AGREEMENT FOR THE PURCHASE OF GOODS AND SERVICES
IMPORTANT-READ CAREFULLY: The following is a legally binding agreement
between you, as the supplier, and Experian Services Corp. or the Experian
business unit, division, subsidiary, affiliate or joint venture that placed the
Purchase Order (defined below). By
clicking the "I agree" button at the end of this agreement (the "Agreement"),
you ("Supplier") agree to be bound by the following terms:
1. Definitions
1.1 "Affiliate" means any entity that directly or indirectly though one or more intermediaries, controls, is controlled by, or is under common control with a party to this Agreement.
1.2 "Confidential Information" means all information, in any form, furnished or otherwise made available, directly or indirectly, by virtue of the provision of Goods or Services under this Agreement, that is not generally known outside of the disclosing party, including all information concerning the operations, affairs, and businesses of the disclosing party, its clients, employees, or Affiliates.
1.3 "Deliverables" means all documents, products, and materials developed and/or supplied by Supplier in accordance with the Services, or as otherwise supplied by Supplier to Experian under or in connection with this Agreement, as may be set out in the Schedule or in a Purchase Order and as may be updated by agreement between the parties from time to time.
1.4 "Effective Date" means the date set forth on the first page of this Agreement, where no date is specified the effective date shall be the earlier of the date of the second signature to the signature page of this Agreement or the date of the first Purchase Order.
1.5 "Goods" means any item of merchandise or product provided to Experian by Supplier under or in connection with this Agreement.
1.6 "Intellectual Property Rights" means copyright, database rights, patents, registered or unregistered design rights, registered or unregistered trade marks, and all other industrial, commercial or intellectual property rights existing in any jurisdiction in the world and all the rights to apply for the same.
1.7 "Purchase Order" means an ordering document issued by Experian to Supplier indicating the type, quantities, and agreed prices for Goods or Services to be provided by Supplier in accordance with this Agreement.
1.8 "Schedule" means an attachment that incorporates this Agreement by reference.
1.9 "Services" means intangible commodities such as the provision of human effort supplied to Experian by Supplier under or in connection with this Agreement.
2.
Orders
2.1 Experian may request certain Goods or Services to be provided by Supplier. The terms and conditions of this Agreement shall solely govern such requests. No other terms and conditions, including those contained in Supplier's standard printed terms and conditions, Supplier's order acknowledgement, invoices, or otherwise, shall have any application or effect upon this Agreement and are expressly rejected. Experian shall have no obligation to order or purchase any Goods or Services. Supplier shall not commence any Services or deliver any Goods to Experian, or incur any expense and Experian shall not be financially liable for any Services, Goods or expenses until Supplier receives a Purchase Order from Experian. Experian may cancel a Purchase Order at no charge prior to the receipt of the Goods by Experian or provision of Services.
3. Delivery and Acceptance
3.1 Risk of loss and title to the Goods shall pass to Experian upon receipt. Supplier will deliver all Goods to Experian's designated location, freight prepaid and added to Experian's invoice or as otherwise negotiated. All items are to be suitably boxed, wrapped, or coated so as to be protected against hazards of shipment, storage, and exposure and labeled to show the Purchase Order number and delivery contact name. Itemized packing slips showing the Purchase Order number shall accompany each delivery. Experian's count shall be conclusive in the absence of a packing slip. Goods and Services shall be delivered within the mutually agreed upon delivery time, in conformance with this Agreement, the applicable Purchase Order, and the specifications therefore. Experian shall have the right to inspect and test Goods within a reasonable time after delivery to Experian. If the Services are not performed to Experian's satisfaction or the Goods are not in conformance with the specifications or Purchase Order therefore, Experian shall notify Supplier within a reasonable amount of time and identify to Supplier the deficiency in Goods and/or Services. Supplier will use its best efforts to either correct and deliver to Experian, at Supplier's sole cost and as soon as practical following its receipt of notice, the corrected Goods and/or Services or credit the applicable invoice for the deficient Goods at Experian's sole preference. Neither payment for Goods or Services nor inspection shall constitute or imply acceptance of the Goods or Services and shall in no way impair the right of Experian to reject damaged, non-conforming or defective Goods or Services, or to avail itself of any other remedy to which it may be entitled.
