myFICO Affiliate Program Terms & Conditions
The myFICO Affiliate Program (the "Program") is offered by Fair Isaac Corporation, a Delaware corporation
("Fair Isaac"), which operates the myFICO.com web site ("myFICO Site"). Fair Isaac works
with AWIN to provide an opportunity for you to participate in the Program, and AWIN administers
portions of the Program on our behalf. Fair Isaac is the "Advertiser" under the AWIN Publisher Service
Agreement ("AWIN Agreement"), you are the "Publisher," and the Program is a
"Performance Marketing Program". The Program is offered to qualified businesses
("Affiliates") that operate one or more sites on the World Wide Web, that agree to the
AWIN Publisher Service Agreement and these myFICO Affiliate Program Terms ("Terms"),
and that are approved by Fair Isaac. Under the Program, Affiliates are given the opportunity to earn
commissions ("Payouts") on sales of products and services on the myFICO Site (all of which
products and services are referred to in these Terms as ("Products") resulting from
visitors linking from an Affiliate site to the myFICO site by means of a specially coded hyperlink
("Link"). These Terms contains the terms and conditions applicable to the Program. As used
in these Terms, the terms "you" and "your" mean the applicant named in the
Program application, and the terms "we", "us", and "our"
mean Fair Isaac Corporation. You must read and agree to these Terms in order to become an Affiliate. By
submitting your application you indicate your agreement to these Terms. We will review your completed
application and will notify you of our acceptance or rejection of your application. Our acceptance will
constitute our execution and delivery of these Terms to you. We hope we will be able to accept your
application to the Program, but we must reserve the right to reject any Program applicant, in our sole
discretion, for any reason.
1. Affiliate Web Site. In the Program application, you will be asked to
designate a single URL as the URL for your web site. Web pages under that URL will be considered the
"Affiliate Site". You may not change the URL for your Affiliate Site from the URL submitted
in your Program Application or display Links on other Web sites without our prior written consent. If you
wish to place Links on another Web site, you must submit a separate Program application for that
site.
2. Links and other Fair Isaac Materials. If we accept your Program
application, you will be given instructions for downloading Links and other materials ("Fair Isaac
Materials") that you may display in as many locations within the Affiliate Site as you desire.
The Links are advertisements or other graphics or text incorporating specially coded hyperlinks that link to
the myFICO Site and allow the AWIN referral tracking system to identify the Affiliate Site as the
referral source for a visitor to the myFICO Site ("Visitor"). Fair Isaac Materials may be
educational or descriptive material, advertisements, logos, or other materials promoting and/or describing
the Products or the myFICO Site, and will generally contain one or more Links. Links and other Fair Isaac
Materials must be displayed on the Affiliate Site exactly as provided (e.g., size, proportions, orientation,
colors, type, text). In general, Links will be coded to cause the myFICO Site to open in a separate browser
window or tab, with the original browser window containing the Affiliate Site remaining active. You may also
use Links as long as you follow the guidelines that we may provide to you from time to time. You agree not
to modify a Link or other Fair Isaac Material in any manner without our express written consent. In
addition, you agree not to (i) take any action that would interfere with the intended function of the Link
or cause a Link to function in any way other than as a standard Web hyperlink to the myFICO Site; (ii) alter
the look or feel of the myFICO Site in the Visitor's Web browser software (for example, the myFICO Site may
not be caused to appear as a "frame"); (iii) cause any "pop-up," "pop-under" or similar window to appear to
a visitor clicking on a Link; (iv) impede the functions of the myFICO Site; or (v) perform any actions or
use any functions which could permit you or any other party to monitor the interactions of a Visitor while
using the myFICO Site. Under no circumstances may the act of a visitor to the Affiliate Site clicking on a
Link (or any other hyperlink containing a Fair Isaac trademark or logo) cause a visitor to be directed to a
site other than the myFICO Site or initiate any links or references other than to the myFICO Site. We have
the right to monitor the Affiliate Site at any time to determine whether you are in compliance with these
Terms and our advertising guidelines, and you agree to take any action we deem appropriate, in our sole
discretion, if we determine that the Affiliate Site or your advertising is not in compliance.
Notwithstanding any monitoring we may do, it is your sole responsibility to notify us of any "broken"
Links.
