Terms of Use

Last Updated: 1-Feb-2013
A. General
  1. The following Terms and Conditions of Use (the “Agreement”) constitutes an agreement between You (the “User”) which will hereafter be referred to as User, You, or Your; and Smart Housing Group, Inc. (“Smart Housing”), operator of the website “SmartHousing.com” (the “Website”) which will hereafter be referred to as Smart Housing, we, or us.
  2. User’s use of the Website and the services provided on it are subject to the terms and conditions of this Agreement, which forms a legally binding contract between Smart Housing and User. You may not use the Website or the services provided on it without agreeing to the terms and conditions of this Agreement and acknowledging Your agreement by clicking the “I Accept and Agree” checkbox, or button and registering for and using the Website.
  3. Smart Housing may amend the terms of this Agreement at any time by providing User with notice of such amendment upon Users subsequent login after an amendment has been made, User will have twenty-one (21) days after an amendment to close their account if User does not, or can not agree to the amended terms of this Agreement after this point User’s continued use of the Website will constitute Your acceptance of such amendment.
  4. Please read this Agreement carefully. This Agreement limits Smart Housing’s liability and may substantively affect User’s rights.
B. Definitions
  1. “ACH” means Automated Clearing House, a system run by the Federal Reserve System for clearing funds electronically, ACH may also be used in places to mean EFT.
  2. “Agreement” means these Terms of Use and all Incorporated Documents, which may change from time to time.
  3. “Balance Account” means a billing account held with Smart Housing which is used to record the amount of funds Smart Housing is holding as an agent on behalf of a user.
  4. “Bank Business Day” means those days for which banks located in Salt Lake City, Utah are open for business.
  5. “Business Day” means those days for which the Federal Reserve Bank clears fund via the Automated Clearing House.
  6. “EFT” means electronic funds transfers as defined and regulated under the Electronic Fund Transfer Act, 15 U.S.C. §1693 et seq. and 12 C.F.R. Part 205 (“Regulation E”).
C. Use of the Website
  1. Permitted Use of the Website - Use of and access to the Website is limited by the terms of this Agreement. You agree:
    • Not to use any robot, spider, scraper or other automated means to access the Website for any purpose without Smart Housing’s express written permission.
    • Not to take any action that imposes, or may impose in Smart Housing’s sole discretion, an unreasonable or disproportionately large load on Smart Housing's servers or other infrastructure, or to interfere or attempt to interfere with the proper operation of the Website or any activities conducted on the Website, or related services.
    • Not to use software viruses or any other computer code, files, or programs that are designed or intended to disrupt, damage, or limit the functioning of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any data or other information of any third party
    • Not to copy, reproduce, modify, create derivative works from, distribute or publicly display any content from the Website, including but not limited to “framing” Website content within another site, except for Users own reasonable personal use, without the prior express written permission of Smart Housing.
    • To use the Website only for lawful purposes, and to comply with all applicable laws and regulations in connection with User’s use of the Website.
  2. Use of Landlord/Property Manager/Tenant Accounts - Access to certain areas of the Website, and content and services contained therein, requires the creation of a Landlord/Property Manager/Tenant Account having a unique user name and an associated password. Each Account Login Account may be used only by a single user. Without limiting the foregoing, User may not share User’s username and/or password for Your Landlord/Property Manager/Tenant Account with any third party for purposes of allowing such party to access the Website using Your Landlord/Property Manager/Tenant Account. You are responsible for all activities of persons/entities using Your Landlord/Property Manager/Tenant Account to access the Website, including but not limited to such persons/entities compliance with the terms of this Agreement.
  3. Lost User Names and Passwords - You are solely responsible for retaining Your user name and password associated with User’s Landlord/Property Manager/Tenant account. Smart Housing will have no liability to User for any harm User suffer as a result of lost or incorrect user names or passwords, and Smart Housing will not be required to refund any money paid by User to Smart Housing in connection with User’s registration or use of the Website. Without limiting the foregoing, Smart Housing may use reasonable efforts to help You retrieve lost user names and/or passwords utilizing information You provide to Smart Housing for such purpose during the registration process.
  4. Termination of Use - Smart Housing may at its sole discretion terminate or limit User’s use of the Website for violation of any of the rules contained in this Agreement, or for any conduct, whether by act or omission, which in Smart Housing’s sole opinion adversely impacts the Website or Smart Housing's interests. Smart Housing may so terminate or limit User’s use of the Website without prior notice to User. If such termination or limitation is for reasonable cause, Smart Housing will not be obligated to refund any fees paid by User in connection with the use of the Website or the services provided on it.