4. Guarantees
4.1 Supplier shall transfer to Experian any guarantee or similar rights given by any manufacturer or supplier from whom it acquires the Goods. To the extent that such guarantee or similar rights are not transferable, the Supplier undertakes, at Experian's request, to enforce such guarantee or rights on behalf of Experian.
5. Charges
5.1 The price payable for the Goods, Services, and Deliverables is as stated on the Purchase Order or in the Schedule therefore. Experian shall pay actual charges for shipping, carriage, and any applicable duties, levies or tax payable in connection with the supply of the Goods other than the value added tax (which shall be payable by Experian subject to receipt of a VAT invoice), unless otherwise noted on the Purchase Order. Experian shall not be responsible for any fees or expenses related to the provision of Goods or the performance of Services, including packaging, storage, handling, or any other charges, unless otherwise agreed in writing by Experian.
5.2 Experian shall be entitled to any discounts for prompt payment or volume purchase customarily granted by Supplier. The cash discount period available to Experian shall run from the date of receipt of an invoice conforming to the instructions herein or receipt of the Goods at the agreed destination, whichever occurs last. Experian will be granted any price reductions applicable that occur after the Purchase Order has been issued and before the Goods and/or Services are delivered.
6. Taxes
6.1 Supplier's prices shall be exclusive of any Federal, State, or local sales, use, or excise taxes levied upon, or measured by, the sale, the sales price, or use of Goods in the performance of this Agreement. Supplier shall list separately on its invoice any applicable taxes payable by Experian for which Experian has not furnished evidence of exemption. Supplier agrees to comply with any reasonable request by Experian regarding payments under protest and regarding any refunds, claims, litigation or proceedings with respect to any such taxes and to make appropriate adjustments to afford Experian the benefit of any refund or reduction in taxes.
7. Payment
7.1
Supplier shall submit its invoices to Experian
upon completion of the Services and/or delivery and acceptance (if applicable)
of the Goods. Supplier shall submit its
invoices to Experian at P.O. Box
2180 , Allen , TX
75013
8. Termination
8.1 Either party may terminate this Agreement, any Schedule, or Purchase Order immediately without liability to the other and without prejudice to its other rights at any time by giving notice in writing to the other party if the other party
8.1.1 is in material breach of any of the terms of this Agreement which is not capable of remedy or where remedial, has failed to remedy that breach within thirty (30) days of being notified in writing of it; or
8.1.2 financial position deteriorates to such an extent that in the reasonable opinion of the other party its capability to adequately fulfill its obligations hereunder has been placed in jeopardy.
8.1.3 Experian shall be entitled to terminate any Schedule or Purchase Order hereunder upon reasonable prior written notice to Supplier.
8.2 Experian shall be entitled to terminate this Agreement without liability to the Supplier and without prejudice to Experian's other rights at any time by giving notice in writing to the Supplier if:
8.2.1 Supplier fails to deliver the Goods or Services or any part thereof in accordance with this Agreement; or
8.2.2 there is a change of control or change in the ownership of Supplier.
8.3 Termination of this Agreement (or any element of it) shall not affect any rights, obligations, or liabilities of either party which have accrued before termination or which are intended to continue to have effect beyond termination. In the event of any termination, Experian's obligation for payment is limited to Goods and/or Services accepted prior to the date of termination.
8.4 At Experian's request, or if no request is made, upon termination of this Agreement, Purchase Order or Schedule, or completion of the Services Supplier shall immediately delete from its systems and deliver to Experian all Confidential Information, Deliverables, specifications, materials, and other documentation written/created pursuant to this Agreement.
9. Confidentiality
9.1 Supplier shall observe complete confidentiality with respect to all Confidential Information disclosed to it and shall use its best efforts and take all reasonable steps to protect such Confidential Information from any use, reproduction, publication, disclosure, or distribution except as specifically authorized by this Agreement. Supplier shall restrict disclosure of such Confidential Information to its employees, agents or subcontractors on a need-to-know basis for the purpose of discharging its obligations to Experian hereunder, and Supplier shall ensure that such employees, agents or subcontractors are subject to like obligations of confidentiality as bind it. Supplier shall promptly notify Experian of any known unauthorized use or disclosure of the Confidential Information and will cooperate with Experian in any litigation brought by Experian against third parties to protect its rights in the Confidential Information.
