Ramp API Agreement

Last Revised November 5, 2020

1. Introduction. This Ramp API Agreement describes the terms and conditions governing your use of the Ramp API, and any related software, services, accounts or information. By using or accessing the Ramp API, you agree to comply with the terms of this agreement.

2. Parties and Acceptance. "Ramp", "we", "our" or "us" means Ramp Business Corporation. "You" or "your" means the person or entity accepting or signing this agreement. If you use or access the Ramp API on behalf of an entity, then you represent and warrant that you have authority to bind that entity to this agreement, that you are doing so on behalf of that entity, and that all references to "You" in this agreement refer to that entity.

3. Definitions.

"API Client" means any application, website, or other online experience that connects to, or is enabled by, the Ramp API.

"Data" means any data, metadata, content, materials, or other information at any time is transmitted to or from, stored on, or accessible through the Ramp API, or otherwise made available to you by Ramp in connection with the Ramp API. Data includes Ramp User Data.

"Feedback" means all feedback, suggestions, ideas, or enhancement requests you submit to us.

"Ramp API" means any software, code, services, accounts, keys, or information related to Ramp's application programming interface.

"Ramp User" means any Ramp customer who uses your API Client, or any individual who uses a third party's website, application, or other experience that is enabled by your API Client.

"Ramp User Data" means any Data or other information relating to a Ramp User or collected from or at the direction of a Ramp User (whether collected by you, Ramp, or any third party), including any Data or information that identifies or can be used to identify an individual Ramp User.

4. Connecting to the Ramp API.

4.1. Registration. You will be required to register your API Client through Ramp's registration process before accessing the Ramp API. You agree that any information you provide us during registration or related to your account will always be accurate and up to date, and you agree not to hide, misrepresent or obscure any features, content, services, or functionality of your API Client.

4.2. Limited Right to Use the Ramp API. Conditioned upon your continued compliance with the terms of this agreement, Ramp grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable, non-assignable license, solely while this agreement is in effect, to use the Ramp API.

4.3. Accessing The Ramp APIs. You will only access the Ramp API in conformance with the terms of the agreement and any applicable documentation. To enable your access of the Ramp API, Ramp may assign you or your API Client with keys or other credentials ("API Keys"). API Keys may be issued, activated, suspended, or deactivated by us to ensure usage consistent with this agreement or for any other reason in Ramp's sole discretion. You will cause all API calls made by your API Client to include the appropriate API Key, and you agree not to mask or misrepresent your identity or your API Client's identity when using, accessing, or attempting to access the Ramp API.

4.4. API Limitations. Ramp may, in our sole discretion, set and enforce limits on your use of the Ramp API to ensure the security and stability of our systems or for any other reason. These limits may include restrictions on the volume and frequency of API usage, maximum file sizes, or any other limits necessary to prevent excessive, abusive, or otherwise prohibited use of the Ramp API. You agree not to (and you will not permit or enable any API Client or third party to) exceed, circumvent, or attempt to circumvent any such limits applicable to the Ramp API, including by aggregating accounts or creating multiple API Keys.

4.5. Noninterference. You will not (and you will not permit or enable any API Client or any third party to) interfere with the proper workings of the Ramp API, or create or distribute any service or application that adversely affects the functionality or performance of the Ramp API, or any website, product or service of Ramp or any of its affiliates, business partners or customers.

4.6. Prohibited Uses. You will not use the Ramp API to encourage or promote any activity that is illegal, offensive, or otherwise violates the rights of another party. Your use of the Ramp API will comply with all applicable laws, regulations, policies, or other third party rights, including laws and regulations related to accessibility and data protection that apply to financial institutions.

4.7. Fees. Ramp reserves the right to implement fees and payment terms with respect to any use of the Ramp API. Ramp may also propose premium API offerings that provide for additional access as well as enhanced service and support terms.

