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The terms and conditions of this agreement (“the Agreement”) govern your use of any of the services, functions or features provided by [FRACPROPERTY], either itself or through its affiliates (“we” or “our” or “us” or "the Company"), via the web application – [FRACPROPERTY Platform] designed by the Company (“the Platform”). The Platform is offered to you conditioned upon your acceptance without modification of any/all the terms, conditions, policies, privacy policy and notices set forth below. By using the Platform, you acknowledge and agree that you have read, understood and agreed to be bound by the Agreements appearing herein under.
We provide an online platform through which the Users may access to the purchasing and dealing information of a deal and carry out the deal, participate in activities organized at the Platform (“the Service”).
For avoidance of doubt, this Agreement applies to all users and customers of the Platform. If you do not accept all these terms and conditions, you are not authorized to use the Platform.
Please read the Agreements carefully, as it contains information concerning your legal rights and limitations on these rights, as well as a section regarding applicable law and jurisdiction of disputes.
1. Registration and Activation
a) To fully access, experience or to use the Platform, you are required to register an account by providing, among others, your real name, documents proving your identity, corresponding email address, and / or other personal information as required by us and following the instructions on the relevant page in order to become our User (“the Registration Information”).
b) You shall complete the activation process following the instructions on the activation page.
c) We reserve the right to seek more personal information or personal details from you at any time for the purpose of the usage of the Platform.
d) You acknowledge and understand that you shall provide us with accurate, complete, and updated Registration Information. In the event of any updates of the personal data, you shall take steps to notify us for such update. Failure to do so shall constitute to a breach of the terms and condition of this Agreement, which may result in immediate termination of this Agreement by us at our discretion and we shall not be made legally responsible for these account.
e) You understand that all Registration Information including images, pictures, data, text, photographs, graphics, lists, video, messages, or other materials stored or uploaded in Platform by you or by any party authorized by you (“the Authorized Party”) is the exclusive work and property from whom such upload content is originated.
f) We do not claim any ownership of any Registration Information you upload. You shall retain copyright and any other rights you already hold in such content which you or the Authorized Party submit, post, upload or display on or through the Platform. When you or the Authorized Party submit, post, upload or display content, you shall give a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license (and sub-licensable) to archive the content in accordance with or as reasonably contemplated by this Agreement.
g) We reserve the right to remove any upload posted by you or Authorized Party without serving a notice to you.
h) We reserve the right to send you notice to make enquiry and demand corrections on relevant information or refuse registration of, or cancel an account at our discretion.
i) You shall be solely responsible for maintaining the confidentiality of your username and password and you shall be responsible for all activities under your log-in email.
j) The account is personal to you and shall not be shared with third parties or transferred to third parties without notifying us and obtain consent from us.
k) We reserve the right to approve or reject your registration of account and in the event your registration of account ire rejected, we are not bound to provide the cause of such rejection and we will not entertain any appeal whatsoever from you.
b) You shall complete the activation process following the instructions on the activation page.
c) We reserve the right to seek more personal information or personal details from you at any time for the purpose of the usage of the Platform.
d) You acknowledge and understand that you shall provide us with accurate, complete, and updated Registration Information. In the event of any updates of the personal data, you shall take steps to notify us for such update. Failure to do so shall constitute to a breach of the terms and condition of this Agreement, which may result in immediate termination of this Agreement by us at our discretion and we shall not be made legally responsible for these account.
e) You understand that all Registration Information including images, pictures, data, text, photographs, graphics, lists, video, messages, or other materials stored or uploaded in Platform by you or by any party authorized by you (“the Authorized Party”) is the exclusive work and property from whom such upload content is originated.
f) We do not claim any ownership of any Registration Information you upload. You shall retain copyright and any other rights you already hold in such content which you or the Authorized Party submit, post, upload or display on or through the Platform. When you or the Authorized Party submit, post, upload or display content, you shall give a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license (and sub-licensable) to archive the content in accordance with or as reasonably contemplated by this Agreement.
g) We reserve the right to remove any upload posted by you or Authorized Party without serving a notice to you.
h) We reserve the right to send you notice to make enquiry and demand corrections on relevant information or refuse registration of, or cancel an account at our discretion.
i) You shall be solely responsible for maintaining the confidentiality of your username and password and you shall be responsible for all activities under your log-in email.
j) The account is personal to you and shall not be shared with third parties or transferred to third parties without notifying us and obtain consent from us.
k) We reserve the right to approve or reject your registration of account and in the event your registration of account ire rejected, we are not bound to provide the cause of such rejection and we will not entertain any appeal whatsoever from you.
