i) the Merchant misses any payment or an event of default occurs under the Merchant Agreement; (ii) the Merchant places a stop payment or revokes authorization on its automatic debit authorization; (iii) the Merchant’s bank account becomes frozen (iv) the Merchant closes their bank account; (v) the Merchant requests a RNCO; (vi) the Merchant pays off the Loan or indicates its intention to pay off the Loan by requesting an Early Payoff; (vii) the Merchant has a history of delinquent loan payments; or (viii) there is any change of ownership of the Merchant or Borrowing Entity. In order for Member to qualify for compensation under this Agreement, neither Member or any of its employees, officers or agents (a) shall be related, by blood or marriage to the ARF Rep or any current ARF employee or to an owner, manager or officer of the referred Merchant or its Affiliated Borrower Group or affiliated with any referred Merchant or Affiliated Borrower Group as an owner, member, partner, creditor, or officer (b) shall have engaged in or have been accused of fraud, misrepresentation, dishonesty or deceptive practices in any civil or criminal case or proceeding, has committed a crime or it otherwise becomes known to ARF that Member has engaged in such practices, or (c) Member shall otherwise not be in compliance with its obligations, representations and warranties contained in this Agreement. Member shall not charge or accept any fee or other form of compensation from a Merchant in connection with the referral by Member of such Merchant to ARF. Member warrants and represents that its sole and exclusive form of compensation shall be limited to the Membership Benefits paid by ARF as contemplated herein. Member further represents and warrants that it was the sole source of the referral and that there shall be no compensation or fee sharing or other financial or business relationship between Member, the ARF Rep, or any third party, it being agreed and understood that any such collusive actions or any breach of any obligation, warranty or representation shall violate the terms of this Agreement and void any obligation on behalf of ARF to pay compensation and ARF shall have the right to recoup any Membership Benefit paid to Member in connection with such collusive conduct or breach. Member shall hold ARF harmless for any claim for compensation or fee payable to any employee, independent contractor or third party which Member has dealt with in connection with the referral of the Merchant. Prior to payment of the Membership Benefit, ARF may audit the referral transaction to determine that the terms of compensation have been satisfied.
The payment of all Membership Benefit fees and bonuses shall be made by ACH debit to the Member account based upon the information provided by the Member in this Agreement, unless another method of payment is agreed to by ARF and Member in writing. Member agrees that the nature of its services and fee compensation hereunder is that of an independent contractor and not as an employee. ARF shall provide to Member a bi-monthly report of Loans, Advances and Renewals made from Member Referrals which will include the pertinent merchant loan information and the aggregate volume on a Month-to-Date and Year-to-Date basis and Loans and Renewals relating to Member’s Referrals, but ARF shall not be obligated to provide any reporting if there are no Loans that have been funded and are outstanding from Member Referrals in that calendar year.
The initial term of this Agreement shall be the one (1) year anniversary of the Validation Date. The initial term shall extend automatically for successive one (1) year terms (extended “Term”) unless either party has provided written notice of its election not to extend the term of this Agreement prior to the effective date of such automatic extensions. This Agreement may be terminated by not less than thirty (30) calendar days prior written notice given by any party. Termination of this Agreement by ARF “for cause” due to Member’s breach of a material covenant of this Agreement shall result in cancellation of all future Residual Fees. Except for termination by ARF for cause, the fees payable hereunder shall also be payable by ARF to Member for all referrals received by ARF from Member prior to the termination of this Agreement for all completed Loans within the same month of termination as provided above and for Residual Fees for a period of three (3) years from the date of the initial Loan advance to a Merchant as provided herein.
This Agreement is deemed to be entered into in the State of Florida and governed by the laws of the State of Florida. Member consents to the jurisdiction of the courts of the County of Broward or Dade, State of Florida or the federal courts of district in which ARF’s principal office is located in Florida for the resolution of any or all disputes or claims arising out of and/or related to this Agreement.
12. Contact Information.
Member agrees to notify ARF of any changes in its contact information. Member hereby authorizes and consents to being contacted by mobile phone, text or email by ARF or its representatives at the Member’s contact information as provided above or hereinafter provided by Member.