  5. Effect of Termination - Upon the termination or expiration of User’s account for any reason, Smart Housing may limit or deny You access to any or all content contained in the Website and/or services offered via the Website, including without limitation access to data provided by You.
D. Services
  1. Services Generally - Smart Housing provides services in connection with the Website, including but not limited to services in the form of on-line applications, sometimes called “the webapp”. Smart Housing will make its best efforts to ensure that such services are available, operate correctly and are free from malicious code (e.g., computer viruses). User agree to release and hold harmless Smart Housing for any damages arising out of User’s use of the Website, including but not limited to the unavailability, failure or improper operation of services provided in connection with the Website.
  2. User Data - You may be asked to submit data in connection with User’s use of one or more services provided by Smart Housing. Smart Housing may, at its sole discretion, maintain such data for Users between sessions; however, Smart Housing will not be required to maintain such data, which it may delete for any reason. You agree to maintain copies of all data submitted to Smart Housing and to indemnify and hold harmless Smart Housing for all harm suffered by User as a result of User’s failure to maintain copies of such data.
  3. Informational Nature of Services - All information provided by Smart Housing via the Website or the services provided on the Website is provided as-is and without any warranty whatsoever. Certain services offered by Smart Housing may address legal and/or tax related issues. Smart Housing does not provide legal or tax counsel or advice. Smart Housing provides information on legal and/or tax related issues solely for User’s information, and Users are solely responsible for confirming the applicability to User of such information. You agree to indemnify and hold harmless Smart Housing for any damages or actions arising out of User’s use of or reliance on the information provided by Smart Housing.
  4. IRS Circular 230 Notice - Smart Housing is not a Practitioner as defined by 31 C.F.R. § 10.2(e), and Smart Housing is not authorized to practice before the Internal Revenue Service. You acknowledge that the services provided by Smart Housing do not constitute the preparation of any documents, communications or correspondence with the IRS, and Smart Housing will not file any documents, communications or correspondence with the IRS on Your behalf. You agree not to use any tax related information provided by Smart Housing (i) to avoid any penalties imposed under the Internal Revenue Code, or (ii) to promote, market, or recommend to another party any transaction or matter related to the information provided by Smart Housing.
E. Rent Payment Facilitation Service and Balance Accounts
  1. Through Smart Housing’s rent payment facilitation services, You may use a credit card, debit card or debit to Your bank account to make a rent payment to Your landlord. You may make one or more such payment in each calendar month as needed. Smart Housing will act as a facilitator by having our bank, (including its successor or replacement, the “Bank”), receive the funds and fulfill Your payment instructions. When using our rent payment facilitation services, You authorize Smart Housing and the Bank to designate and direct payments to other persons or entities in the course of facilitating Your payments. To use the rent payment facilitation services, You must provide sufficient information to us to properly identify Your payees, direct Your payment and permit the payee to identify You as the payment source upon receipt of a payment. You must complete all required fields with accurate information, as directed by the online screen messages. You agree that You will undertake to have Smart Housing facilitate payment on Your behalf only when You have sufficient funds or credit available to support their full and effective execution. Failure to do so may result in additional charges, which You hereby authorize. You shall not impersonate another person or use any names or accounts without authorization or undertake any other type of fraud in connection with Your use of Smart Housing. If You use EFT, You agree to provide Smart Housing an authorization in such form as we request. The provision of EFT authorization, bank or checking account, credit card and debit card information may be used for future payment activities and charges applicable to Your use of Smart Housing. Except as expressly provided in these Terms of Use, You agree that all transactions are final and that You may not subsequently request a chargeback or otherwise cancel or reverse a payment transaction once we have acted upon Your payment instructions. Nevertheless, in the event of a chargeback, cancelation or reversal, Smart Housing is entitled to reimbursement from You and may charge You or any of Your bank accounts, credit cards or debit cards with the amount of the transaction and any resulting fees or charges incurred or imposed by Smart Housing as set forth in the then-current Smart Housing fee schedule, and You hereby authorize such charge. You also agree that some credit card issuers may treat certain charges as cash advances pursuant to a credit card issuer’s terms of use. You agree that You will be responsible for any charges or fees resulting therefrom. You are responsible for assuring compliance with any agreements, terms or conditions applicable to Your credit card, debit card or bank account as well as all costs associated therewith. Please note that we reserve the right to establish daily limits and transaction limits.
