Terms & Conditions
Welcome to the website located at [www.fila.co.za] (“Site”).
In these Terms, the words “Fila”, “we,”, “our” or “us” means 1721 Distributors (Pty) Ltd, including our directors, staff, employees and affiliates.
Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
By accessing or using the Site, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may not access or use the Site or accept the Terms if you are not at least 18 years old. If you do not agree with all of the provisions of these Terms, you must not access or use the Site.
We may change these Terms from time to time. If we do, any changes will be effective immediately and we will take reasonable steps to let you know about any changes, either by a notice on the Site or by sending you an email. If you keep using the Services after a change, that means you accept the new terms.
2. REGISTRATION OF ACCOUNT / GUEST ACCOUNT
In order to purchase the Products, you will need to either:
- register an account on the Site by choosing a username and password as well as certain other personal information as detailed on the form on the Site; or
- you may be able to make purchases as a “guest” but will still be required to provide your personal information as detailed in on the relevant form on the Site.
The information you provide must be accurate and complete. You may not impersonate anyone else, choose names that are offensive or that violate anyone’s rights. If you don’t follow these rules, we may cancel your account/or and suspend your access to the Site immediately without notice.
You must safeguard your username and password and supervise the use of your account. Every person must register their own account and you are not entitled to permit anyone other than you to use your account. We will assume that anyone using the site or transacting through your account is you. You agree that you are solely responsible for any activity that occurs under your account.
You hereby indemnify us against any harm, damage or other liability that may result due to the unauthorised use and/or access of your account. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
If you find out that someone has used your account without your permission, you should immediately report it to email@example.com.
3. ORDERS AND PAYMENTS
We attempt to be as accurate as possible with respect to the descriptions and sizing of the Products. However, we do not warrant that product descriptions or other content on the Site is accurate, complete, reliable, current, or error-free. If a Product is not as described, your sole remedy is to return it in unused condition.
- We accept the following forms of payment:
- Credit card and debit card;
- Electronic Funds Transfer;
- Mobicred; and
- Any other form of payment detailed on our “check-out” page (from time to time).
Payment for any Products ordered on the Site must be received in full before any order will be processed. Failure to make payment timeously will result in the cancellation of your order.
All payments on the Site are processed via third party payment processors.
In order to protect our interests as well as yours, we may scrutinise transactions to prevent fraud. A transaction may be refused if we are not satisfied that it is legitimate. No other method of payment, including gift vouchers, will be accepted in respect of the purchase of Products on the Site.
Delivery of the Products is carried out by third party service providers.
Details of the delivery of the Products (including the cost of delivery) will be provided to you when you place your order on the Site. Please note that we do not accept any liability for any delays or damage to the Products that may be caused by the courier company.
The risk of loss and title for any Products purchased from our Site pass to you immediately upon our delivery to the courier company.
5. RETURNS, REFUNDS AND TITLE
We do not accept any risk for any returned items until we have received the return Product and have confirmed that it is unused and in its original condition and packaging.
6. USE OF THE SITE
- You agree not to access or attempt to access any part of the Site by any means other than through the interface provided by us.
- You shall comply with all applicable laws, statutes, ordinances and regulations pertaining to your access to and use of the Site and your customer profile, or any part of these.
- You will not engage in any activity that interferes with, or disrupts, the Site or the servers and networks that host these. You may not use date mining, robots, screen scraping or similar data gathering and extraction tools on the Site.
- The Site and the content provided therein may not be copied, reproduced, republished, uploaded, posted, transmitted or distributed. Please note further that deep-linking, embedding or using analogous technology is strictly prohibited.
- Unauthorised use of the Site and/or the materials therein may violate applicable copyright, trademark or other intellectual property laws or other laws.
- Furthermore, you may not attempt to circumvent, disable or interfere with the security related features of the Site, Software and/or Services or features that prevent or restrict use of copying any content or enforce limitations on the use or content therein.