4.8. Restrictions. Except as otherwise expressly permitted by this agreement, you will not, and you will not permit or enable any API Client or any third party to: (a) use the Ramp API for any purpose or in any manner other than expressly permitted in this agreement; (b) rent, sell, lease, lend, convey, redistribute or otherwise provide any third party with use of any aspect of the Ramp API or any associated Ramp User Data; (c) modify, decompile, reverse engineer, alter, tamper with or create derivative works of the Ramp API; (d) falsify or alter any API Key or otherwise obscure or alter the sources of calls coming from an API Client; or (e) access legacy or internal application programming interfaces or data feeds that are not available or intended by Ramp to be available. You will not store or use Ramp API or Data outside of the United States.

5. API Client.

5.1. API Client and Ownership. The Ramp API is designed to help you enhance your API Client and your associated websites, applications, or other online services. Ramp does not acquire ownership in your API Client, and by using the Ramp API you do not acquire ownership of any rights in the Ramp API or the content that is accessed through the Ramp API.

5.2. Monitoring. You agree that Ramp may monitor or analyze your access and use of the Ramp API for any purpose, including to verify your compliance with this agreement, to ensure the quality and reliability of the Ramp API, and to improve the Ramp API or other Ramp services. You agree not to interfere with any such monitoring, and you understand that Ramp may use any technical means to overcome such interference. You agree to provide Ramp with any information or materials we request to verify your compliance with this agreement, including, free of charge, access to any test accounts or applications. Ramp may suspend your or your API Client's access to the Ramp API without notice if we reasonably believe you are violating this agreement.

5.3. API Client Security. You will ensure that your API Client receives and transmits data with a protocol at least as secure as those being accepted by the Ramp API, and that your API Client contains protections that are adequate to keep secure and prevent the interception of any Data. You agree to periodically assess the security health of your API Client to ensure it is maintained free of defects and security vulnerabilities and will share the results of such assessment with Ramp upon request. Ramp may require that such an assessment be conducted prior to granting you access to the Ramp API or at any other time that Ramp deems reasonably necessary to ensure the security of your API Client or the Ramp API. You will not attempt to circumvent any security measures or technical limitations imposed by Ramp or the Ramp API.

5.4. Security Incidents and Notification. You will use best efforts to protect Ramp User Data and other user information collected by your API Client, including personally identifiable information ("PII"), from any unauthorized access, use, or disclosure ("Security Breach"). You, and your API Client, will comply with PII and all applicable privacy laws and regulations. In the event of a Security Breach, you agree to promptly notify any Ramp Users whose information may have been affected to the extent required by applicable law. You will also promptly notify Ramp in the event of any Security Breach or other security incident (including any actual, or suspected theft, loss or misuse of Data) that you discover or suspect in connection with (a) your use of the Ramp API, or (b) your API Client.

5.5. Harmful Code. You will not include (or enable or permit to be included), in or in connection with any API Client, any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code, or any software application not expressly and knowingly authorized by each applicable Ramp User prior to being downloaded, installed or used.

6. Ramp User Privacy and Security.

6.1. Ramp User Data Privacy. Your use of Ramp User Data will be consistent with your obligations in this agreement and with Ramp's rights under the Ramp Privacy Policy. Your collection, use and disclosure of Ramp User Data will not conflict with either your Privacy Policy or the Ramp Privacy Policy.

6.3. Ramp User Credentials. You will not request, collect or store any usernames, passwords, log-in IDs, or other credentials related to a Ramp User's Ramp account (collectively "Ramp User Credentials"). You will not permit or enable any other third parties or service providers to collect, store, or use any Ramp User Credentials as part of their integration with your API Client.

6.4. Limitations on Use and Disclosure.

6.4.1. Except as otherwise permitted by Ramp, you will not use or disclose any Ramp User Data except for purposes of (i) providing Ramp User Data directly to a Ramp User; or (ii) complying with applicable law or mandatory requests of a government or regulatory body (including subpoenas or court orders).