2. General Guidelines
a) The use of the Platform is subject to our general guidelines: -
c) You must take your own precautions to ensure that the process that you employ for accessing the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
d) You agree to adhere to our guidelines and if you fail to do so, we reserve our right to suspend or terminate your account without further notice and we shall not be held liable under any circumstances in the event you breached any clause in this Agreement.
e) We reserve our rights to change, improvise or amend our guidelines from time to time.
i. You shall have the full capacity for civil rights and civil conducts while accessing, experiencing or to using the Platform. If you do not have the said capacity, you and your guardian shall be made liable for all the consequences resulted therefrom and shall deliberately indemnify us from any damages and losses caused therefrom.
ii. You shall comply with all the laws, regulations, rules, policies and guidelines as well as this Agreement and any further guidelines that may be issued by us from time to time;
iii. You shall not be in violation of public interests, public ethnics or other’s legitimate interests and shall not commit any act which may constitute evasion of payable taxes or fees;
iv. You shall not be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
v. You shall not affect us adversely or reflect negatively on us, the Platform, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person from using all or any portion, features or functions of the Platform;
vi. You shall not violate any laws, regulations, judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person;
vii. You shall not gain unauthorized access to the Platform, other Users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Platform or to use the Platform in any manner which violates or is inconsistent with any terms and conditions of this Agreement;
viii. You shall not modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform or the rights or use and enjoyment of the Platform by any other person;
ix. You shall not collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, in connection with their or your use of the Platform, unless you have obtained the express, prior permission of such other person to do so;
x. You shall not circumvent or manipulate our fee structure, the billing process, or fees owed to us;
xi. You shall not post or provide false, inaccurate, misrepresenting, misleading, incomplete, defamatory or libelous content;
xii. You shall not take any action that may undermine any ratings system that we may use;
xiii. You shall not transfer your account and Users identification to another party without notifying us and obtain consent from us;
xiv. You shall not copy, modify, or distribute:
b) Under no circumstances that we will be liable to any errors, fraudulent act, or omissions of Users for damage of any kind incurred as a result of the use the Platform.ii. You shall comply with all the laws, regulations, rules, policies and guidelines as well as this Agreement and any further guidelines that may be issued by us from time to time;
iii. You shall not be in violation of public interests, public ethnics or other’s legitimate interests and shall not commit any act which may constitute evasion of payable taxes or fees;
iv. You shall not be libelous, defamatory, indecent, vulgar or obscene, pornographic, sexually explicit or sexually suggestive, racially, culturally, or ethnically offensive, harmful, harassing, intimidating, threatening, hateful, objectionable, discriminatory, or abusive, or which may or may appear to impersonate anyone else;
v. You shall not affect us adversely or reflect negatively on us, the Platform, our goodwill, name or reputation or cause duress, distress or discomfort to us or anyone else, or discourage any person from using all or any portion, features or functions of the Platform;
vi. You shall not violate any laws, regulations, judicial or governmental order, any treaties or violate or infringe upon any intellectual property rights, rights of publicity or privacy, or any other rights of ours or of any other person;
vii. You shall not gain unauthorized access to the Platform, other Users’ accounts, names, passwords, personally identifiable information or other computers, websites or pages, connected or linked to the Platform or to use the Platform in any manner which violates or is inconsistent with any terms and conditions of this Agreement;
viii. You shall not modify, disrupt, impair, alter or interfere with the use, features, functions, operation or maintenance of the Platform or the rights or use and enjoyment of the Platform by any other person;
ix. You shall not collect, obtain, compile, gather, transmit, reproduce, delete, revise, view or display any material or information, whether personally identifiable or not, posted by or concerning any other person, in connection with their or your use of the Platform, unless you have obtained the express, prior permission of such other person to do so;
x. You shall not circumvent or manipulate our fee structure, the billing process, or fees owed to us;
xi. You shall not post or provide false, inaccurate, misrepresenting, misleading, incomplete, defamatory or libelous content;
xii. You shall not take any action that may undermine any ratings system that we may use;
xiii. You shall not transfer your account and Users identification to another party without notifying us and obtain consent from us;
xiv. You shall not copy, modify, or distribute:
1. content of the Platform or
2. any of our copyright or trademarks;
xv. You shall not harvest or otherwise collect information about other Users, including telephone number, and email addresses, without our consent.2. any of our copyright or trademarks;
c) You must take your own precautions to ensure that the process that you employ for accessing the Platform does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
d) You agree to adhere to our guidelines and if you fail to do so, we reserve our right to suspend or terminate your account without further notice and we shall not be held liable under any circumstances in the event you breached any clause in this Agreement.