- You may not yourself, or through a third party –
- use the Site for harmful, unlawful or illegal purposes, including, without limitation to:
- impersonate any other person or use a false or unauthorised name so as to create a false identity and/or e-mail address or to misrepresent the origin or identity of any communications;
- collect, harvest or otherwise obtain personal information, (including personal information as this term is defined in POPI), relating to other users;
- create, store and/or send unsolicited commercial communications; or conduct any fraudulent activity including any “pyramid scheme”, “ponzi scheme” or “chain letter”
- use any customer profile in a manner so as to advertise or promote your or any third party’s products or services and/or impersonate another person;
- copy (other than for backup, archival or disaster recovery purposes), reproduce, translate, adapt, vary, modify, distribute, lease, license, sub-license, encumber or in any other way deal with any portion of the Site for any reason and in any manner, unless it is consistent with the intent and purpose of these Terms;
- decompile, disassemble or reverse engineer any portion of the Site;
- collect service listings, descriptions or other information displayed on the Site;
- write and/or develop any derivative of the Site or any other software program based on the Site;
- adapt, modify or enhance the Site. In the event of you effecting any adaptation(s), modification(s) or enhancement(s) to the Site in breach of this clause, such adaptation(s), modification(s) and enhancement(s) hereby vest exclusively in us and you hereby assign all rights in and to, and waive any and all moral rights in and to, such adaptation(s), modification(s) and enhancement(s), which assignment we accept;
- without our prior written consent, provide, disclose, divulge or make available to or permit the use of or give access to the Site by persons other than you;
- remove any identification, trade mark, copyright or other notices from the Site and/or any personalized item, it being specifically recorded, acknowledged and agreed that trademarks proprietary to or licensed to us will automatically be incorporated in all customer profiles;
- establish a hyperlink, frame, metatag or similar reference, whether electronically or otherwise (collectively “linking”), to the Software and/or Site or any subsidiary pages;
- use the Site or any personalized item to transfer files that contain viruses, Trojans, bombs, time-locks, phishing programmes or other harmful programmes; and/or penetrate or attempt to penetrate the Site ’s security measures.
7. OUR RIGHTS
We reserve the right to:
- modify or withdraw, temporarily or permanently, the Site with or without notice to you and you confirm that we shall not be liable to you or any third party for any modification to or withdrawal of the Site. We will use our reasonable endeavors to maintain the Site. You will not be eligible for any compensation because you cannot use any part of the Site or because of a failure, suspension or withdrawal of all or part of the Site; and/or
- change these Terms from time to time, and your continued use of the Site following such change shall be deemed to be your acceptance of such change. It is your responsibility to check regularly to determine whether the Terms have been changed. If you do not agree to any change to the Terms then you must immediately stop using the Site.
- be as accurate as possible. However, we do not warrant that all product descriptions, images, pricing or other information on the Site are accurate, complete, current, or error-free. As such, 1721 Distributors (Pty) is not bound to execute an order or compensate a buyer for any loss if 1721 Distributors (Pty) made an error when presenting the product, formulating its attributes or stating its price.
- to refund, cancel, reverse or modify an order, if the customer did not use the coupon codes, discount codes or forgets to add any promotion items to cart. The orders that comes to the site are final.
A cookie is a small file of letters and numbers that we place on your computer or mobile device. These cookies allow us to distinguish you from other users of our website, which helps us to provide you with a good experience when you browse our website and also allows us to improve our website.
The Site may use cookie and tracking technology (collectively “Cookies”) depending on the features offered. Cookies are useful for gathering information such as browser type and operating system, tracking the number of visitors to the website, and understanding how visitors use the Site. Cookies can also help customize the website for visitors. Personal information cannot be collected via Cookies; however, if you previously provided personally identifiable information, Cookies may be tied to such information. Aggregate Cookie and tracking information may be shared with third parties.
We have the right, but not the obligation, to monitor any activity and content associated with the website. We may investigate any reported violation of these Terms or complaints and take any action that we deem appropriate (which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access and/or removing any materials from the Site).