9.2 The above-stated obligations of confidentiality do not apply to the extent such information is
9.2.1 already in the public domain or becomes publicly available through no breach of this Agreement by the recipient;
9.2.2 rightfully in the recipient's possession without obligation of confidence prior to receipt from the disclosing party;
9.2.3 rightfully obtained from a third party having the right to disclose such information without restriction as to use or disclosure;
9.2.4 information which the recipient can document was independently developed by the recipient without reference or use of the Confidential Information; or
9.2.5 required to be disclosed by law or by a court of competent jurisdiction or by any regulatory body; provided that immediately upon receiving any such request and to the extent that it may legally do so Supplier promptly notifies Experian in writing of such requirement to enable Experian to seek a protective order to protect the confidentiality of such information, take action to assure confidential handling of the Confidential Information, or take such other action as it deems appropriate to protect the Confidential Information.
10. Ownership, Rights
10.1 During the performance of any Services hereunder Supplier may create certain Intellectual Property Rights. Supplier agrees that all right, title and interest in and to all Intellectual Property Rights so created shall be and remain the sole and exclusive property of Experian. Immediately upon the creation of any Intellectual Property Rights created in the performance of the Services, Supplier will disclose and deliver to Experian all information and data in its possession, power or control necessary for a full understanding, application and, where applicable, registration of the Intellectual Property Right. In the event that Supplier creates any works of authorship, the parties agree such woks of authorship shall be considered "works made for hire" under US copyright laws.
10.2 To the extent it does not vest in Experian by operation of law or under this Agreement, Supplier hereby agrees to assign and, upon their authorship or creation expressly and automatically assigns, all present and future Intellectual Property Rights and all other rights in the product of the Services (including the Deliverables, if any) produced by Supplier in performance of the Services to Experian. Supplier agrees to render to Experian, at Experian's sole cost and expense, any and all assistance reasonably required to effectuate and protect Experian's ownership rights provided herein. Supplier irrevocably waives any and all moral rights or any rights to similar effect in any country or at common law that Supplier may have with respect to the Intellectual Property Rights to the extent those rights have not been assigned above.
10.3 For the avoidance of doubt, the know-how, techniques or principles used which are the property of Supplier prior to the start of the Services, or which were made, created or developed apart from the Services shall remain the property of Supplier.
10.4 Supplier shall acquire no rights or interest in any Intellectual Property Rights of Experian, including any names, logos, product names and any other identifying names or marks of Experian.
10.5 All Experian property made available to Supplier in connection with this Agreement shall be and remain the property of Experian and Supplier shall:
10.5.1 use any property, including any Intellectual Property Rights, of Experian only as authorized in advance in writing for the specified purposes that Experian authorizes and no other purposes whatsoever;
10.5.2 keep the property in good order and condition and Supplier shall be responsible for any loss or damage to the Experian property while in the possession or control of Supplier; and
10.5.3 return the property to Experian or otherwise dispose of it as directed by Experian.
10.6 The parties acknowledge that any unauthorized use or disclosure of Confidential Information or any failure to assist Experian to effectuate or protect Experian's interest in the Intellectual Property Rights would result in irreparable harm and significant injury, the degree of which may be difficult to ascertain. Accordingly, it is agreed that, in addition to any other remedies that may be available in law or equity upon any such violation or threatened violation, the party alleging the breach or threatened breach hereto shall be entitled to seek specific performance or injunctive relief to enforce such provisions and the parties hereby waive any requirement for security or posting of any bond in connection with such enforcement.
11. Representations and Warranties
11.1 Without prejudice to any other right or remedy available to Experian, Supplier represents and warrants to Experian that:
11.1.1 it has full authority and sufficient rights to grant and convey the rights granted to Experian under this Agreement;
11.1.2 it has and continues to hold all necessary licenses, permits, consents, and agreements necessary for the provision of the Goods and Services hereunder;
11.1.3 it is skilled and experienced in providing the Services and shall perform the Services in a good and workmanlike manner;
11.1.4 all Goods, Services, and Deliverables conform to the applicable specifications, drawings, or descriptions furnished by Experian, provided by Supplier, or detailed in a Schedule;
11.1.5 the sale or use of the Goods, Services or Deliverables by Experian will not infringe any Intellectual Property Rights of any third party;
11.1.6 all Goods it supplies shall be new, of satisfactory quality, and fit for any purpose held out by Supplier or made known to Supplier by Experian; and
11.1.7 the Goods and any Deliverables provided shall be free from all material defects in design, material, and workmanship, and will comply fully with all relevant statutory enactments and regulations in force from time to time.