6.4.2. Without limiting the foregoing, and regardless of whether the applicable Ramp User has consented, absent Ramp's prior written consent, you will not: (i) market, sell, lease, license, or otherwise commercialize any Ramp User Data or any data aggregated or derived from Ramp User Data; (ii) use or disclose for marketing purposes any Ramp User Data or other personal or personally-identifiable information received by you or your API Client from or through Ramp or the Ramp API; or (iii) analyze, aggregate, or otherwise use Data to reverse engineer or otherwise ascertain or derive Ramp's confidential or proprietary commercial information, including credit models, credit algorithms, or other business processes or calculations that are not otherwise available to the public.

6.5. Deletion of Ramp User Data. Upon termination of this agreement, you will delete all Ramp User Data, as well as any data derived from such Ramp User Data. You must also delete all Ramp User Data at the request of a Ramp User in the event that a Ramp User revokes your access to such data via your API Client.

6.6. Responsibility for Collected User Data. As between you and Ramp, you are solely responsible for any Ramp User Data (and any other data and information) collected by you or through any API Client that you control or enable, including the completeness and accuracy thereof and the legality of its collection, processing, use and disclosure (including the transmission of any Ramp User Data to or from the Ramp API or otherwise using the Ramp API).

7. Data Access Restrictions.

7.1 API Client and Third Parties. You will not, and you will not permit or enable any API Client or any other third party or service provider to: (a) use any automated means (e.g., scraping, crawling, spidering or robots) to access, query or obtain any Data from any Ramp websites, data systems, or the Ramp API; or (b) except as expressly permitted by this agreement, archive, store, modify or replace any Data received from Ramp or the Ramp API (including by changing the order in which such Data are originally made available by Ramp or intermixing such Data with data from sources other than Ramp). Upon request by Ramp, you will delete any and all Data that does not comply with this section 7.

7.2. Personnel. You will ensure that any of your employees, contractors, or other personnel (collectively "Personnel") who are granted access to Data are screened, to the extent permitted by applicable law, in accordance with industry best practices for performing criminal background screening. Any such Personnel must be excluded from access to Data if they have been convicted of a crime involving theft, fraud, money laundering, breach of fiduciary duty, or similar financial crime which suggests that, after an individualized assessment of facts and circumstances of the conviction, the Personnel poses a more than marginally greater level of risk (than someone without a conviction) of mis-using the Data.

8. Marks and Publicity.

8.1. Ramp Marks. You may not attempt to register any names, trade names, trademarks, service marks, slogans, logos, domain names or other indicia that are confusingly similar in any way to the Ramp Marks. Nothing in this agreement will convey any right, title, license or other interest in or to the Ramp Marks to you or to any third party.

8.2. Your Marks. You hereby grant to Ramp a limited, fully paid-up, worldwide, royalty-free, non-exclusive, non-transferable license (but Ramp has no obligation) to use and modify your name(s) and logo(s) ("Your Marks") in connection with your API Client or the Ramp API or any related systems. Ramp agrees that you own and retain all right, title and interest in and to Your Marks, and that any and all goodwill generated by Ramp in Your Marks will inure to your sole benefit.

9. Termination. This agreement will remain effective until terminated in accordance with its terms. Either party may terminate this agreement immediately upon notice to the other party. In addition, Ramp reserves the right, in its discretion, to suspend (temporarily or permanently) your use of the Ramp API, API Keys, any Ramp Marks, or any Data (whether by you or a Ramp User), in whole or in part, at any time and for any or no reason, with or without notice. Ramp bears no responsibility or liability for any such termination or suspension. Upon any such termination or suspension, all rights or licenses that you may have with respect to the Ramp APIs, the Ramp Marks, and Data will immediately be terminated or suspended, as applicable, and you will immediately cease using the Ramp API, Ramp Marks and Data, and delete any data or materials related to the Ramp API, Ramp Marks, and Data in your possession or control. Any rights or obligations under this agreement which by their nature should survive will remain in effect after termination or expiration of this agreement.