e) We reserve our rights to change, improvise or amend our guidelines from time to time.
3. The Users’ Covenants
a) You shall pay all the applicable taxes and all the expenses in relation to the software, services and etc. arising during your use of the Platform.
b) You shall not use, copy or disseminate any data whatsoever on the Platform for any use without our prior written consent.
c) You shall keep all the evidence related to your transactions through the Platform, failing which you shall be made liable for any consequences arising therefrom. However, in the event that your records do not correspond with our records, our record shall prevail on all aspects.
d) For the purpose hereof, you unconditionally agree that we shall have the right to unilaterally determine whether you have violated any of the Terms and Conditions herein and we are not obliged to refund to you any monies paid for any transactions on the Platform in the event we chose to terminate the transaction according to such determination.
b) You shall not use, copy or disseminate any data whatsoever on the Platform for any use without our prior written consent.
c) You shall keep all the evidence related to your transactions through the Platform, failing which you shall be made liable for any consequences arising therefrom. However, in the event that your records do not correspond with our records, our record shall prevail on all aspects.
d) For the purpose hereof, you unconditionally agree that we shall have the right to unilaterally determine whether you have violated any of the Terms and Conditions herein and we are not obliged to refund to you any monies paid for any transactions on the Platform in the event we chose to terminate the transaction according to such determination.
4. Possible Technical Problem
a) We may block, suspend, delete or cancel the User account if our computer system is damaged or interfered with any uncontrollable factors including but not limited to computer virus, corrupted data and malfunctions.
b) To the extent permitted under the law, we shall not be liable or responsible for any loss, damage (whether special or consequential), embarrassment, goodwill, expenses or loss of profit incurred or suffered by the Users pursuant to any failure, delays in transmission, interruption, errors, omission or breakdown of any equipment, system, server software or terminal of the Company.
b) To the extent permitted under the law, we shall not be liable or responsible for any loss, damage (whether special or consequential), embarrassment, goodwill, expenses or loss of profit incurred or suffered by the Users pursuant to any failure, delays in transmission, interruption, errors, omission or breakdown of any equipment, system, server software or terminal of the Company.
5. Reviews and Comments
a) By submitting content to the Platform including any reviews, photos, videos, questions, comments, suggestions, ideas or any submissions (“Submissions”), you grant us a non-exclusive, royalty-free, perpetual, transferable, irrevocable to use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform such Submissions throughout any media now known or hereafter devised. In furtherance thereto, we may choose to provide attribution of your comments or reviews at our discretion.
b) We do not edit or control any Submissions posted to us (including any chat rooms, rating system or other communications medium provided by us) submitted by Users, and we shall by no mean responsible or liable for any Submissions.
c) We reserve the right for any reason in our sole discretion to remove or to make copy of any Submissions without notice any User.
d) Any Submissions submitted by Users shall not represents us, and Users shall deliberately indemnify us from any damages caused by defamation, misrepresentation or false statement contained in the Submissions.
b) We do not edit or control any Submissions posted to us (including any chat rooms, rating system or other communications medium provided by us) submitted by Users, and we shall by no mean responsible or liable for any Submissions.
c) We reserve the right for any reason in our sole discretion to remove or to make copy of any Submissions without notice any User.
d) Any Submissions submitted by Users shall not represents us, and Users shall deliberately indemnify us from any damages caused by defamation, misrepresentation or false statement contained in the Submissions.