3. Changes to Links and Fair Isaac Materials. We may change the form of the
Links and other Fair Isaac Materials from time to time, and you agree to use only the most current Links and
Fair Isaac Materials, as are provided to you from time to time. If you are provided with updated versions of
the Links or other Fair Isaac Materials, you agree to replace the superseded Links or Fair Isaac Materials
as soon as reasonably possible (not to exceed 30 days from the time you are provided with a new Link or
other Fair Isaac Materials).
4. Suitability of Site. Your Affiliate Site must at all
times be suitable, in our sole discretion, for participation in the Program, and you agree that all Links
and other Fair Isaac Materials will be displayed in accordance with these Terms and in a professional and
tasteful manner. Under no circumstances may the Affiliate Site contain or reference any content that is in
any way unlawful, offensive, harmful (including to minors), threatening, defamatory, obscene, pornographic,
harassing, or racially, ethnically, or otherwise unsuitable or objectionable. Examples of prohibited content
or references include sites that (i) facilitate or promote illegal activity, including drug paraphernalia;
(ii) promote or depict sexually explicit images or sexual paraphernalia; (iii) facilitate or promote a
credit repair business or investigative business (i.e., private investigators); (iv) contain false,
misleading, or deceptive advertising; (v) are connected in any way with any company or individual who is
known to have been involved in spamming (unsolicited commercial email), credit fraud or other unethical
business practices; (vi) contain computer viruses, so-called Trojan horses, time bombs, cancelbots or other
computer programming routines that have the effect (whether by intent or not) of damaging, detrimentally
interfering with, surreptitiously intercepting or expropriating any system, data, or personal information;
(vii) promote or sell weapons; (viii) promote violence; (ix) promote discrimination based on race, sex,
religion, nationality, disability, sexual orientation, or age; (x) incorporate any materials which infringe
or assist others to infringe on any copyright, trademark or other intellectual property rights; (xi) contain
material which is false, misleading or intentionally inaccurate; or (xii) contain or promote politically
sensitive or controversial issues. If we determine that the Affiliate Site is unsuitable for the Program, we
will normally give you notice of our determination and an opportunity to correct the situation, but we
reserve the right to immediately and without notice disable any Links that we determine are linking to the
myFICO Site from an unsuitable source.
5. Additional Requirements. Except as
otherwise provided in these Terms, you will be solely responsible for the development, operation and
maintenance of the Affiliate Site, for all materials that appear on the Affiliate Site, and for ensuring
that the Affiliate Site complies with all applicable laws and regulations, including, but not limited to,
all trademark, copyright, and state and federal consumer protection and privacy laws and regulations. The
Affiliate Site must not contain any Product descriptions or Product prices for Fair Isaac and/or myFICO
other than those provided by or approved in writing by us. The Affiliate Site may not misrepresent itself as
a Fair Isaac site or as a myFICO Site by adopting the visual "look and feel" of such site or otherwise. You
may not, under any circumstances, charge visitors to the Affiliate Site any fee or require them to provide
personal information in order to get access to the myFICO Site or the Products. We reserve the right to
require you to modify or remove any content displayed on the Affiliate Site describing the myFICO Site or
the Products if we determine that any of that content contains information that is inaccurate, incomplete,
out of date, misleading, inappropriate, violates the intellectual property rights of Fair Isaac or any third
party provider of any of the products or services offered on the myFICO Site (a "Fair Isaac
Provider").