9. ELECTRONIC COMMUNICATIONS
When you visit the Site or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically, which will allow us to communicate with you via e-mail or by posting notices on the Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically, satisfy any and all legal requirement that such communications be in writing.
10. THIRD PARTY LINKS
In an attempt to provide increased value to our users, we may provide links to other websites or resources. You acknowledge and agree that we are not responsible for the availability of such external sites or resources, and further accept that we do not endorse and are not responsible or liable in any way whatsoever, directly or indirectly, for the privacy practices or the content (including misrepresentative or defamatory content) of such websites, including but without limitation to, any advertising, products or other materials or services on or available from such websites or resources, nor for any damage, loss or offence caused or alleged to be caused by, or in connection with, the use of or reliance on any such content, goods or services available on such external sites or resources. The materials that can be accessed from linked sites are not maintained by us and we are not responsible for the contents thereof. Any reference to a linked site or any specific third party product or service by name does not constitute or imply its endorsement by us and you assume all risk with respect to its use.
11. MONITORING AND SECURITY
We hold the right in our sole and absolute discretion, to monitor any activity and content associated with the Site . We may investigate any reported violation of these Terms or complaints and take any action that we may deem appropriate which may include, but is not limited to, issuing warnings, suspending, terminating or attaching conditions to your access, and/or the removal of any materials from the Site .
Whilst we have taken reasonable measures to ensure the integrity of this Site and its contents, no warranty, whether express or implied, is given that any files, downloads or applications available via this Site are free of viruses, Trojans, time bombs, time-locks, phishing programmes or other harmful programs.
We do not undertake to actively monitor the uploading, reproduction, display, use, distribution or sharing by a user of his/her profile, for example on websites dedicated to discussion forums and/or blogs, nor do we have control over material posted on such discussion forums and/or blogs.
You acknowledge that because information is transmitted via the Internet, such information, irrespective of whether it constitutes personal information, may be susceptible to monitoring and interception. Accordingly, you are discouraged from transmitting to the Site any information that may be viewed as confidential and/or of a sensitive nature and you bear all the risk of transmitting information in this manner. Under no circumstances shall we be liable for any loss, harm, or damage suffered by you as a result thereof.
We hereby reserve the right to take whatever action we find necessary to preserve the security, integrity and reliability of our network and back-office applications. You may not utilise the Site in any manner which may compromise the security of the Site in any manner whatsoever, which shall include without limitation, delivering or attempting to deliver any unauthorised, damaging or malicious code to the Site , which is expressly prohibited.
The Site, Services and Software are controlled, operated and administered by us from our offices within the Republic of South Africa. We make no representations that the content of the Site is appropriate or available for use outside of South Africa. Access to the Site from territories or countries where the content of the Site is illegal is prohibited. You may not use this Site in violation of South African export laws and regulations. If you access this Site from locations outside of South Africa, you are responsible for compliance with all local laws.
12. INTELLECTUAL PROPERTY
All content included on the Site , including but not limited to, text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations, and software, is our property or the property of our content suppliers and is protected in terms of intellectual property laws in South Africa (including trademark and copyright law) as well as international copyright laws.
The compilation of all content on the Site is our exclusive property and is protected by copyright law.
All software used on the Site is our property or that of our software suppliers and is protected by copyright law.
The trademarks, names, logos and service marks (collectively “Trademarks”) displayed on the Site registered and unregistered Trademarks belong to us or the manufacturer of the Products (as the case may be). Nothing contained on the Site , except as expressly stated in the Terms, shall be construed by you as the granting of any license or right to use any Trademark without our prior written permission. All rights in and to the content and Trademarks are reserved and retained by us and/or our content suppliers.
You further acknowledge that we and/or our content suppliers are the proprietors of all the content and trademarks on the Site , whether it constitutes confidential information or not, and that you hold no right, title or interest in any such material.
WE MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THE SITE OR THE INFORMATION, CONTENT, MATERIALS AND PRODUCTS INCLUDED ON THE SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.
TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT WARRANT THAT THE SITE, THE SERVERS, OR E-MAILS SENT FROM US ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE WILL NOT BE LIABLE IN ANY WAY FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE IN ANY MANNER WHATSOEVER, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.
14. INDEMNITY AND LIMITATION OF LIABILITY
IN ADDITION TO ANY OTHER INDEMNITIES PROVIDED IN THESE TERMS, YOU HEREBY UNCONDITIONALLY AND IRREVOCABLY INDEMNIFY US, OUR AFFILIATED COMPANIES, OFFICERS, AGENTS, DIRECTORS AND EMPLOYEES AND AGREE TO HOLD US FREE FROM ALL LOSS, DAMAGES, CLAIMS AND/OR COSTS, OF WHATSOEVER NATURE SUFFERED OR INCURRED BY US OR INSTITUTED AGAINST US FOR ANY REASON WHATSOEVER, WHETHER THE CLAIM OR ACTION ARISES FROM DELICT OR CONTRACT, OR ANY INFRINGEMENT OF WHATSOEVER NATURE, ARISING OUT OF OR PURSUANT TO YOUR USE OF THE SITE, INCLUDING, WITHOUT LIMITATION, ALL LOSS, DAMAGES, CLAIMS AND/OR COSTS SUFFERED OR INCURRED BY US OR INSTITUTED AGAINST US AS A DIRECT OR INDIRECT RESULT OF YOUR USE OF THE SITE, AND SUCH INDEMNITY SHALL EXTEND TO THE REASONABLE COSTS THAT MAY BE INCURRED BY US IN DEFENDING ANY ACTION INSTITUTED AGAINST US.
YOUR USE OF THE SITE IS ENTIRELY AT YOUR OWN RISK AND YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM THE USE THEREOF. WE DO NOT ACCEPT LIABILITY THAT MAY ARISE IN CONNECTION THEREWITH.
IN NO EVENT SHALL WE, OUR DIRECTORS, EMPLOYEES, OFFICERS, SERVICE PROVIDERS OR SUBSIDIARIES BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE WEBSITE, THE SOFTWARE OUR SERVICES OR THE TERMS AND CONDITIONS (HOWSOEVER ARISING, INCLUDING BUT NOT LIMITED TO NEGLIGENCE).
We grant you a limited license to access the Site, which is non- exclusive and non- transferrable. This license does not permit any resale or commercial use of the Site or its contents; any collection and use of any product listings, descriptions, or prices; any derivative use of the Site or its contents; any downloading or copying of account information for the benefit of another merchant; or any use of data mining, robots, or similar data gathering and extraction tools.
Except as explicitly stated otherwise, any notices shall be sent by you by way of email to firstname.lastname@example.org. Notwithstanding anything to the contrary, a written notice or communication actually received by a party shall be an adequate written notice or communication to it, notwithstanding that it was not sent to or delivered at its chosen address/es for that purpose. You hereby agree that we shall use the email address provided by you are your address to receive all information, notices, documents and legal process.
Notice shall be deemed given 48 (forty eight) hours after email is sent, unless the sending party is notified that the email address is invalid.
You acknowledge that all agreements, notices or other communication required to be given in terms of the law or these Terms may be given via electronic means and that such communications shall be “in writing”.
We may in our sole discretion terminate your account or restrict your access to the Site. If we do this, you may be prevented from accessing all or parts of the Site, your account or other content contained in your account. We will not be liable to you or any third party for doing so.
15.4 Place and time of Agreement
These Terms shall be deemed to have been entered into in Johannesburg at the time of registration of your user account.
15.5 Jurisdiction and Choice of Law
These Terms will be exclusively governed by and construed in accordance with the laws of South Africa. The Arbitration Foundation of South Africa (AFSA) will have exclusive jurisdiction in any dispute. Should a dispute arise the forum for be dispute resolution will be an arbitration conducted in Johannesburg and done in accordance with the relevant legislation and rules set out by AFSA. The ruling of the arbitrator will be final. The arbitration clause shall not affect any rights to claim urgent and/or interim relief, whereby the parties to the Terms hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa Gauteng Local Division, Johannesburg in any dispute arising from or in connection with these Terms.
