Commission payout of over $100 is based on a trip cost of $2,500 at 5% commission and will vary based on total trip costs per person. Commission subject to the terms of this Agreement and the terms of any applicable Rep Platform agreement. Commissions will be calculated according to the specified percentage set forth in the tiered commission structure for each Qualified Purchase that accrues during the period for which such Commissions are being calculated.
^Contiki Travel Rep Trip
There will be up to 10 individuals selected to participate on each exclusive Contiki Rep departure. Reps must be 18 to 35 years of age at the time of travel. If for any reason whatsoever, rep is unable to travel after all travel arrangements have been made and paid, Contiki shall have no further obligation to the Rep. If trip is forfeited prior to Contiki finalizing and paying for travel, and there is sufficient time to notify an alternate individual, the trip will be awarded to an alternate individual in a separate selection process. The Rep will be solely responsible for his/her own transportation to/from the trip’s start and end cities. Rep will also be responsible for all other expenditures not specifically mentioned on www.contiki.com (“Booking Conditions”) including, without limitation, airport taxes, airport transfers, passport and visa fees, insurance, laundry, phone calls, optional excursions, beverages, meals not detailed in the itinerary, special needs and services required by handicapped clients, tips to trip managers, representatives, drivers and local guides, items of a personal nature, and excess baggage. All travelers are responsible for ensuring that their passport is valid (and remains valid) for up to six-months after they return to the United States. Rep is responsible for 1) all travel documents including, without limitation, a current, valid passport or other travel documents acceptable to the airlines, the destination countries, Transportation Security Administration, and the US Government, as they apply, (2) all medical requirements, (3) respecting all local regulations and (4) for full compliance with the regulations of all venues. Accommodations based on availability.
Contiki Rep Program
This Rep Agreement ("Agreement") contains the complete terms and conditions between, Contiki Holidays Inc. (“Contiki”) and you, regarding your application to and participation in, the Contiki Rep Program (the “Rep Program”) as a Rep of Contiki (a “Rep”), and the establishment of links from your social channels, website, blog, etc. to our website, https://www.contiki.com/en-us.
BY SUBMITTING AN APPLICATION TO JOIN OR BY PARTICIPATING IN THE REP PROGRAM, YOU CONFIRM THAT YOU HAVE READ AND AGREE TO BE BOUND BY THIS AGREEMENT AND THE CONTIKI TERMS AND CONDITIONS. Please direct all questions and/or concerns to firstname.lastname@example.org.
"Rep" - The individual or entity applying to or participating in the Rep Program, or that displays Contiki’s products and services and/or promotions on their social channels, website, or other means, using a Rep tracking link in exchange for receiving a commission from Contiki for sales directly resulting from such display.
"Rep Platform" - A third party platform, Commission Junction, used by Contiki to track Rep performance, including specific referrals and commissions earned through the Rep Program.
"Commissions" - The amount you will be paid for each Qualified Purchase by a Referred Customer subject to any applicable Commission Threshold and pursuant to the terms of this Agreement.
"Rep Console" - The Rep Console is used by Reps to track commissions, view reports, and update contact information and payment preferences.
“Rep Network" - The Rep's channels which showcase Contiki Products and Services. (social channels, blog, website, etc.)
"Qualified Purchase" - A sale of Contiki tour to a Referred Customer where the trip departs.
"Referred Customer" - Each new and unique customer referred from an rep through a Link that provides valid account and billing information.
2. Enrollment in the Rep Program
a. To begin the enrollment process, you must submit a completed Rep Program signup form. The signup form can be found at: https://docs.google.com/forms/d/e/1FAIpQLSc9PsQajgQMpGdi96yqxCyVMIKNOg3zMoOn8bXfSasKPRQnPw/viewform?usp=sf_link
b. We will evaluate your application and will notify you of your acceptance or rejection in a timely manner. We may reject your application if we determine (in our sole discretion) that your promotional method is not suitable for the rep Program for any reason, including, but not limited to, its inclusion of content that is unlawful, as determined in our sole discretion.
c. Contiki, in its sole discretion, reserves the right to reject or remove any prospective Rep from the Rep Program at any time, with or without notice.