6. Product Purchases; Tracking System. We will operate the myFICO Site
and process orders for Products placed by Visitors on the myFICO Site, although we reserve the right to
reject orders that do not comply with certain requirements that we may establish. We or a Fair Isaac
Provider will be solely responsible for all aspects of order processing and fulfillment, including order
entry, payment processing, shipping, cancellations, returns, refunds, and related customer service. For a
purchase to generate a Payout, the visitor must follow the Link from the Affiliate Site to the myFICO Site,
and complete the purchase during that visit to the myFICO Site, and our referral tracking system must have
tracked the visitor from the time of the link from the Affiliate Site to the time of the purchase. You will
have the ability to get reports summarizing sales activity through a password-protected AWIN Web site
where you can view your sales statistics on a daily basis. To permit accurate tracking, reporting, and
Payout accrual, you must ensure that the Links on the Affiliate Site are used in the exact form furnished to
you. You will be solely responsible for ensuring that your Links are formatted properly and maintained in a
manner which allows us to track sales. No Payout will be paid if the sale cannot be tracked by our system as
an Affiliate referral. We agree to employ reasonable methods to ensure that our referral tracking system
properly identifies visitors coming directly to the myFICO Site through a properly coded Link as Visitors
and properly accounts for Product purchases. However, we have no responsibility for (i) your failure to use
properly coded Links, or (ii) actions or events beyond our reasonable control that might circumvent our
referral tracking system. No Payouts are payable on purchases made during any visitor's subsequent visit(s)
to the myFICO Site unless the customer again links to the myFICO Site directly from the Affiliate Site and
all other conditions of these Terms are satisfied with respect to that subsequent visit.
7.
Program Payouts. Payouts will be calculated based on the Net Price of Products purchased by
a Visitor. "Net Price" means the actual price paid by the purchaser for the Product, not
including any separately stated sales or other tax, or any service, shipping, or handling fees that may be
imposed by us or any Fair Isaac Provider. Payouts are payable only on the initial Product sale and not on
renewals. In the case of a product offered on a free-trial basis, at our
8. Customer Disputes and Fraud. If
a customer disputes or rejects a purchased Product, ("Disputed Purchase"), or if we are required to refund
money due to credit card or other fraud ("Fraud-Related Transaction"), the amount of the Net Price for the
rejected, disputed or fraudulent purchase (a "Credit") will be deducted from Net Sales for the purpose of
calculating Payouts we owe you. If we have already paid you a Payout to which a Credit would apply, we will
deduct the amount of the Payout previously paid with respect to that Credit from your next monthly Payout
payment. If there are no subsequent Payouts due to you, we may send you a bill for the amount of the excess
Payouts paid, and you agree to pay the bill no later than 30 days after you receive it. We may also withhold
and reserve any Payouts we believe may have arisen out of any Fraud-Related Transaction, and may hold those
reserves until all issues are resolved to our reasonable satisfaction.
9. Fair Isaac
Customers; Use of Customer Information. Customers who purchase Products through the myFICO Site
are considered our customers, and may also be considered customers of a Fair Isaac Provider, notwithstanding
that they may also be customers of Affiliate for other purposes. Accordingly, all rules, policies, terms and
conditions, and operating procedures concerning use, customer orders, sales, and customer service applicable
to the myFICO Site will apply to those customers. We may change our corporate policies and operating
procedures at any time. For example, we will determine the prices to be charged for Products in accordance
with our own pricing policies. We and the Fair Isaac Providers have the right to use any information we
collect from Visitors for any lawful
10. Limited License. For so long as you are participating in the Program, we
hereby grant you a limited, revocable, non-exclusive, non-sublicensable (unless otherwise authorized by Fair
Isaac to a myFICO Publisher's sub-Publisher), non-transferable, fully paid worldwide license to reproduce
and display the Links and other Fair Isaac Materials, as provided to you by us, only on the Affiliate Site,
and only to the extent reasonably necessary to provide for the use of Links and promotion of the myFICO Site
and the Products on the Affiliate Site as provided in these Terms. The Links must be surrounded by a
reasonable amount of empty space, and you may not use the Links or any Fair Isaac trademark, service mark,
trade name, or logo, including but not limited to Fair Isaac®, FICO®, myFICO®, the official myFICO
300-850 seal, or the 300-850® score range (collectively, "Fair Isaac Marks") in conjunction with other
text, trademarks, logos, or other graphics in a way that would create a possibility that a visitor to the
Affiliate Site might be confused as to the ownership or sponsorship of the myFICO Site, the Products, or any
other product or service we may offer. You may not use the Links or other Fair Isaac Materials or any Fair
Isaac Marks in a way that suggests that Fair Isaac endorses or sponsors the Affiliate Site. You agree not to
(i) use any Fair Isaac Marks within meta-tags or other non-displayed coding of the Affiliate Site; (ii) use
any Fair Isaac Marks while using any other Internet search engine enhancement techniques (i.e., tactics
which use the Fair Isaac Marks to influence the Affiliate Site's appearance on search engine results); or
(iii) use any Fair Isaac Marks in a
11. Non-Exclusive Limited License and Use of
Affiliate's Logos and Trademarks. We may list your name in a list of Program Affiliates that we
may publish in a press release, on the myFICO Site, or elsewhere. You grant us a limited, non-exclusive
license to use your names and trade names, logos, trademarks, and service marks (collectively the "Affiliate
Marks") in those listings, and to advertise, market, promote, and publicize in any manner our arrangements
under these Terms. However, we are not required to so advertise, market, promote, or publicize. You
represent and warrant that you are the sole and exclusive owner of the Affiliate Trademarks and have the
right and power to grant to us the license to use them in the manner contemplated in this section, and that
grant does not or will not (i) breach, conflict with, or constitute a default under any agreement applicable
to you, or (ii) infringe upon any trademark, trade name, service mark, copyright, or
12.