  2. Payments facilitated through Website may take several days to clear or be fully executed. For this reason, it may be required to that credit card will be charged, Your debit card will be debited or an EFT will be initiated up to three (3) business days prior to the payment date of Your payment in order to ensure timely payment. The timing of the payment will be set forth when You schedule a payment. YOU MUST HAVE FUNDS AVAILABLE (IN THE CASE OF EFT PAYMENTS) OR CREDIT AVAILABILITY (IN THE CASE OF CREDIT CARD PAYMENTS) ON THE PAYMENT DATE. Your payment will be delivered to Your Landlord electronically so that payments are received as quickly as possible. We reserve the right to refuse to pay any payee whom You may designate for a payment. We will attempt to notify You promptly if we decide to refuse to pay a payee You have designated. This notification is not required if You attempt to pay tax or court-related payments or payments to payees located outside the United States or as otherwise prohibited under this Agreement. Payment changes or cancelations must be made prior to 12:00 p.m. EST on the day before a payment is to be charged to Your credit or debit card or debited from Your bank account.
  3. Until our Bank forwards Your funds pursuant to Your payment instructions, these funds remain Yours, and the Bank holds them solely for Your benefit. These funds, until payment is made, will be held in a concentrated account at the Bank for Your benefit (“Concentration Account”). The Bank and Smart Housing shall be permitted to commingle funds remitted by other Smart Housing customers for payment to designated payees with such funds held for their benefit. Smart Housing acknowledges and agrees that You have an undivided beneficial ownership interest in the funds maintained in the Concentration Account, which undivided beneficial ownership interest shall, on any date, be a percentage equal to (x) the amount of Your funds that have been deposited in the Concentration Account and have not been disbursed from the Concentration Account as of such date divided by (y) the aggregate of all funds in deposit in the Concentration Account on such date. Smart Housing is not a bank, savings and loan or regulated financial institution. You will not receive any interest on payment amounts for time that elapsed between the processing of Your credit or debit and the completion of the funding by the Bank. You agree that any interest that accrues on funds in the course of a transaction shall belong to Smart Housing. Even though the funds remain Yours when held by the Bank, You may not access such funds or cancel any transaction except through the Website and as provided in these Terms of Use. Smart Housing represents and warrants that it shall not use any funds in the Concentration Account to make any payment for its own account.
  4. If we discover a processing error for a transaction we facilitated on Your behalf using the express payment instructions You provided to us, we will rectify the error subject to the limitations of this Section. If the error resulted in our not processing a transaction on time or in the correct amount based upon Your specific payment instructions (“Guaranteed Error”), we will be liable for Your losses or damages directly caused by the Guaranteed Error and incurred by You upon our receipt of evidence of such losses, to the limit set forth herein. For the avoidance of doubt, we shall be deemed to have “completed a transaction on time” so long as payment being made by EFT to the Landlord was made on or before the due date that You selected when scheduling Your payment. Notwithstanding anything to the contrary, unless otherwise provided herein, a failed or delayed transaction shall not be a Guaranteed Error, and we shall not be liable for any such payment transaction, in the event of any of the following: (i) through no fault of ours, You did not have enough available funds (or credit availability) to complete the transaction or such transaction failed or was not authorized for any reason, (ii) our system was not working properly and You knew about the breakdown when You executed the transaction, (iii) circumstances beyond our control (such as fire or flood, loss of Internet connection or any other force majeure event) prevented the transaction, despite our reasonable precautions, (iv) Smart Housing followed the payment instructions as provided by You, (v) payment was refused by the payee, (vi) the payment was not made due to suspected fraud or our determination not to honor a payment authorization pursuant to these Terms of Use, (vii) there was a failure of communications, hardware, software or other systems of Smart Housing or (viii) the error resulted from a problem or delay in the Automated Clearinghouse, EFT or other banking system. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY FOR GUARANTEED ERRORS SHALL BE LIMITED TO THE LESSER OF YOUR ACTUAL LOSSES AND TWENTY-FIVE DOLLARS ($25.00) PER GUARANTEED ERROR. THE Smart Housing PAYMENT GUARANTEE SHALL BE THE SOLE AND EXCLUSIVE REMEDY FOR ANY GUARANTEED ERROR OR ANY PAYMENT FAILURE OR DELAY. This Smart Housing Payment Guarantee shall only apply to Guaranteed Errors and shall not apply in any other situation. Smart Housing reserves the right to require third party verification of such damages (including an Affidavit by the intended payee) prior to payment hereunder. Further, Smart Housing reserves the right to take remedial actions in its discretion including the delay, suspension or termination of a transaction in the event it believes it may be invalid or unauthorized use due to fraud, mistake, violation of these terms or any other reason, and any resulting processing delay or failure due to such action shall not be deemed a Guaranteed Error for purposes of the Smart Housing Payment Guarantee, and Smart Housing shall not be liable for any payment delay or failure thereof. Further, Smart Housing shall not be liable for any Guaranteed Error to the extent that a User had knowledge of a processing error and could have mitigated any damages relating hereto. The Smart Housing Payment Guarantee shall not apply to resubmitted payments or payments made after a funding source was unsuccessfully processed and shall not apply to expedited payments. You agree that Smart Housing shall only be liable for payment failures and delays that are covered by the Smart Housing Payment Guarantee and that Smart Housing shall not be liable for any other payment failures or delays regardless of reason (“Other Payment Failures”). You agree to indemnify and hold Smart Housing harmless for any Other Payment Failures.
  5. Keep in mind that You will always be primarily responsible for ensuring that proper payment is received by Your payee in a timely manner.
  6. Completion of a payment is contingent on both the authorization of the payment by the applicable credit or debit card company or the paying bank and acceptance of the payment by the relevant payee and financial institution. In the event that a payment is unable to be processed, Smart Housing will attempt to notify You at least once using the contact information in Your account. In the event that the applicable payee You are attempting to pay fails to accept payment, (i) Your payment liability to such payee may remain outstanding and unpaid and may be subject to penalties, late fees and interest charges assessed by the relevant payee, all of which remain Your responsibility and (ii) any payment we have processed that has not been accepted will be returned to You (except for any Smart Housing Service fees, which we shall be entitled to retain). In all other cases, where the credit or debit card was accepted or the electronic payment authorized and the payment was accepted by the payee, You acknowledge and agree that no refunds, cancellations or chargebacks are permitted. You agree that You will not hold Smart Housing liable for any damages resulting from the failure of an applicable credit or debit card company to authorize a transaction or a recipient's decision not to accept a payment made through Smart Housing. Any delay in or failure to complete a payment due to any failure of authorization or acceptance shall not be a Guaranteed Error.
  7. You may authorize Smart Housing to process a given transaction on a regular basis. If so authorized, Smart Housing will make these payments, subject to these Terms of Use, until You provide notice to cancel such recurring payments. You may cancel a recurring payment at any time prior to 12:00 p.m. EST on the day before a payment is to be charged to Your credit or debit card or debited from Your bank account. Such cancelation may be made by accessing Your account at the Website. If You cancel a recurring payment, You may still be liable to the payee for the payment and be required to pay the payee through alternative means.
  8. If we attempt to execute Your payment based upon Your payment instructions and You do not have sufficient funds available for withdrawal for such payment, Your payment will not be processed and You will be charged an NSF fee (as set forth on the then-current fee schedule). If You have more than one NSF transaction in any twelve (12) month period, we may choose at our sole discretion to no longer permit ACH transactions for Your payments. You will be able to make payments, though, and pay Your rent using a credit or debit card.
  9. It is Your responsibility to determine what, if any, taxes apply to the payments You make or receive, and it is Your responsibility to collect, report and remit the correct tax to the appropriate tax authority. Smart Housing is not responsible for determining whether taxes apply to Your transaction or for collecting, reporting or remitting any taxes arising from any transaction.
F. Fees for Content and Services
  1. Free Content and Services - Smart Housing provides via the Website content and services free of charge (“Free Content and Services”). Smart Housing may alter the scope of Free Content and Services and/or may discontinue the provision of any of the Free Content and Services at any time. Smart Housing will not charge User for any content or services unless User first consents to such charges, and User will not be allowed to access any non-free content or services without first agreeing to the charges associated with such content or services.
G. User Provided Site Content
  1. User Provided Content - Smart Housing may publish information provided to it by users of the Website (“User Provided Content”). Smart Housing is not affiliated with any party providing User Provided Content and acts only as a venue for such User Provided Content. Smart Housing does not warrant the truth or accuracy of User Provided Content. You agree to release and hold harmless Smart Housing for any damages arising out of false or inaccurate User Provided Content.