Notwithstanding that any provisions of these Terms be illegal or unenforceable, the remaining provisions of this agreement shall continue to be of full force and effect.
These Terms continues the whole agreement between the you.
16. Disclosures required in terms of section 43 of the Electronic Communications and Transactions Act 25 of 2002
Full name: 1721 Distribution (Pty) Ltd
Physical address and address for receipt of service: 25 Scott Street Waverley , 2090
Telephone no.: 0116304000
Site address: [www.fila.co.za]
Email address: email@example.com
Registration number: 2017/517954/07
Country of incorporation: South Africa
Managing Director and Chief Executive Officer: Laurence Slotsky
VAT registration no.: 4680281922
17. Sale & Black Friday Deals
Sales & Black Friday Deals are non return & non refundable
Certain products are excluded from Sale & Black Friday Specials, these are at the sole discretion of 1721 Distributors
Coupons & Discount Codes does not apply to Black Friday Deals, Exclusives & Sale Items
18. FILA RSA CREATORS
Welcome to the FILA RSA Creators Portal located at [www.fila.co.za/creators] (“Site”).
By accessing or using the Creators portal, you are accepting these Terms (on behalf of yourself or the entity that you represent), and you represent and warrant that you have the right, authority, and capacity to enter into these Terms (on behalf of yourself or the entity that you represent). You may only use the portal and accept the Terms if you are at least 18 years old or have received the consent of a legal guardian. If you do not agree with all of the provisions of these Terms, you must not access or use the Site.
We may change these Terms from time to time. If we do, any changes will be effective immediately and we will take reasonable steps to let you know about any changes, either by a notice on the Site or by sending you an email. If you keep using the Services after a change, that means you accept the new terms.
By clicking “Submit” you agree to be bound by these Terms
By submitting your Artwork you agree to grant FILA along with its affiliates and partners, a non-exclusive, irrevocable, non-transferable, except as explicitly set out herein, worldwide license to use, promote, display, reproduce, and distribute your Artwork for commercial and non-commercial purposes, including, without limiting the foregoing, to reproducing the Artwork on the Website, manufacturing and selling paper and digital prints and other products incorporating your Artwork (including derivative products) through the Website, and use in all promotional materials.
Except as and to the extent expressly permitted, or as reasonably necessary to make any use of the Artwork permitted by these Terms, FILA South Africa shall not, and shall not permit others to modify, correct, adapt, or prepare derivative works or improvements of the Artwork without proper attribution and in accordance with this agreement.
Artwork submitted by you and the rights relating to them, including copyright and ownership rights in the Artwork, remain the sole and exclusive property of the Artist. No other use of the Artwork is granted without your express written consent. We will use our best efforts to ensure that all uses and reproductions of copyrighted material conform to the Creative Commons Attribution 4.0 International License. We will use our best efforts to insure that all Artwork contains some form of copyright management information (CMI) in some form, attribution with the author’s name, or some other copyright and ownership information embedded in the metadata or elsewhere unless otherwise agreed to by the you. We will not remove and/or alter such information in accordance with the South African Copyright Act, 1998.
SALE OF ARTWORK
Placement and organization of the Artwork on the website shall be in the sole discretion of us.
We are not responsible for any sales of Artwork being displayed on the Website. Nor for the success or failure of sales of the Artwork if sold externally. We may take action to market Artworks, but we make no representation or promise to do so.
MODIFICATION OF THE WEBSITE
We are constantly looking for ways to improve our services and our Website. Therefore, we reserve the right to modify, amend, alter, or otherwise make changes to the Website from time to time and without notice to you. It is obviously never our intention to disrupt the display of the Artwork on our website, but we are not responsible if any changes to the Website affect the sale of your Artwork elsewhere.