Your Advertising and other Public Communications. Other than placing Links and other Fair
Isaac Materials on the Affiliate Site as directed by Fair Isaac, you may not advertise, promote, or
otherwise publicize (i) your participation in the Program or the relationship of the parties created by
these Terms; (ii) the myFICO Site; or (iii) the Products, without our express written consent, which we may
withhold in our sole discretion. Except as expressly authorized by us in these Terms, you agree not to make
any representations, warranties (express or implied) or other statements concerning Fair Isaac, the myFICO
Site, our site policies, the Fair Isaac Providers, or any of the Products. You agree not to infringe other
companies' trademarks in connection with your participation in the program or your promotion of the
Products.
13. Class Action Settlement and Requirements. Fair Isaac recently reached
a settlement in two lawsuits involving, among other things, claims that Fair Isaac had sold its myFICO
products in violation of the Federal Credit Repair Organizations Act ("CROA"). As part of the settlement, we
agreed to make some mostly cosmetic changes to the myFICO Site and marketing materials, and we must also
require Affiliates to comply with some of the same rules. Fair Isaac will take responsibility for ensuring
that the Fair Isaac Materials and the Products comply with the terms of the Settlement. Therefore, we
believe that your compliance with these Terms, including but not limited to Section 12 (Your Advertising and
Public Communications) will satisfy any injunctive relief terms of the Settlement that apply to you.
However, the following are the terms of the settlement that apply to your marketing and advertising
materials: * They must not use the following terms: "improve," "enhance," "boost," "raise," and "increase"
in the same phrase as "score" or "rating." * They must not use the phrases "credit repair," "credit
rebuilding," "credit fix," "repair your credit," "fix your credit," or combinations of those words. * They
must not use the terms "advice," "tips," suggestions," or "instructions" in the same phrase as "improving,"
"enhancing," "boosting," "raising," or "increasing" a credit score or credit rating. * If they refer to the
Personal Coaching modules in the Suze Orman FICO kit, it must be made clear that any such modules will
focus on issues such as debt relief, buying a car, etc., and not the improvement of an individual consumer's
credit score. * When making a statement about the performance of analytic tools available on the myFICO site
or an Affiliate's site (e.g., a score simulator), marketing and advertising materials must not suggest that
a simulated score is "always" (or its equivalent) predictive of one's actual score. Note that the foregoing
rules
14. Confidential Information.
15. Power and Authority. Each
party represents and warrants to the other that (i) it has the power and authority to enter into and perform
its obligations under these Terms, (ii) these Terms have been duly and validly executed and constitutes the
legal, valid, and binding obligation of that party, enforceable in accordance with their terms, (iii) the
execution, delivery, and performance of these Terms does not conflict with or violate the terms of any
agreement, law, rule, regulation, order, judgment, or decree to which it is subject, or which is binding
upon it.
16. Representations and Warranties Regarding Your Site. You hereby
represent and warrant to us that (except with respect to the most recent versions of the Links and other
Fair Isaac Materials we make available to you) materials posted on your site do not violate or infringe upon
the rights of any third party (including, for example, copyrights, trademarks, privacy, or other personal or
proprietary rights), and that materials posted on your site are not libelous or otherwise
illegal.