6. Confidential Information
a) We will not disclose any information made available to us including but not limited to all information contained within our reporting systems and any other information we disclose or make available to you directly or indirectly, whether in writing, orally or visually (“Confidential Information”).
b) Confidential Information does not include any information other than information that is or becomes publicly known and generally available other than through your action or inaction; or was already in your possession (as documented by written records) without confidentiality restrictions before you received it from us.
c) You acknowledge, consent and agree that we may process, access, preserve and disclose your account information and content for the purpose to provide Services or if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
b) Confidential Information does not include any information other than information that is or becomes publicly known and generally available other than through your action or inaction; or was already in your possession (as documented by written records) without confidentiality restrictions before you received it from us.
c) You acknowledge, consent and agree that we may process, access, preserve and disclose your account information and content for the purpose to provide Services or if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to:
i. comply with legal process;
ii. enforce this Agreement;
iii. respond to claims that any content violates the rights of third parties;
iv. respond to your requests for customer service; or
v. protect our rights, property or personal safety, our Users and the public.
ii. enforce this Agreement;
iii. respond to claims that any content violates the rights of third parties;
iv. respond to your requests for customer service; or
v. protect our rights, property or personal safety, our Users and the public.
7. Our Intellectual Property Rights
a) You acknowledge that we own all right, title and interest, including without limitation all Intellectual Property Rights (as defined below), in and to the Platform, and that you will not acquire any rights, titles, or interests in or to the Platform except as expressly set forth in this Agreement.
b) You shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Platform or proprietary information related thereto.
c) You shall not remove, obscure, or alter our copyright notice or other proprietary rights notices affixed to or contained in the Platform by any means which amounting to unauthorized, and unlawful access into our back-end system.
d) “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trade mark law, non-competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
b) You shall not modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any of our services, software, or documentation, or create or attempt to create a substitute or similar service or product through use of or access to the Platform or proprietary information related thereto.
c) You shall not remove, obscure, or alter our copyright notice or other proprietary rights notices affixed to or contained in the Platform by any means which amounting to unauthorized, and unlawful access into our back-end system.
d) “Intellectual Property Rights” means any and all rights existing from time to time under patent law, copyright law, trade secret law, trade mark law, non-competition law, publicity rights law, privacy rights law, and any and all other proprietary rights, as well as, any and all applications, renewals, extensions, restorations and re-instatements thereof, now or hereafter in force and effect worldwide.
8. Disclaimer
a) The services are provided “as is” and “as available”. We disclaim all representations and warranties, express, implied or statutory, not expressly set out in these terms, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement.
b) You acknowledge that we merely serve as a venue for transactions where the Users may acquire pricing and dealing information conduct transactions.
c) You acknowledge that we have no control on the security and legality of any transactions; truthfulness or accuracy of the transaction information or capacity of the parties to any transaction to perform its obligations under such transaction.
d) You acknowledge and agree that it is your responsibility to perform your own due diligence, seek professional advice, access the risk of the transaction made through the Platform.
e) We strive to ensure that the technology and information on the Platform is accurate, effective reliable and up to date but do not represent or warrant that:
g) You agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
b) You acknowledge that we merely serve as a venue for transactions where the Users may acquire pricing and dealing information conduct transactions.
c) You acknowledge that we have no control on the security and legality of any transactions; truthfulness or accuracy of the transaction information or capacity of the parties to any transaction to perform its obligations under such transaction.
d) You acknowledge and agree that it is your responsibility to perform your own due diligence, seek professional advice, access the risk of the transaction made through the Platform.
e) We strive to ensure that the technology and information on the Platform is accurate, effective reliable and up to date but do not represent or warrant that:
i. the access to the Platform or any part of it, will be uninterrupted, reliable or fault-free; and
ii. the accuracy, completeness, and reliability of the contents that uploaded by us or the other Users as reflected in the Platform in relation to our Services.
f) You shall be responsible for keeping an independent backup of all data stored or generated. You are also responsible for maintaining accurate data. However, in the event that your records do not correspond with our records, our record shall prevail.ii. the accuracy, completeness, and reliability of the contents that uploaded by us or the other Users as reflected in the Platform in relation to our Services.
g) You agree that the entire risk arising out of your use of the services, and any service or good requested in connection therewith, remains solely with you, to the maximum extent permitted under applicable law.