3. Promotion of Our Rep Relationship
a. Use of Links. If you qualify and agree to participate as a rep, we will make a personalized link for you. All materials, including without limitation, ad Copy and promotions on your Rep Network must accurately represent active and valid promotions. For example, you may not display an ad on your social, website, etc. for a promotion that has expired. We continue to monitor all paid search landscapes. If you are determined to be in violation of this section your participation in the Rep Program may be terminated.
b. Discounts and Coupons. Reps may only use active coupons and discounts that are provided exclusively through the Rep Program. Each Link connecting users of your Rep Network to the pertinent area of the Contiki website will in no way alter the look, feel, or functionality of the Contiki website. Any violations of the terms surrounding links or discounts shall constitute a material breach of this Agreement and may result in your termination from the Rep Program or the withholding of Commissions.
4. FTC Endorsement Compliance
a. It is the intent of Contiki to treat all our customers fairly. Accordingly, we require all Contiki Reps to comply with applicable laws, regulations and guidelines concerning advertising and marketing, including without limitation, the Federal Trade Commission (FTC) Endorsement Guides, which require that material connections between advertisers and endorsers be disclosed. This means that all Rep Networks (e.g., social channels, review/rating websites, blogs, and other websites) and any email or collateral that provide an endorsement or assessment of Contiki’s Products and Services must prominently disclose the fact that you receive compensation for Referred Customers.
b. Contiki reserves the right to withhold Commissions and cancel your participation in the Rep Program should we determine, in our sole discretion, that you are not in compliance with the previously mentioned guide or other FTC regulations or guides that we deem relevant.
5. Data Security
In addition to the obligations set forth in Section 4 (FTC Endorsement Compliance), Rep shall comply with all applicable data protection laws regarding the transmission of data exported to or from the United States or the country in which Rep resides, including without limitation, the General Data Protection Regulation 2016/679 of European Parliament and of the Council of 27 April 2016 (the “GDPR”). Rep, as a controller under the GDPR, shall also implement appropriate technical measures to ensure a level of security appropriate to the risk, considering the nature, scope, context, and purpose of processing any personal data. Rep agrees to You may log into your Rep Console to review your click through and potential Qualified Purchases statistics daily. The potential Qualified Purchases shown in this report have not been reviewed to confirm they meet all criteria for Qualified Purchases. As such, Commissions may not be issued for all Referred Customers that appear in the Rep Console.
6. Obligations Regarding Your Rep Network
a. You are solely responsible for the development, operation, and maintenance of your Rep Network and for all materials that appear on your Rep Network. Such responsibilities include, but are not limited to, the accuracy of materials posted on your Rep Network (including, but not limited to, all materials related to Contiki Products and Services); ensuring that materials posted on your Rep Network do not violate or infringe upon the rights of any third party and are not libelous or otherwise illegal.
7. Contiki Responsibilities
Contiki will be solely responsible for order processing (including payment processing, cancellations, and refunds) for orders for Contiki Products and Services placed by a Referred Customer, for tracking the volume and number of Qualified Purchases generated by your link, for providing information to Reps regarding Qualified Purchase statistics, and for providing Referred Customers with the services purchased.
8. Policies and Pricing
Referred Customers who buy Contiki Products and Services through your Rep network are deemed to be Contiki customers. Contiki’s Terms and Conditions, rules, policies, and operating procedures will apply to such customers. We may change our policies, pricing, and operating procedures at any time. For example, Contiki determines the prices to be charged for Contiki Products and Services sold through your Rep Network in accordance with our own pricing policies. Prices and availability of Contiki Products and Services may vary from time to time, from Rep to Rep, and from region to region. Because price changes may affect products that you have listed on your Rep Network, you may or may not be able to include price information in your product descriptions. We will use commercially reasonable efforts to present accurate information on our website, but we cannot guarantee the availability or price of any Contiki Product or Service.