17. Compliance with Laws. We represent and warrant to you that the myFICO
Site and the services offered through it do and will comply with all applicable laws and governmental
regulations. You represent and warrant to us that the Affiliate Site and the services offered through it do
and will, during the term of your participation in the Program, comply with all applicable laws and
governmental regulations. We and you each specifically represent and warrant to the other that it is and
will remain, during the term of your participation in the Program, in compliance with the Gramm-Leach-Bliley
Act of 1999 ("Act") and any implementing regulations as they apply to financial transactions and
information, including but not limited to the confidentiality of nonpublic personal information, the
security and integrity of information, and the use of confidential information. In addition, we and you
shall be and remain in compliance with any corresponding state laws and regulations referring to the Act or
applicable to the provision of credit reports.
18. Disclaimer of Other Representations and
Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES, AND EACH PARTY
SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE PROGRAM, THE
PRODUCTS, THE AFFILIATE SITE, THE myFICO SITE, OR OTHERWISE RELATING TO THESE TERMS, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WARRANTY OF NONINFRINGEMENT, WARRANTY OF
ACCURACY OF INFORMATION, AND IMPLIED WARRANTIES ARISING FROM ANY COURSE OF DEALING OR COURSE OF PERFORMANCE.
Neither party makes any representation or warranty regarding the number of visits to its site or the number
of visits to the other party's site originating from the first party's site, or any other matter relating to
the value of the benefits to be received under the Program. Certain technical difficulties or other
situations may, from time to time, result in service interruptions, and neither party represents or warrants
that its site will operate uninterrupted or error-free. Neither party will be responsible to the other for
any consequences of interruptions or errors.
19. Relationship of the Parties. We and
you are each independent contractors with respect to the Program. Nothing contained in these Terms is to be
deemed to create any partnership, joint venture, employment, agency, franchise, or sales representative
relationship between the parties. Neither party has the right or authority to incur obligations of any kind
in the name of or for the account of the other party, to make any representations or warranties to any
person on behalf of the other party, nor to commit or bind the other party to any contract or other
obligation.
20. Indemnification by Fair Isaac. We hereby agree to defend you, your
shareholders, officers, directors, employees, and agents, at our sole expense, from any and all third-party
claims, demands, actions, and proceedings (including reasonable attorneys' fees and costs) arising out of or
related to (i) our breach or alleged breach of any provision of these Terms, (ii) our gross negligence or
willful misconduct in connection with our performance under these Terms, (iii) the breach of any of our
representations or warranties made in these Terms, (iv) any claim related to the Products or the myFICO Site
itself; and (v) any claim that any of the Links, Fair, Isaac Materials, or Fair Isaac Marks
violates the trademark or copyright of a third party.
21. Indemnification by
Affiliate. You hereby agree to defend Fair Isaac Corporation, the Fair Isaac Providers, its and
their shareholders, officers, directors, employees, agents, affiliates, successors and assigns, at your sole
expense, from and against any and all third-party claims, demands, actions, and proceedings (including
reasonable attorneys' fees and costs) arising out of, or related to (i) your breach or alleged breach of any
provision of these Terms, (ii) your gross negligence or willful misconduct in connection with your
performance under these Terms, (iii) the breach of any of your representations or warranties made in these
Terms; (iv) any claim related to the Affiliate Site itself (other than any solely related to or arising from
the Links and other Fair Isaac Materials as provided to you by Fair Isaac), and (v) any taxes due on the
payment of the Payouts.
22. Privacy Policy. We agree to make our privacy policy
readily accessible to visitors to the myFICO Site at all times.
23. Term and
Termination. These Terms become effective on the date Fair Isaac notifies you that it has
accepted the Affiliate Site into the Program and will end when your participation in the Program is
terminated by either party. Either party may terminate your participation in the Program, and all licenses
granted under these Terms, at any time, (i) immediately for cause, by giving the other party written or
email notice of termination, or (ii) without cause, by giving the other party at least a 7-day written or
email notice of termination. You are only eligible to earn Payouts up until the time the relationship is
terminated.