10. Responsibility for Development, Service, and Support. You will be solely responsible for all development and distribution of your API Client, including all related costs, expenses, losses and liabilities. You are solely responsible for all aspects of your API Client, and Ramp will not be required to provide any technical or other support services to you or any Ramp User in connection with the Ramp API or any related Data, including with respect to the integration of the Ramp API with any API Client. Ramp is not responsible for monitoring or policing any dispute that may arise between or among you, a Ramp User, or any other party. Your use of the Ramp API and any related Data is at your own risk, and you are solely responsible for any damage that results from such use, including any damage to any computer systems, networks, or databases belonging to you or a Ramp User.

11.Compliance with Laws. You will comply with all applicable laws, regulations and policies, including any such laws, regulations and policies related to Data or the development, marketing, sale, distribution and use of your API Client or related application. Upon Ramp's request, you will promptly provide to Ramp copies of any applicable regulatory approvals or other clearances. Absent Ramp's express prior written consent, you will not seek any regulatory permissions or make any determinations that may result in Ramp, its affiliates or the Ramp API being deemed regulated or that may impose any obligations or limitations on Ramp or its affiliates. You will not use the Ramp API or Data (a) as a factor in establishing an individual's eligibility for credit, insurance or employment (b) in connection with a determination of an individual's eligibility for a license or other benefit granted by a governmental authority, (c) in connection with underwriting individual insurance or (d) in any way that would cause the Data or use of the Ramp API to constitute a "consumer report" under the FCRA or similar statute, or by any other authority having jurisdiction over the parties. You will not use the Ramp API or Data to take Adverse Action, as that term is defined in the Equal Credit Opportunity Act, 15 U.S.C. § 1691 et seq. and its implementing regulations, against any person or entity.

12. Confidential Information. Your use of the Ramp API will involve access to confidential, proprietary or trade secret information or materials of Ramp (and its affiliates, licensors, suppliers, service providers, business partners or customers) ("Confidential Information"). For the avoidance of doubt, and without limitation, the Ramp API and related materials, all Data, and all Ramp User Data obtained through the Ramp API or otherwise received by you from Ramp, including the contents of this agreement, will constitute Confidential Information. You will: (a) hold the Confidential Information in trust and confidence; (b) use the Confidential Information only as expressly permitted in this agreement (and not for the benefit of any third party), and not in any manner or for any purpose other than as expressly permitted in this agreement; (c) not reproduce Confidential Information except as necessary to fulfill your obligations hereunder; and (d) not make available to any third party, directly or indirectly, any Confidential Information without Ramp's express prior written consent. You will protect the Confidential Information of Ramp with at least the same degree of care as you use to protect your own Confidential Information of a similar nature, but in no case with less than a reasonable degree of care. You will be solely responsible and liable for all use and disclosure of Confidential Information by or through you, your API Client, or any Ramp User or third party who receives Confidential Information from you. Upon any termination of this agreement, you will immediately cease using and delete all copies of Confidential Information in your possession, custody or control, and certify such deletion in writing to Ramp. You acknowledge and agree that your breach or threatened breach of this Section 12 may cause Ramp irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. You therefore agree that, in the event of such breach or threatened breach, Ramp will be entitled to injunctive relief from any court of competent jurisdiction enjoining any threatened or actual breach of this Section 12 and for any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.

13. Ramp IP; Feedback.

13.1. All intellectual property rights and all other right, title and interest in and to the Ramp API, Ramp Marks, and all other Ramp Confidential Information ("Ramp IP") are the sole property of and reserved to Ramp or its affiliates, licensors or suppliers, as applicable, and no right, title or interest therein are transferred to you as a result of your use thereof or this agreement. You will not contest or assist others in contesting the validity of any such rights. All rights not expressly set forth herein are reserved by Ramp or its affiliates, licensors or suppliers, as applicable, and no implied rights or licenses are granted to you pursuant to this agreement. You acknowledge and agree that you receive no rights, licenses or interests in or to any patents, patent applications, copyrights, trademarks, trade names or service marks of Ramp or its affiliates, licensors, suppliers or other third parties pursuant to this agreement.