9. IP Licenses and Property Rights
a. Subject to the limitations set forth in this Agreement, we grant you a non-exclusive, non-transferable, non-assignable, revocable license to (i) provide access to Contiki’s website through the Links solely in accordance with the terms of this Agreement; and (ii) use Contiki’s IP for the sole purpose of promoting Contiki’s Products and Services on your Rep Network. You may not alter, modify, or change Contiki’s IP in any way or use Contiki’s IP in any manner that is disparaging or that otherwise portrays Contiki, any Contiki employee, representative or customer in a negative light. You are only entitled to use Contiki’s IP in compliance with the terms of this Agreement. Your license to use Contiki’s IP shall immediately terminate upon the termination of your participation in the Rep Program for any reason. We reserve all our rights in Contiki’s IP and your license to use Contiki’s IP is limited to the manner described herein. Contiki may review the Rep Network to ensure compliance with this Agreement at any time.
b. You hereby grant us a perpetual worldwide, irrevocable, exclusive, royalty free license to use, display, reproduce, modify, publish and distribute the videos, your posts, photos or other work you create under this agreement for any and all purposes, including, but not limited to, advertising, promoting, and distributing our products and services in any and all forms of media, now known or hereafter devised, including, but not limited to, print, TV, radio, electronic, cable or World Wide Web, without further limitation, restriction, compensation, notice, review or approval. We further reserve the right to refuse to accept, post, display or transmit any content in our sole discretion. Any statements, posts and/or feedback that you provide may be paraphrased, amplified, shortened and/or put into conversational form. You understand and agree that Contiki may contact (including by means of messages on public social media platforms) you about any Contiki related content.
c. Contiki Reps acknowledge that participation in the Contiki Rep Program means Contiki can use your Contiki related content and include your name/likeness/social media handle or channel/blog name and any other Contiki Rep attributes in any manner that Contiki determines supports the purposes of the Brand Rep Program, including use in any media that accepts advertising or promotional content or communications (such as, but not limited to, digital, print, television or radio).
We make no express or implied warranties or representations with respect to the Rep Program, or any Contiki Products and Services sold through the Rep Program (including, without limitation, WARRANTIES OF FITNESS, MERCHANTABILITY, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTIES ARISING OUT OF THE COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE). In addition, we make no representation that the operation of our websites will be uninterrupted or error free, and we will not be liable for the consequences of any interruptions or errors, including the tracking of information concerning Referred Customers during any period of interruption.
11. Relationship of Parties
You and Contiki are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, across your Rep Network or otherwise, that contradicts anything in this section.
12. Representations and Warranties
You hereby represent and warrant to us as follows:
a. You have reviewed and understand this Agreement and agree to be bound by its terms. WE WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE, PROFITS, OR DATA, ARISING IN CONNECTION WITH THIS AGREEMENT OR THE REP PROGRAM, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING WITH RESPECT TO THIS AGREEMENT AND THE REP PROGRAM WILL NOT EXCEED THE TOTAL COMMISSIONS PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
You hereby agree to indemnify and hold harmless Contiki and its subsidiaries and Reps, and 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 (i) any claim that our use of the Rep Trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your Rep Network, including, without limitation, its development, operation, maintenance and content therein not attributable to us.
Each of the parties hereto agrees that all information including, without limitation, the terms of this Agreement, business and financial information, Contiki customer and vendor lists, or pricing and sales information (including without limitation commission rates), shall remain strictly confidential and shall not be utilized for any purpose outside the terms of this Agreement except and solely to the extent that any such information is (a) already lawfully known to or independently developed by the receiving party, (b) disclosed in published materials, (c) generally known to the public, or (d) lawfully obtained from any third party not under any obligation of confidentiality to the discloser hereunder. Notwithstanding the foregoing, each party is hereby authorized to deliver a copy of any such information (a) pursuant to a valid subpoena or order issued by a court or administrative agency of competent jurisdiction, (b) to its accountants, attorneys, or other agents on a confidential basis, and (c) otherwise as required by applicable law, rule, regulation, or legal process including, without limitation, the You understand that we may at any time (directly or indirectly) solicit Contiki relationships on terms that may differ from those contained in this Agreement. We may also solicit relationships with entities that operate websites that are like or compete with your Rep Network. You have independently evaluated the desirability of participating in the Contiki Rep Program and are not relying on any representation, guarantee, or statement other than as set forth in this Agreement.