24. Actions upon Termination. Within 10 business days after termination
of these Terms, you agree to remove all Links and any other Fair Isaac Materials from the Affiliate Site and
any and all Web sites, computer systems, files, or storage media under your direction or control, but if
these Terms are terminated because you have breached any of your material representations, warranties, or
obligations under these Terms, you shall immediately upon termination remove the Links and other Fair Isaac
Materials from the Affiliate Site and any other web pages under your direction or control, you will not be
eligible to receive any unpaid Payouts that are deemed fraudulent, even if such Payouts were earned prior to
the date of termination, and we reserve all rights and remedies available to us under these Terms and
applicable law. If your participation in the Program is terminated for any other reason, we will continue to
pay you Payouts for Product sales that take place prior to the effective date of termination. We reserve the
right to withhold your final payment for a reasonable time to ensure that the correct amount is paid and
that all Credits have been applied.
25. Survival. Upon any termination of your
participation in the Program, all rights of the parties under these Terms will terminate, except that the
following terms and conditions survive the termination of these Terms: (i) outstanding payment obligations,
(ii) any warranties, disclaimers of warranty, and limitations of liability, (iii) any indemnification
obligations relating to activities during the term of these Terms, (iv) any obligations to comply with laws
or regulations, and (v) any other provision which provides for any activity, obligation, or right following
the termination of these Terms.
26. Dispute Resolution; Governing Law; Venue;
Limitation. These Terms are to be governed by and construed in accordance with the laws of the
state of Minnesota, without reference to its rules governing choice of law (except that questions affecting
the construction and effect of any intellectual property rights will be determined by the laws under which
the intellectual property is granted, registered or protected). Any action relating to these Terms or the
Program must be brought in the federal or state courts located in Minneapolis, Minnesota, and you
irrevocably consent to the jurisdiction of those courts. If any litigation or other proceeding is brought by
either party in connection with these Terms or the Program, the prevailing party in the litigation or other
proceeding is entitled to recover from the other party all costs, attorneys' fees and other expenses
incurred by the prevailing party in the litigation, as determined by the court. Any cause of action which
arises out of or is connected to these Terms or the Program must be commenced within 2 years after the cause
of action accrues. NO DISPUTE MAY BE JOINED WITH ANOTHER LAWSUIT OR OTHER PROCEEDING INVOLVING A
DISPUTE OF ANY OTHER PERSON, OR RESOLVED ON A CLASS-WIDE BASIS.
27. LIMITED
LIABILITY. IN NO EVENT WILL WE OR ANY FAIR ISAAC PROVIDER BE LIABLE TO YOU OR ANY OTHER PARTY
FOR ANY LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR INDIRECT, SPECIAL,
INCIDENTAL, EXEMPLARY, MULTIPLE, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR RELATED TO
THESE TERMS, THE PROGRAM, OR THE PRODUCTS, WHETHER BASED ON CONTRACT, TORT (INCLUDING WITHOUT LIMITATION,
NEGLIGENCE), WARRANTY, GUARANTEE OR ANY OTHER LEGAL OR EQUITABLE GROUNDS, EVEN IF WE HAVE BEEN ADVISED, KNEW
OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THOSE TYPES OF DAMAGES. IN NO EVENT WILL OUR OR ANY FAIR
ISAAC PROVIDER'S TOTAL AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY FOR ANY CLAIM ARISING UNDER THESE TERMS
EXCEED THE TOTAL AMOUNT OF PAYOUTS PAID TO YOU BY US DURING THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO A CLAIM FOR LIABILITY.
28. Notices. Any notices from one party
to another relating to these Terms may be given by email or in writing. Email notices to us must be sent to
affiliates@myfico.com. Written notices must be sent by U.S. Certified or Registered Mail, or national
overnight delivery service, return receipt requested, postage prepaid, to myFICO Affiliate Program, Attn:
Affiliate Manager, 181 Metro Drive, Suite 600, San Jose, CA. 95110. We may send email notices to you at the
email address designated in your Program application. We may send written notices to you by facsimile at the
fax number designated in your Program application, or we may send them to you by U.S. Certified or
Registered Mail, or national overnight delivery service, return receipt requested, postage prepaid, to the
address designated in your Program application. Notices are effective upon
29. Assignment. These Terms are binding upon and inure to the benefit of
the Parties, their successors and assigns. However, you may not assign or transfer these Terms or any rights
hereunder, by operation of law, merger, sale of stock or assets, or otherwise, without our prior written
consent. Subject to that restriction, these Terms will be binding on, inure to the benefit of, and be
enforceable against the parties and their respective successors and assigns.