9. Limitation of Liability
a) To the maximum extent permitted under applicable law, you expressly agree that we, our directors, officers, shareholders, employees, representatives, consultants, service providers, agents, contractors, and/or distributors (if any) shall not be liable for any loss of profits, data, or for any other indirect, special, incidental, punitive, consequential damages arising out of or in connection with this Agreement or other intangible losses, however caused, and under whatever cause of action or theory of liability brought resulting from: -
c) In no event shall our total liability to you in connection with the services for all damages, losses and causes of action exceed the amount you paid to use the applicable services.
i. your access to or use of or inability to access or use the Platform;
ii. any conduct or content of any third party on the Platform, including without limitation, any defamatory, offensive or illegal conduct of other Users or third parties;
iii. inaccuracy or omission of the information that may be extracted from the Platform;
iv. any content obtained from the Platform that uploaded by Users; and
v. unauthorized access use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
b) If you are dissatisfied with any aspect of the Platform, or with any of these terms of use, your sole and exclusive remedy is to seek for dispute resolution process as stipulated in this Agreement or discontinue your access and/or use of the Platform.ii. any conduct or content of any third party on the Platform, including without limitation, any defamatory, offensive or illegal conduct of other Users or third parties;
iii. inaccuracy or omission of the information that may be extracted from the Platform;
iv. any content obtained from the Platform that uploaded by Users; and
v. unauthorized access use or alteration of your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not we have been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.
c) In no event shall our total liability to you in connection with the services for all damages, losses and causes of action exceed the amount you paid to use the applicable services.
10. Marketing and Notifications
a) The Platform may display third party advertisements and promotions. A display of third party advertising does not imply an endorsement or recommendation by the Company. By accepting this Terms and Conditions, you hereby explicitly consent and agree for us to send you information containing third party advertisements and promotions related to our Services and services of our affiliates and partners from time to time. As consideration for access and use of the Platform, you agree that we may place third party advertising on the Platform at our sole discretion. You agree that we may change the manner, mode and extent of third party advertising on the Platform without further notice.
11. Indemnity
You agree to indemnify, and hold us, our agents, service providers, affiliates, shareholders, subsidiaries, directors, officers, employees, and applicable third parties (e.g. syndication partners, licensors, licensees, consultants and contractors) (“Indemnified Person(s)”) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person(s), arising out of, related to or which may arise from your use of the Platform, the use of the Services and/or your breach of any term of this Agreement. You shall deliberately indemnify us for any interference or damage to any computer system that arises in connection with your use of the Platform or any linked website.
12. Force Majeure
We shall not be liable to you for any breach for any reason of any delay in performing or failure to perform any due to any cause beyond our reasonable control, including but without limitation to acts of god, war, explosions, flood, acts of restriction, regulations, by-laws, or measures of any kind on the part or governmental parliamentary or local authority, import or export regulations or embargoes, riot, terrorist attack, threat or preparation of war, interruption of production or operation line, difficulties in obtaining raw materials labour, fuel parts, or machinery break down etc.
13. Suspension and Termination
a) We may suspend or terminate your access to all or any part of the Platform at any time, with or without cause, effective immediately. You may terminate your use of the Platform at any time, provided that all provisions of this Agreement, which shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
b) We will suspend or terminate your access to the site if you are classified to be, in our sole discretion, a repeat infringer of this Agreement.
c) We also reserve the right to suspend or cancel your account that has been inactive for a period of time.
d) We may, but shall not be obligated to, reasonably issue you advance infringement warning notice(s) via registered email, if you have violated this Agreement prior to suspension or termination of your account.
b) We will suspend or terminate your access to the site if you are classified to be, in our sole discretion, a repeat infringer of this Agreement.
c) We also reserve the right to suspend or cancel your account that has been inactive for a period of time.
d) We may, but shall not be obligated to, reasonably issue you advance infringement warning notice(s) via registered email, if you have violated this Agreement prior to suspension or termination of your account.