a. Governing Law. The laws of the State of California will govern this Agreement, without reference to rules governing choice of laws. Any action relating to this Agreement must be brought in the federal or state courts located in the State of California and you irrevocably consent to the jurisdiction of such court.
b. Binding Arbitration. By participating in this Rep Program, you agree to binding arbitration for any disputes or claims that arise against Contiki or its subsidiaries in conjunction with this Rep Program. An arbitration firm selected by Contiki will be the sole and final arbitrator for all disputes or claims related or resulting from participation in this Rep Program. All decisions rendered are final. You also are responsible for all costs related to such arbitration.
c. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.
d. Waiver. 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 a provision or any other provision of this Agreement.
e. Prohibited Activities. Except as permitted herein, you shall not and are not authorized to (i) use Contiki’s trademark or other intellectual property, including without limitation, the Links (collectively, “Contiki’s IP”) without Contiki’s express prior written permission; (ii) use Contiki’s name (or any variation or misspelling thereof or other terms that are confusingly similar to any of the foregoing) in a domain name, any metatags, advertising, search terms, code, or otherwise; or (iii) act in any way that causes or could cause any confusion concerning the source of, or your association with Contiki’s Products and Services. Your use of Contiki’s IP in any manner, other than as expressly permitted hereunder shall constitute unlawful infringement of Contiki’s intellectual property rights and may subject you to liability (including potential treble damages for knowing or willful infringement), and the obligation to pay Contiki’s legal fees and costs in connection with Contiki’s enforcement of its rights.
f. Paid Search Policy. You are required to comply with the following rules when bidding on keywords on any paid search engines or social media site, including without limitation, Google, Yahoo/Bing, Twitter and Facebook:
1. You are prohibited from bidding on any Contiki trademarks, or any variations and misspellings thereof without Contiki's prior written approval. Examples of prohibited keywords are "Contiki," "Contiki.com," "www.Contiki.com," "Contiki Reviews.”
2. You are prohibited from bidding on keywords containing Contiki trademarks plus an additional term such as [Contiki coupons], [Contiki promotions], and [Contiki promos]. Further, Reps are NOT permitted to broad or phrase match any of these keywords.
3. You are prohibited from outranking Contiki's internal paid search ad on any keywords.
4. You are prohibited from direct linking to Contiki.com from any paid search ads.
5. You are prohibited from using Contiki.com as a display URL.
16. Order Processing
Contiki will process orders placed by Referred Customers who follow the Links from a Rep Network to Contiki. We reserve the right, in our sole discretion, to reject orders that do not comply with certain requirements that we may establish from time to time. All aspects of order processing and fulfillment, including Contiki’s services, cancellation, processing, refunds and payment processing will be our responsibility. We will track the Qualified Purchases generated by your Rep Network and will make this information available to you through the applicable Rep Platform. To permit accurate tracking, reporting, and commission accrual, you must ensure that the Links between your website and our website are properly formatted.
17. Commission Determination; Qualified Purchases
a. Commissions will be calculated based on the commission rates stated under the Qualified Transactions & Compensation Details for each Qualified Purchase (as defined herein) subject to commission accruing. A “Qualified Purchase” does NOT include any of the following:
i. A purchase by a Referred Customer that has transferred from any Contiki partner or entity that owns, is owned by, or is under common ownership with Contiki.
ii. A purchase by a Referred Customer who is also associated with any Contiki reseller, referral, or other program.
iii. A purchase by a Referred Customer that is not up to date on its payments or is subject to a refund, referral, or other program.
iv. A purchase that was completed prior to the Rep joining the Rep Program or was not tracked properly through an Rep Link.
v. A purchase by a Referred Customer that has not been in good standing for a period of at least thirty (30) days or is in violation of Contiki’s Terms of Service, Acceptable Use Policy, or other applicable policies at the time the Commissions accrue.