30. Third
Parties. All Fair Isaac Providers are third-party beneficiaries of these Terms. No other
parties are third-party beneficiaries. Fair Isaac is a third-party beneficiary under the AWIN
Agreement to the extent the AWIN Agreement confers rights on Fair Isaac.
31.
Force Majeure. Either party is excused from any delay or failure in performance under these
Terms caused by any occurrence or contingency beyond its reasonable control, including but not limited to,
acts of God, earthquake, labor disputes and strikes, riots, war, terrorism, our inability to receive
necessary products or services from any Fair Isaac Provider, general problems with the Internet, and
governmental requirements. Under no circumstances will a lack of funds or
32. Entire Agreement; Modifications;
Headings. These Terms and the AWIN Agreement constitute the entire understanding and
agreement of the
33.
AGREEMENT AND PROGRAM MODIFICATIONS. WE MAY AMEND OR MODIFY THE PROGRAM AND ANY PROVISION
OF THESE TERMS AT ANY TIME, IN OUR SOLE DISCRETION. WE WILL NOTIFY YOU OF ANY AMENDMENTS OR MODIFICATIONS BY
GIVING YOU NOTICE IN THE MANNER PROVIDED IN THESE TERMS. ALL AMENDMENTS AND MODIFICATIONS TAKE EFFECT SEVEN
DAYS AFTER WE GIVE YOU NOTICE. IF ANY AMENDMENT OR MODIFICATION OF THESE TERMS IS NOT ACCEPTABLE TO YOU,
YOUR SOLE RECOURSE IS TO TERMINATE THESE TERMS. IF YOU DO NOT PROVIDE US WITH NOTICE OF YOUR
34. Waivers. Our failure
to enforce your strict performance of any provision of these Terms at any time, or our express waiver of any
provision, will not constitute a waiver of our right to subsequently enforce that provision or any other
provision of these Terms.
35. Severability. Each provision of these Terms is
independent of and severable from each other provision. If any provision of these Terms is found to be
unenforceable or invalid, the remaining provisions of these Terms remain valid and enforceable.
36.
Commercial Use. The Program is intended for Affiliates who have a bona fide intent to
promote the Products and the myFICO Site to visitors to their Web sites. Affiliates who use the Program
primarily to purchase Products for their own use or the use of friends or family members are in violation of
these Terms and are not eligible for Payouts on those purchases.
37. Nonexclusive
Agreement. The Program is nonexclusive. We reserve the right to offer separate and different
promotional, compensation, and/or incentive arrangements to other parties, and you reserve the right to
market and promote products and services that may be competitive with the Products, as long as, in our
opinion, the Affiliate Site does not portray us, the Products, or the myFICO Site in a negative way or
create a possibility for consumer confusion regarding the myFICO Site, the Products, or those other products
and services.
38. INDEPENDENT INVESTIGATION. YOU ACKNOWLEDGE THAT YOU HAVE HAD AN
OPPORTUNITY TO CONSULT WITH YOUR OWN LEGAL ADVISERS REGARDING THESE TERMS AND THE PROGRAM, HAVE
INDEPENDENTLY INVESTIGATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM, AND ARE NOT RELYING ON ANY
REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS SET FORTH IN THESE TERMS.
BY SUBMITTING YOUR
APPLICATION, YOU CERTIFY THAT YOU HAVE READ AND UNDERSTAND THESE TERMS, THAT ALL OF THE INFORMATION
CONTAINED IN YOUR APPLICATION IS TRUE AND COMPLETE, AND THAT YOU ARE AUTHORIZED TO SUBMIT THE APPLICATION
AND ENTER INTO THESE TERMS ON BEHALF OF THE NAMED APPLICANT. PLEASE READ THIS ENTIRE AGREEMENT CAREFULLY
BEFORE SUBMITTING YOUR APPLICATION. IF WE ACCEPT YOUR PROGRAM, THESE TERMS WILL BECOME A BINDING LEGAL
CONTRACT BETWEEN THE APPLICANT NAMED IN YOUR APPLICATION AND FAIR ISAAC CORPORATION. THESE TERMS WILL TAKE
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