13.2. You hereby irrevocably assign and agree to irrevocably assign to us, without charge, all intellectual property rights relating to oral and written Feedback that you provide relating to the Ramp API or any associated services or documentation. At our expense, you will take all actions deemed necessary by us in order for us to record, perfect and maintain its rights in and to all Feedback. Without limiting the foregoing, we will have an unlimited, worldwide, royalty-free right to use and modify all Feedback, and we will have no confidentiality obligations with respect to any Feedback.

14. Disclaimer of Warranties; Limitation of Liability; Indemnification.

14.1. Disclaimer of Warranties by Ramp. THE RAMP API, DATA, AND RAMP IP PROVIDED BY OR ON BEHALF OF RAMP, ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY LAW, THE RAMP DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. RAMP DOES NOT WARRANT THAT USE OF THE RAMP API, DATA, OR RAMP IP WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE, OR THAT DEFECTS WILL BE CORRECTED. YOU ACKNOWLEDGE THAT YOU ARE RESPONSIBLE FOR OBTAINING AND MAINTAINING ALL TELEPHONE, COMPUTER HARDWARE, SOFTWARE AND OTHER EQUIPMENT, MATERIALS AND THIRD-PARTY LICENSES AND CONSENTS NEEDED TO USE YOUR API CLIENT WITH THE RAMP API, AND FOR ALL RELATED COSTS RELATED. YOUR USE OF THE RAMP API, DATA, OR RAMP IP IS ENTIRELY AT YOUR OWN RISK.

14.2. Limitation of Liability. NEITHER RAMP NOR ANY OF ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS OR OTHER REPRESENTATIVES WILL BE RESPONSIBLE OR LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF DATA OR LOST PROFITS), UNDER ANY CONTRACT, NEGLIGENCE, INDEMNITY, STRICT LIABILITY OR OTHER THEORY ARISING OUT OF OR RELATING IN ANY WAY TO THE RAMP API, DATA, ANY RAMP IP OR THIS AGREEMENT, OR FOR DAMAGES ARISING FROM ANY TERMINATION OR SUSPENSION OF THIS AGREEMENT OR OF YOUR ACCESS TO OR USE OF THE RAMP API, DATA, OR ANY RAMP IP. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE RAMP API, DATA, OR ANY RAMP IP IS TO STOP USING THE RAMP API, DATA, OR RAMP IP, AS APPLICABLE. THE SOLE AND EXCLUSIVE MAXIMUM LIABILITY OF RAMP FOR ANY DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY OR OTHERWISE, IN CONNECTION WITH THE RAMP API, DATA, ANY RAMP IP OR THIS AGREEMENT, WILL BE LIMITED TO THE TOTAL AMOUNTS PAID BY YOU, IF ANY, TO USE THE RAMP API, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.

14.3. Indemnification. You will indemnify, defend and hold Ramp and its directors, officers, employees, consultants, agents and other representatives harmless from and against any losses that result from a third-party claim against Ramp arising out of, related to, caused or incurred by, or in connection with: (a) your use of or other activities in connection with the Ramp API, Data, or the Ramp IP; (b) your API Client, its use (whether by you or a third party) and any transactions conducted through it or Data transmitted through it (whether by you or a third party); (c) the operation of your business in connection with the Ramp API, Data, or Ramp IP; (d) any suspension or termination of your API Client's use of the Ramp API, Data, or Ramp IP (including any such suspension or termination caused by Ramp); (e) any breach by you of any representations, warranties, covenants or obligations under this agreement; (f) actual or alleged infringement of any third party's intellectual property by you related to your API Client (including any component thereof), or any Feedback or other materials made available to Ramp by you; (g) your gross negligence, fraud or intentional misconduct; (h) any Security Incident caused by you; or (i) your violation of applicable law. At our election, you will assume control of the defense and settlement of any third-party claim that is subject to indemnification by you pursuant to this Section 14.3; except that we may at any time thereafter elect to take over control of the defense and settlement of any such third-party claim, and provided that you will not settle any such third-party claim without our express prior written consent.