  2. Alteration and Removal of User Provided Content - Smart Housing may alter without prior notice to User any User Provided Content which in its opinion is false, inaccurate or materially misleading on its face or otherwise. Smart Housing may remove without prior notice to You any material from any User Provided Content which in its sole opinion is profane or offensive to other users of the Website.
  3. License to User Provided Content - You hereby grant Smart Housing an irrevocable, world-wide, non-exclusive, perpetual license to any information, material or works that User submits to Smart Housing for publication on the Website, including but not limited to information, materials or works that User submits to Smart Housing. You are solely liable for the content of any information, material or works that User submit to Smart Housing, and agree to indemnify and hold harmless Smart Housing for any damages or actions arising out of such information, material or works User submit.
H. Non-User Provided Content
  1. Third Party Content - Smart Housing may provide content authored by third parties such as articles, interactive educational content, seminars, and audio and audio-visual content (“Third Party Content”). The views expressed in Third Party Content are those of the authors of such content and not necessarily of Smart Housing. Smart Housing shall not be liable for the truth or accuracy of Third Party Content.
  2. Third Party Data - Smart Housing provides data acquired from third party sources (“Third Party Data”). Smart Housing provides Third Party Data for User’s reference only. Smart Housing makes its best efforts to obtain reliable Third Party Data, it does not warrant the accuracy or applicability of any Third Party Data. User bears full responsibility for any use of Third Party Data User choose to make use of, and Smart Housing shall bear no liability for any damages or other consequences of User’s reliance on or use of any Third Party Data.
  3. Other Site Content - Smart Housing may provide additional content which is not Third Party Content or User Provided Content. Smart Housing will make its best efforts to assure the accuracy of such content. User agrees to release and hold harmless Smart Housing for any damages arising out of User’s use of or reliance on such content.
I. Links off Website
  1. The Website may contain links to world wide web content which is not a part of the Website. You agree and acknowledge that Smart Housing is not responsible for such content.
J. Privacy
  1. Personal Information - Smart Housing will collect certain personal information from You in connection with User’s registration and use of the Website, including User’s full name, address, credit card information, (Credit Card information is not stored directly by Smart Housing, but by our service provider) bank account information (if You elect to access non-free content or services), telephone number, and email address, etc. Smart Housing will use User Personal Information in connection with the provision of content and services to User and to communicate with User, and to tell User about other Smart Housing products and services.
  2. Third Party Use of Personal Information - Smart Housing will not share Your Personal Information with any third party except under the following circumstances: (i) as required by valid legal process; or (ii) to enforce the terms of this Agreement; or (iii) provide email address to the partner that referred You to Smart Housing, or (iv) to provide services under Your direction which require a third party. Without limiting the foregoing, Smart Housing will provide Your Personal Information to any successor in interest of the business conducted by Smart Housing in connection with any of the Website or the services provided in connection with any of the Website.
  3. Aggregate Information - Smart Housing may use non-personally identifiable information, including aggregate information, to improve the Website and users' experiences with the Website, including but not limited to, using such information in the testing of website design and testing. Smart Housing may use such information to identify products or services which may be of general interest to users, and may share such information with third parties in connection with advertising, marketing and the like.
  4. Maintenance of Information - Smart Housing will make its best efforts to maintain all user information securely. You agree to release and hold harmless Smart Housing for any damages arising out of any failure of such efforts.
K. Smart Housing Intellectual Property
  1. The Website contains intellectual property that is subject to various protections under applicable state and federal law. You agree not to violate any valid intellectual property rights in connection with User’s use of the Website. In particular, You may not duplicate, copy, or reuse any portion of the HTML/CSS or visual design elements without express written permission from Full Occupancy. Users are prohibited from copying, downloading, using, redesigning, reconfiguring, or retransmitting anything from the Website without our express prior written consent. We claim no intellectual property ownership rights over the material you create, upload to, or post on a Customer Created Site.
  2. “Smart Housing”, “Tenant Site” and the domain names derived there from are trademarks of Smart Housing. Website Content and Website layout are copyright Smart Housing. The visual appearance of the Website is protected trade dress of Smart Housing under 15 U.S.C. § 1125 et seq.