12. Indemnification
12.1 To the fullest extent permitted by law, Supplier shall defend and indemnify and hold harmless Experian, its Affiliates, and Experian's landlord at the premises where operations will be performed (and the officers, directors, employees, contractors, and agents of each of them), from and against all damages, liabilities, claims, losses, costs and expenses (including reasonable attorney and expert witness fees and expenses), which the indemnified parties may incur, suffer, become liable for, or which may be asserted or claimed against the indemnified parties as a result of the acts, errors, or omissions of Supplier, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The foregoing indemnification shall include a misrepresentation or breach of any warranty set forth in this Agreement or claim or threatened claim by any third party that the Services, Goods, or Deliverables infringe the third party's copyright, trade secret or other intellectual property right. Experian may participate in the defense of any claim with counsel of its choosing, at its own expense. Supplier will not enter into any settlement of a claim without the prior written consent of Experian.
13. Insurance
13.1 Supplier will maintain at its own cost and expense (and shall cause any permitted subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by a reasonably prudent supplier in the industry, with one or more reputable insurance companies licensed in the state(s) where the Goods and/or Services are to be provided including Worker's Compensation with statutory limits and General Liability coverage with a $1,000,000 limit. Supplier shall upon request, from time to time, provide Experian with such evidence of insurance and payment of premiums in connection therewith, as Experian may reasonable require.
14. Ethical Standards
14.1 Supplier represents and warrants that Supplier:
14.1.1 does not employ any person below the age of 14 or 15 (depending on the country) or below the legal minimum age (where this is higher) in the countries in which Supplier operates;
14.1.2 does not use forced labor in any form (prison, indentured, bonded or otherwise) and staff are not required to lodge papers or deposits on starting work;
14.1.3 complies with all environmental, safety and health legislations and regulations applicable in the regions in which it operates and provides a safe and healthy workplace, presenting no immediate hazards to Supplier's staff;
14.1.4 has identified all the hazardous or toxic waste it produces and is confident that it is disposed of by competent bodies via authorized disposal routes;
14.1.5 within the customs and practices of the countries in which Supplier operates, does not discriminate against any worker on any grounds (including race, religion, disability, or gender);
14.1.6 does not engage in or support the use of corporal punishment or mental, physical, sexual or verbal abuse;
14.1.7 provides each employee with at least the minimum wage or the prevailing industry wage (whichever is higher) and all legally mandated benefits;
14.1.8 complies with the laws on working hours in the countries in which Supplier operates; and
14.1.9 support the rights of workers to form or join trade unions which are free to meet without hindrance.
15. Health and Safety
15.1 Supplier shall not use any hazardous material in performing the Services, unless, and only if, essential for furnishing Services. Additionally, any Goods supplied or installed under this Agreement shall be formulated, designed, constructed, finished, and packaged as to be safe and without risk to health. Supplier agrees, before delivery, to furnish Experian in writing a list of any harmful or potentially harmful properties or ingredients in the Goods supplied, whether in use or otherwise, and shall update Experian, from time to time, concerning any changes in such properties or ingredients. Should the services include the disposal of any obsolete or other equipment considered hazardous material or waste, Supplier will indemnify and hold Experian, its parent, subsidiaries, agents, officers, and employees harmless from and against any and all damages, losses, claims, actions, costs, liabilities, and expenses (including reasonable attorney's fees) from and against any claims arising out of such disposal.
16. Notice of Labor Disputes
16.1 Whenever Supplier has knowledge that any actual or potential labor dispute is delaying or threatens to delay the timely performance of any order, Supplier shall immediately give written notice thereof, including all relevant information to Experian. Supplier agrees to insert the substance of this paragraph including this sentence in any subcontract hereunder.