15. Governing Law. This agreement will be construed, applied, and governed by the laws of the State of New York exclusive of its conflict or choice of law rules except to the extent that U.S. federal law controls. Subject to the good faith binding arbitration requirement provisions contained in Section 16, all litigation will be brought in the state or federal courts located in New York, New York.

16. Dispute Resolution; Arbitration. Except for any disputes principally related to or arising out of either party's rights and obligations under Section 6 [Ramp User Privacy and Security]; Section 12 [Confidential Information]; Section 13 [Ramp IP; Feedback] and Section 14.3 [Indemnification], which the parties will resolve in litigation in accordance with Section 15, each dispute not resolved by the parties by mutual consultation will be determined by arbitration in New York, New York before a single arbitrator. The arbitration will be administered by JAMS. For claims greater than $250,000, the JAMS Comprehensive Arbitration Rules and Procedures in effect at the time the arbitration is commenced will apply. For claims less than or equal to $250,000, the JAMS Streamlined Arbitration Rules in effect at the time the arbitration is commenced will apply. The arbitrator will apply the substantive law of the State of New York, exclusive of its conflict or choice of law rules. If JAMS is no longer in business or refuses or declines to administer any dispute between the parties brought before it, either party may petition the United States District Court for the Southern District of New York to appoint the arbitrator. Nothing in this Section 16 will preclude the parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties acknowledge that this agreement evidences a transaction involving interstate commerce. Notwithstanding the provisions in this paragraph referencing applicable substantive law, the Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern any arbitration conducted pursuant to the terms of this agreement. Either party may commence arbitration by providing to JAMS and the other party to the dispute a written demand for arbitration, setting forth the subject of the dispute and the relief requested. The existence of a dispute and the observance by the parties of the dispute resolution procedures in this Section 16 will not: (a) excuse any party from continuing to perform its obligations under this agreement; or (b) suspend any obligation to pay any amount otherwise due and payable under this agreement unless that obligation or the amount (to the extent in dispute) is itself the subject of the dispute. Nothing in this agreement affects the right of a party to institute proceedings to seek urgent injunctive or declaratory relief in respect of a dispute or any matter arising under this agreement. If any dispute leads to an arbitration or other legal proceeding to resolve such dispute, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys' fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded. To the extent permitted by applicable law, all arbitration proceedings will be subject to Section 12 [Confidential Information].

17. Miscellaneous. You acknowledge and agree that this agreement will not be deemed to create an exclusive relationship between you and Ramp, and that Ramp and its affiliates may develop or be developing products or services that may compete with your API Client or any other product or service, and that Ramp and its affiliates may enter into agreements, arrangements and relationships similar to the relationship contemplated by, or relating to products or services contemplated by, this agreement. You will not assign, transfer or sublicense any or all of its rights or obligations under this agreement without Ramp's express prior written consent. Ramp may assign, transfer or sublicense any or all of its rights or obligations under this agreement without restriction. Ramp will be permitted to audit your compliance with the terms of this agreement upon request. Any notices permitted or required to be given hereunder by Ramp to you may be given by e-mail to any address provided by you to Ramp. Any notices permitted or required to be given by you to Ramp will be given by sending an e-mail to legal@ramp.com. This agreement constitutes the entire agreement between you and Ramp relating to the subject matter herein, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and Ramp relating to such subject matter. Nothing in this agreement will be deemed to confer any other third-party rights or benefits. Neither party may amend, modify, or waive in any fashion any instrument or provisions in this agreement except by an instrument in writing signed by the parties. A party's waiver of any breach of this agreement by the other party will not operate or be construed as the waiver of the same or any another similar breach on a subsequent occasion, nor will any delay in exercising any right, power or privilege granted by this agreement constitute such a waiver.