vi. A purchase that Contiki suspects, in its sole discretion, is the result of fraud, which shall include but is not limited to, the use of software that generates real and fictitious information, multiple accounts from the same customer, or the referral of accounts that do not comply with this Agreement.
vii. A purchase referred by a Rep that has an excessive cancellation rate as determined in Contiki’s sole discretion.
vii. A purchase by a Referred Customer if the Rep or Referred Customer is in or is promoting a business opportunity program, as determined in Contiki’s sole discretion.
viii. A purchase by a Referred Customer who received a popup with a discounted offer, while leaving Contiki’s website during their purchase.
ix. A purchase by a Referred Customer who, prior to such purchase, clicked through a Link established by another Rep under this Rep Program.
x. A purchase by a Referred Customer more than thirty (30) days after clicking through the Rep Link.
b. Contiki reserves the right to withhold payment of Commissions to Reps who have referrals that are potentially the result of fraud as determined by Contiki in its sole discretion, to determine the legitimacy and cancellation rates of Referred Customers.
c. Contiki reserves the right to suspend the payment of Commissions at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by the Rep or a Referred Customer. Contiki reserves the right to deduct from Rep's current and future Commissions all Commissions corresponding to any fraudulent, questionable, and cancelled purchases. If no subsequent Commissions are due and owing, Contiki may send Rep a bill for the balance of such refunded purchase upon termination of Rep’s participation in the Rep Program or termination of the Referred Customer.
d. Contiki reserves the right to immediately cancel or withhold for later review any Commissions that fail to meet the criteria of a “Qualified Purchase.” Rep is responsible for monitoring the payment, denial, and withholding of Commissions; Contiki is not obligated to actively notify Reps of the status of Commissions. If Rep has a question about a Commission that has been cancelled or withheld, Rep has thirty (30) days from the day the payment would have been due to contact Contiki to request that the Commission be paid. Any changes to decisions about cancelled or withheld Commissions are strictly made in Contiki’s sole discretion.
e. Commissions for any Referred Customer who is associated with any Contiki reseller, referral or other program may not be considered a Qualified Purchase. In other words, you may not receive double commissions or compensation.
f. If the Referred Customers that are referred to Contiki by a Rep are determined to have an excessive cancellation rate, as determined by Contiki in its sole discretion, Contiki reserves the right to withhold or decline pending and future Commissions to such Rep.
g. Any attempt by a Rep to manipulate, falsify or inflate Referred Customers, Qualified Purchases, or Commissions to intentionally defraud Contiki or any violation of the terms of this Agreement constitutes immediate grounds for Contiki to terminate the Rep’s participation in the rep Program and will result in the forfeiture of any Commissions due to the Rep.
18. Commission Payments
a. Subject to the terms of this Agreement and the terms of any applicable Rep Platform agreement, Commissions will be calculated according to the specified percentage set forth in the tiered commission structure for each Qualified Purchase that accrues during the period for which such Commissions are being calculated.
b. Commissions will be processed in accordance with your agreement with the applicable Rep Platform.
c. Contiki will only compensate you for Qualified Purchases made in accordance with the terms of this Agreement.
d. Commissions shall be paid based on the current information in your Rep Console. You are required to notify the Rep Platform promptly of any change in your address by updating your profile information in the Rep Console. You are responsible for informing the Rep Platform of your desired payment form/type. You can update or change your desired payment method at any time by updating your Rep profile located in the Rep Console. Please see the applicable platform’s policies for details on the effect of any changes.
f. You may view the currently available payment methods by logging into your Rep Console for the applicable Rep Platform. If the Rep Platform offers PayPal as a payment method, please refer to PayPal’s policy to ensure you are eligible to receive payment if you reside outside of the United States.
g. Contiki and the Rep Platform, in their sole discretion, reserve the right to modify the available commission payment methods or payment schedule at any time. Such changes shall take effect when posted.
h. Disputes: Rep has access to Contiki's real-time Rep Program statistics and agrees to file any disputes within forty-five (45) days after the end of the month in which the sale or event that is disputed occurred. Disputes filed after forty-five (45) days of the date on which the disputed sale or event occurred will not be accepted by Contiki and Rep forfeits forever any rights to a potential claim.