17. Background Screenings
17.1 All Supplier personnel who work on-site at an Experian facility for more than one (1) day or who will have access to an Experian network, must pass a five panel drug screen, criminal background check, and general background investigation. The general background investigation will consist of verification of the worker's qualifications and credentials, verification of previous employment, and verification of Social Security Number. The scope and criteria of the background check can be found at http://www.experian.com/suppliers and may be modified by Experian from time to time. Supplier accepts and agrees to implement screening as required above prior to such person providing any Services under this Agreement. Such screening records may be audited by Experian. Supplier shall not be required to screen any individual where it is prohibited by law.
18. Publicity
18.1 Supplier shall not disclose the existence of this Agreement or otherwise use Experian's name or logo in any of its advertising or marketing materials (including any press release or statement) without prior written consent from Experian's Vice President of Global Sourcing and/or Vice Price of Public Affairs, which may be withheld in Experian's absolute discretion.
19. General Provisions
19.1 Complete Agreement. This Agreement, its Schedules, Purchase Orders, attachments and all other documents referred to herein constitute the complete agreement of the parties relating the subject matter hereof and supersedes any and all prior or contemporaneous agreements or understanding relating to the same subject matter. Neither party shall be bound by, or liable to the other party for, any representation, promise or inducement made by any agent or person on behalf of such party that is not contained in this Agreement. No amendment or modification of this Agreement shall be valid or binding unless it is made in writing and signed by an authorized representative of each party, except where the writing is a Purchase Order from Experian's electronic procurement system or an authorized Experian purchasing agent and expressly references this Agreement.
19.2 Order of Precedence. If there is a conflict or inconsistency between the various documents forming this Agreement, such conflict shall be resolved by giving precedence in the following order: the Schedule; this Agreement; and the Purchase Order.
19.3 Waiver. A wavier of any breach or provision of this Agreement shall only be effective if it is made in writing and signed by an authorized representative of the party who is waiving the breach or provision. Any waiver so given will not be deemed a waiver of that provision or any subsequent breach and shall not affect the enforceability of any other term of this Agreement.
19.4 Severability. To the fullest extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable law. If any provision of this Agreement is finally determined to be invalid or unenforceable such provision shall be deemed to be severed from this Agreement and every other provision of this Agreement shall remain in full force and effect.
19.5 Remedies. If either party fails to exercise a right or remedy that it has or which arises in relation to this Agreement, such failure shall not prevent that party from exercising that right or remedy subsequently with respect to that or any other incident.
19.6 Interpretation. Any reference to a statutory provision includes a reference to any modification or re-enactment of it from time to time. Where any matter is to be agreed, such agreement must be recorded in writing. Wherever the words "including", "include", "includes", or "included" are used they shall be deemed to be followed by the words "without limitation" unless the context otherwise requires. The headings and pronouns contained herein are for convenience and ease of reference only and shall not affect the construction or interpretation of this Agreement. References to this Agreement shall include all Schedules hereto, including any Purchase Orders in effect from time to time.
19.7 Relationship of the Parties. Supplier is an independent contractor and is not an employee, agent, partner, joint venture, or legal representative of Experian. Nothing in this Agreement is intended to, or shall, operate to create a partnership or joint venture of any kind between Supplier and Experian, nor authorize either party to act as agent for the other. Neither party has the authority to act in the name or on behalf of, or otherwise bind, the other party in any way.
19.8 Assignment. Supplier shall not assign, delegate, or otherwise transfer this Agreement or any of its rights under it, or purport to do any of these things, or any interest relating to this Agreement or subcontract any or all of its obligations under this Agreement without the prior written approval of Experian. Any attempted assignment, delegation or transfer by Supplier without such approval shall be void. Experian's consent to the use of a subcontractor shall not relieve Supplier of any liability or obligation hereunder, and Supplier shall be responsible for all acts, omissions, defaults, negligence or willful misconduct of any such subcontractor. Experian may assign, transfer, sub-license or deal in any other manner with this Agreement or any of its rights under it to its affiliates, subsequent owner, or entity having a controlling interest in the business of Experian without the prior written consent of Supplier. This Agreement is binding upon and inures to the benefit of the parties and their permitted successors and assigns.