L. Rights of Intellectual Property Owners
  1. DMCA Compliance - Smart Housing respects the intellectual property rights of others, and operates the Website in compliance with the Digital Millennium Copyright Act, 17 U.S.C. § 512 et seq. Notices and Counter Notices under the DMCA may be sent to Smart Housing by email to: legal@SmartHousing.com.
  2. Notices and Counter Notices - Owners of intellectual property rights, including but not limited to rights in the nature of trademark, patent or copyright (“Rights Owners”), who believe User Provided Content or other content User provide infringe their intellectual property rights may send notice to Smart Housing's Designated Agent requesting that Smart Housing remove Your User Provided Content or other content You provide the Website. Upon receiving a valid request from such an owner, Smart Housing will remove the allegedly infringing User Provided Content or other content You provide and notify You in accordance with 17 U.S.C. § 512. Upon receiving a notification pursuant to the preceding paragraph, User may counter notify Smart Housing in accordance with 17 U.S.C. § 512.
M. Warranties and Limitations of Liability
  2. Limitation on Liability - You expressly understand and agree that Smart Housing shall not be liable for any direct, indirect, incidental, special, COVER, consequential or exemplary damages, including but not limited to, damages for loss of profits, goodwill, use, data or other intangible losses (even if Smart Housing has been advised of the possibility of such damages), resulting from: (i) the use or the inability to use a service; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the service; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the service; (v) CONDUCT, ACT OR OMISSION OF ANY service provider (INCLUDING WITHOUT LIMITATION ACTS OF PHYSICAL VIOLENCE, HARASSMENT, AND DESTRUCTION OF PERSONAL or real PROPERTY), or ANY INSTRUCTION, ADVICE, ACT, OR SERVICE PROVIDED BY service provider; (vi) or any other matter relating to the Website or services. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. In no event will Smart Housing’s liability to User or any other person or entity exceed the amounts paid by User to Smart Housing for services governed under this Agreement.
N. Dispute Resolution
  1. Dispute Resolution - Any dispute arising out of use of the Website or this Agreement shall be governed by the laws of the State of Utah, Salt Lake County, without regard to its conflict of laws provisions. User hereby agrees to personal jurisdiction in the courts of the State of Utah, Salt Lake County, and agrees not to bring any action against Smart Housing in any other jurisdiction. Nothing in this Agreement shall limit the rights of Smart Housing to initiate an action against User in any other jurisdiction where such jurisdiction may be properly exercised.
O. Miscellaneous Provisions
  1. Relationship of the Parties - User and Smart Housing are independent contractors, and nothing in this Agreement will create a joint venture, partnership, employment relationship, franchise relationship or taxable entity between User and Smart Housing.
  2. Notices - All notices provided for in this Agreement will be by email or Displayed upon User’s next login to the Website. User agrees to provide to Smart Housing a valid email address for such purposes, and to advise Smart Housing immediately of any updates to User’s email address. Notices to Smart Housing shall be sent to support@SmartHousing.com.
  3. Entire Agreement - This Agreement embodies the entire agreement between User and Smart Housing and supersedes and cancels any prior agreement, express or implied, written or oral, with respect to its subject matter. No modification, deletion, amendment of any provision by User will be binding unless Smart Housing agrees to such modification, deletion or amendment in writing.
  4. No Waiver - No waiver of any default under this Agreement will apply to any subsequent default, whether of a similar nature or not, nor will any such waiver be construed as a waiver of any other provision of this Agreement.
  5. Sever ability - If any provision, or portion thereof, of this Agreement, or its application to any person or circumstance, be found invalid, illegal or unenforceable to any extent, the remainder of this Agreement, such provision and their application will not be affected thereby, but will be interpreted without such unenforceable provision or portion thereof so as to give effect, insofar as is possible, to the original intent of the parties, and will otherwise be enforceable to the fullest extent permitted by law.
  6. Construction - Whenever the singular number is used in this Agreement and when required by the context, the same shall include the plural and vice versa, and the neuter gender shall include the feminine and masculine genders and vice versa. The headings in this Agreement are for convenience only and are in no way intended to describe, interpret, define or limit the scope, extent or intent of this Agreement or any of its provisions.
  7. Successors and Assigns - All of the covenants, terms, provisions and agreements contained in this Agreement will be binding upon, and inure to the benefit of, the parties hereto and, to the extent permitted by this Agreement, their respective heirs, legal representatives, successors and assigns.