i. Commissions will accrue and only become payable once you provide all relevant tax and address documentation. It is solely your responsibility to provide the Rep Platform with accurate tax and payment information that is necessary to issue Commissions to you. If the Rep Platform does not receive the necessary tax or payment information within ninety (90) days of a Qualified Purchase which would otherwise trigger Commissions, the applicable commissions shall not accrue, and no Commissions will be owed with respect to such Qualified Purchase.
j. Each Rep is required to submit a W8/W9 tax form to the rep Platform before any Commissions shall accrue. You are responsible for the payment of all taxes related to the Commissions you receive under this Agreement. In compliance with U.S. tax laws, the Rep Platform will issue a Form 1099 to Reps whose earnings meet or exceed the applicable threshold.
l. Contiki is not responsible for paying any third-party fees, including any fees charged by PayPal, for you to receive Commissions.
19. Term and Termination
a. The terms of this Agreement are effective upon your submission of an application to the Rep Program and shall remain in effect until either party terminates your participation in the Rep Program (the “Term”). Your participation in the Rep Program may be terminated at any time by either party, with or without notice or cause.
b. You are only eligible to earn Commissions on Qualified Purchases occurring during the Term. Commissions earned prior to the date of termination will be eligible for Commissions only if the orders for the related Contiki Products and Services are not cancelled within (30) days and comply with all the terms of this Agreement. We may withhold your final payment of Commissions for a reasonable time to ensure that all Qualified Purchases are valid and payment from Referred Customers are legitimate as determined by Contiki in its sole discretion.
c. Any Rep who violates this Agreement, Contiki's Terms of Service, or any applicable law or regulation will immediately forfeit any right to all accrued, but not yet received, Commissions and will be immediately removed from the Rep Program.
d. Contiki reserves the right to remove a Rep from the Rep Program, and to terminate or suspend this Agreement, at any time for any reason, in Contiki's sole discretion.
b. Your acceptance of this Agreement and participation in the Rep Program will not violate (i) any provision of law, rule, or regulation to which you are subject, (ii) any order, judgment, or decree applicable to you or binding upon your assets or properties, (iii) any provision of your by-laws or certificate of incorporation, or (iv) any agreement or other instrument applicable to you or binding upon your assets or properties.
c. You are the sole and exclusive owner of the Rep Trademarks and have the power to grant to Contiki the license to use such marks in the manner contemplated herein, and such grant will not (i) breach, conflict with, or constitute a default under any agreement or other instrument applicable to you or binding upon your assets or properties, or (ii) infringe upon any trademark, trade name, service mark, copyright, or other proprietary right of any third person or entity.
d. You are not required to obtain consent, approval, or authorization of, or exemption by, or filing with, any governmental authority or any third party in connection with your entrance into this Agreement.
e. There is no pending or threatened claim, action, or proceeding against you, or any Rep of yours with respect to the Rep Trademarks, and, to the best of your knowledge, there is no basis for any such claim, action, or proceeding.
f. During the Term, you will not include in your Rep Network content that is, in our opinion, unlawful, harmful, threatening, defamatory, obscene, harassing, racially, ethically, or otherwise objectionable or in violation of our Terms of Service or Acceptable Use Policy.
g. You are between 18-35 years old.
h. Each Referred Customer is valid, genuine, and unique and meets the criteria of a Qualified Purchase for generating a Commission as provided in this Agreement.
21. Limitation of Liability
Securities Exchange Act of 1933, as amended, and the rules and regulations promulgated thereunder, and the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder. In the event of such disclosure, the receiving party shall give the disclosing party prior notice before releasing any information unless giving such notice is prohibited.
22. Consequences of Force Majeure Event
If either party is materially hampered from performing hereunder by reason of any law, natural disaster, labor controversy, war or similar event beyond its reasonable control (“Force Majeure”), failure to perform shall not be deemed a breach of or default under this Agreement, and neither party shall be liable to the other therefor