19.9 Audit. Supplier will maintain complete and accurate records relating to Supplier's performance under this Agreement. During the Term of this Agreement and for a period of three (3) years following termination hereof, Experian or its designated agent will, during normal business hours, have reasonable access and the right to examine any of Supplier's books, documents, and records pertaining to Supplier's performance of this Agreement. As a condition of such audit, Experian agrees to provide reasonable notice to Supplier and shall keep, and ensure that its designated agent agrees to keep, Supplier's confidential information in confidence and will not disclose any confidential information obtained solely through the audit without the express written consent of Supplier.
19.10 Notice. Any notices (including requests, demands or other communication) to be sent by one party to the other in connection with this Agreement shall be in writing and shall be delivered personally, by reputable overnight courier, by special delivery post (or equivalent service offered by the postal service from time to time), or by facsimile transmission, (as applicable) to Experian at 475 Anton Blvd., Costa Mesa, California 92626, or 714-830-2414 attention Global Sourcing, to Supplier at the primary physical address on record with Experian, or as otherwise notified in accordance with the provisions of this section. Either party may change its notice address by giving the other party written notice of such change in the manner specified above. Notice shall be deemed to have been duly given as follows:
19.10.1 upon delivery if delivered personally or by reputable overnight courier;
19.10.2 five (5) days after the date of posting if sent by post;
19.10.3 if sent by facsimile transmission, when transmitted provided that a confirmatory copy is sent by special delivery by the end of the next business day after transmission.
19.11 Third Party Rights. Persons or entities who are not a party to this Agreement shall not have any rights under this Agreement and the parties hereby agree that nothing in this Agreement shall be construed as creating a right that is enforceable by any person or entity that is not a party to this Agreement or a permitted assignee of such party.
19.12 Participation. Notwithstanding anything contained herein to the contrary, any and all Affiliates and joint ventures of Experian may elect to participate in this Agreement under the terms set forth herein by executing a Schedule or issuing a Purchase Order referencing this Agreement. In the event of participation by any Affiliate or joint venture, reference in this Agreement to Experian shall mean the Experian entity that executed the Schedule or issued the Purchase Order. A breach of this Agreement by an Experian Affiliate shall not affect the rights, privileges or obligations of Experian Services Corp or any other Experian Affiliate not in breach of this Agreement.
19.13 Counterparts. Either the originals or copies, including facsimile transmissions, of this Agreement, may be executed as counterparts, each of which is deemed an original and all of which constitute one and the same agreement. The signatures of all of the parties need not appear on the same counterpart, and delivery of an executed counterpart signature page by facsimile or other electronic means is as effective as executing and delivering this Agreement in the presence of the other party to this Agreement.
19.14 Language. The parties have expressly requested that the Agreement, as well as all other related documents, including notices, be written in the English language. In the event of any contradiction, discrepancy or difference between the English language version and any other versions (if any) of the text of this document or any documents contemplated or referenced hereunder, the English language version shall govern. Expresamente las Partes del presente Contrato solicitan que este documento, y culaquier otro documento relacionado con este Contrato, incluyendo notificaciones, sea redactado en el idioma Inglés. En el evento que haiga contradiccion, discrepancia o differencias entre la version en Inglés y las otras versiones (si es el caso) en el texto de este documento o cualquire otro document relacionado con este contrato, la version en Inglés gobernara. Les parties ont demandé expressément que le Contrat ainsi que tous les documents qui s'y rattachent, y compris les avis, soient écrits en langue anglaise. En cas de contradiction, désaccord ou différence entre la version en anglais et autre versions (s'il en existe) du texte de ce document ou de tout autre document considéré ou cité aux termes des présentes, la version en anglais l'emportera.
19.15
Governing Law.
Except as specifically provided in this section, the laws of the country
of the principal place of business of the Experian Affiliate that purchased the
Goods or Services to which the dispute relates govern all matters arising under
or relating to this Agreement and the parties shall submit to the exclusive
jurisdiction of the courts of that country.
The UN Convention on Contracts for the International Sale of Goods will
not apply to this Agreement. The laws of
the State of California govern all matters
arising under or relating to this Agreement in the United States England and Wales govern all matters arising under or
relating to this Agreement in the United Kingdom
BY CLICKING THE "I AGREE" BUTTON BELOW YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.