14. After Termination
a) In the event that this Agreement terminates for whatsoever reasons, the following shall be applicable: -
i. your access to the Platform shall immediately be terminated;
ii. we reserve the right to permanently dispose and delete any data held in your registered account without further reference to you; and
iii. any claim which either party may have against the other in respect of any breach or non-performance or repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination shall not be affected or prejudiced.
b) The terms of Clauses 7, 9, 10, 12 and 15 shall survive termination of this Agreement. ii. we reserve the right to permanently dispose and delete any data held in your registered account without further reference to you; and
iii. any claim which either party may have against the other in respect of any breach or non-performance or repudiation of any of the provisions of this Agreement which shall have occurred prior to such termination shall not be affected or prejudiced.
15. Modification
a) We reserve the right to change our terms and conditions herein from time to time. We may change any or all aspects of services provided by the Platform at any time and without notice. Nothing in this Agreement will constrain how we operate our business. You shall be responsible to monitor any such modifications from time to time.
b) If the alterations constitute a material change to our terms and conditions, we will notify you by posting a notification via your email address registered with us. Usage of the Services by you following such notification constitutes your acceptance of the terms and conditions as modified.
c) What constitutes a “material change” will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.
b) If the alterations constitute a material change to our terms and conditions, we will notify you by posting a notification via your email address registered with us. Usage of the Services by you following such notification constitutes your acceptance of the terms and conditions as modified.
c) What constitutes a “material change” will be determined at our sole discretion, in good faith and using common sense and reasonable judgment.
16. Third Party Sites
The Platform may contain links to third-party web sites (“Third-Party Sites”) and third-party content (“Third-Party Content”) as a service to those interested in this information. You may use the links to Third-Party Sites, and any Third-Party Content therein, at your own risk. We do not monitor or have any control over, and make no claim or representation regarding, Third-Party Content or Third-Party Sites. We provide these links only as a convenience, and a link to a Third-Party Site or Third-Party Content does not imply our endorsement, adoption or sponsorship of, or affiliation with, such Third-Party Site or Third-Party Content.
17. Relationship
Nothing in these Terms and Conditions is intended to, or shall be deemed to, establish any partnership, agency or joint venture relationship between any of the parties, constitute any party the agent of another party, nor authorize any party to make or enter into any commitments for or on behalf of any other party.
18. Severability
This Agreement shall, so far as possible, be interpreted and construed so as not to be invalid, illegal or unenforceable, in any respect, but if a provision, on its true interpretation or construction is held to be illegal, invalid or unenforceable: -
a) That term and condition shall, so far as possible, be read down to the extent that it may be necessary to ensure that it is not illegal, invalid or unenforceable and as may be reasonable in all the circumstances so as to give it a valid operation; or
b) If the term and condition or part of it cannot effectively be read down, that provision or part of it shall be deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceability.
b) If the term and condition or part of it cannot effectively be read down, that provision or part of it shall be deemed to be void and severable and the remaining provisions of this Agreement shall not in any way be affected or impaired and shall continue notwithstanding that illegality, invalidity or unenforceability.
19. Miscellaneous
a) Any notice, request or demand required or permitted under this Agreement shall be deemed given when actually delivered or one (1) day after the date sent if sent via overnight courier addressed to such party at such party’s address stated in this Terms and Conditions or such other address as is specified from time to time by either party in writing. In the case of a notice or request sent by electronic communication, be deemed to have been received within twenty-four (24) hours after the time of sending the notice or request.
b) Time is of essence for each and every provision of this Agreement.
c) The Headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.
d) Only a written instrument executed by the party waiving compliance may waive a provision of this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision.
b) Time is of essence for each and every provision of this Agreement.
c) The Headings used in this Agreement are solely for convenience of reference, are not part of this Agreement, and are not to be considered in construing or interpreting this Agreement.
d) Only a written instrument executed by the party waiving compliance may waive a provision of this Agreement. No waiver of any provision of this Agreement shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. Failure to enforce any provision of this Agreement shall not operate as a waiver of such provision or any other provision.