13. Proprietary Information; Confidentiality.
Member acknowledges and agrees that ARF has expended great time and effort in developing its Lending Services and Loan Products. ARF now owns and will develop, compile and own certain proprietary techniques, trade secrets, and confidential information which have great value in its business and which ARF takes measures to protect from unauthorized use or disclosure (collectively, ARF Proprietary Information). ARF will be disclosing ARF Proprietary Information to Member during Member’s performance under this Agreement. ARF Proprietary Information includes not only information disclosed by ARF but also information developed or learned by Member during Member’s performance. ARF Proprietary Information is broadly defined and includes all information which has or could have commercial value or other utility in the business in which ARF is engaged or contemplates engaging or the unauthorized disclosure of which could be detrimental to the interests of ARF whether or not such information is identified by ARF. By way of example and without limitation, ARF Proprietary Information includes all customer lists, lead lists, agent lists, data, printed and written material, application forms, contracts and other information furnished by ARF to Member. Member’s use of ARF Proprietary Information is limited to the purpose of performing Member’s obligations to ARF during the term of this Agreement. Member shall not disclose any ARF Proprietary Information to any other person or entity. Member’s obligations under this Section shall survive termination of this Agreement and for a period of three (3) years. Member agrees that upon the expiration or termination of this Agreement, all of ARF’s Proprietary Information in Member’s possession will be returned to ARF within thirty (30) days of such expiration or termination. In the event that Member becomes legally compelled to disclose any information, Member will provide ARF with prompt written notice so that ARF may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Agreement. Member is cognizant and understands that ARF could be irreparably harmed or sustain damages for which monetary remedies are insufficient if ARF Proprietary Information is misused or disclosed in violation of this Agreement and ARF may seek injunctive or other equitable relief in connection therewith. Member shall be responsible for all costs including attorney fees and court costs relating to the enforcement of this Section.
14. Compliance with Laws.
Member shall, at its own expense, comply with all applicable laws, regulations, ordinances, rules, and orders of governmental authorities, including, without limitation, compliance with the Telephone Consumer Protection Act and all federal, state and local laws relating to advertising, marketing, sales and commercial loan disclosure laws.
15. Trademarks; Trade Names.
During the term of this Agreement, Member shall have a limited, revocable, non-exclusive and non-assignable right to advertise Lending Services using the trademarks, service marks, logos, designs and trade names that ARF may adopt from time to time (collectively, the “ARF Trademarks”) solely in connection with Member’s performance under this Agreement. Nothing herein shall grant Member any right, title, or interest in the ARF Trademarks other than the limited right set forth in this Section. The use of the ARF’s Trademarks by Member shall first be submitted to ARF for approval (which shall not be unreasonably withheld) of design, color, and other details or shall be exact copies of those used by ARF and in conformity with ARF’s guidelines provided to Member. ARF shall have a limited, revocable, non-exclusive and non-assignable right to use of Member’s trademarks, service marks, logos, designs, trade names and likeness for purpose of performing the Marketing Services as provided herein.
16. Material Default.
A “material default” of the Agreement and Terms and Conditions shall include but not be limited to a breach by Member of Sections 3, 8, 13, 14 and 15 contained herein. The occurrence of a material default shall not be subject to notice and cure and in such event, ARF may elect to immediately terminate this Agreement by written notice to Member and Member shall no longer be entitled to receive any Membership Benefits, including without limitation, any Referral Fees or Residual Fees. ARF shall also have the right to pursue any claim or remedy for damages caused as a result of such breach as permitted by law.
17. General Provisions.
(a) Member shall not assign in whole or in part its rights or obligations under this Agreement without the express written consent of ARF. This Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns.
(b) The Agreement including the Terms and Conditions, embodies the entire agreement and understanding of the parties hereto with respect to the subject matter hereof and supersedes any and all prior agreements, arrangements and understandings relating to the matters provided for herein. Except for changes to the Terms and Conditions by ARF as provided in the Agreement, no alteration, waiver, amendment, change or supplement hereto shall be binding or effective unless the same is set forth in writing signed by a duly authorized representative of each party.
(c) For the convenience of the parties, any number of counterparts of this Agreement may be executed by the parties hereto. Each such counterpart shall be, and shall be deemed to be, an original instrument, and all such counterparts taken together shall constitute one and the same agreement. Notices permitted or required under this Agreement may be given by overnight courier (and shall be deemed delivered one day after they are sent) or by email (and shall be deemed delivered when sent) at the physical and email address of Member and ARF listed in the Agreement.
(d) Each person executing this Agreement on behalf of a party represents that it has the legal capacity to enter into this Agreement on behalf of such party and upon its execution hereof, this Agreement is a legally enforceable and binding obligation of such party. The execution of the Agreement shall constitute agreement and acceptance of these Terms and Conditions which are incorporated into the Agreement in full and without the need for separate signature or execution of these Terms and Conditions.