FILA RSA uses a non-profit sharing model, and no revenue is being generated from your artwork.
As such, there are no fees payable under these Terms.
TERMINATION & WITHDRAWAL
You may terminate your relationship and withdraw your Artwork at anytime by contacting firstname.lastname@example.org. We will withdraw your Artwork within 10 days of receiving notice of your desire to withdraw your Artwork from the Website. FILA RSA may terminate your relationship with the company or remove your artwork from the Website at our discretion.
Upon termination, your Artwork will be removed from the Website, we will no longer distribute, or use the Artwork, and we will no longer honor requests or orders for the Artwork and the license granted herein will be terminated. You will receive affiliation only so long as the Artwork is available on the website. Upon termination of these Terms you shall no longer receive any affiliation to FILA RSA
REPRESENTATIONS AND WARRANTIES
You hereby represent that:
- You are the owner of the Artwork and any other material submitted to us, and
that you have all the necessary rights, consents, and authorizations required to license the Artwork according to these Terms.
- The content of your Artwork is not abusive, obscene, pornographic, threatening, harassing, defamatory, unlawful, hateful, or otherwise objectionable in relation to the subject matter covered by the Artwork or the campaign for which it is being submitted.
- The content of the Artwork does not violate the privacy or publicity rights of any third party.
- The content of the Artwork does not violate the intellectual property rights of any third party, including copyrights, trademarks, patents, and trade secrets.
- That you are over the age of 18 or have the approval of a parent or legal guardian to submit the Artwork according to these Terms.
You hereby agree to indemnify, defend and hold harmless FILA RSA and its affiliates and partners, and each of its and their respective officers, directors, employees, agents, successors and assigns from and against any and all losses incurred in connection with any claims by a third party arising out of or relating to your breach of these Terms
DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY
All services provided by us are “as is” and no warranties are provided.
In addition to the terms of service, we makes no representations or warranties of any kind, express or implied, as to the operation of the website, the sale or distribution of your artwork, or the information, content, materials, products (including software) or other services included on or otherwise made available through the website, unless otherwise specified in writing. You expressly agree that we Shall not be liable or responsible for the sale and Performance of your artwork through the website. We will not be liable for any damages of any kind arising from The use of the website, or from any information, content, Materials, products (including software) or other services Included on or otherwise made available through the website, Including, but not limited to direct, indirect, incidental, punitive, And consequential damages, unless otherwise specified by us in Writing.
MODIFICATION OF THESE TERMS
We reserve the right to amend or modify these Terms at any time or from time to time. When these Terms are changed, you shall be given notice of the changes and directed to the page on our Website where the new Terms can be viewed. Your acceptance of your fees after the publication of the new Terms shall constitute your acceptance of the new Terms. If you do not wish to accept the new Terms, your sole remedy shall be to withdraw your Artwork from the website.
Jurisdiction and Choice of Law
These Terms will be exclusively governed by and construed in accordance with the laws of South Africa. The Arbitration Foundation of South Africa (AFSA) will have exclusive jurisdiction in any dispute. Should a dispute arise the forum for be dispute resolution will be an arbitration conducted in Johannesburg and done in accordance with the relevant legislation and rules set out by AFSA. The ruling of the arbitrator will be final. The arbitration clause shall not affect any rights to claim urgent and/or interim relief, whereby the parties to the Terms hereby consent and submit to the non-exclusive jurisdiction of the High Court of South Africa Gauteng Local Division,
Johannesburg in any dispute arising from or in connection with these Terms.
Notices. All notices, and other communications hereunder shall be in writing and addressed to the parties at the most recent email provided by you. A Notice is effective only upon receipt by the receiving party.
Headings. The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.
Severability. If any term or provision of these Terms is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of these Terms or invalidate or render unenforceable such term or provision in any other jurisdiction.
Entire Agreement. These Terms constitute the sole and entire agreement of the parties to these Terms with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
Waiver. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall be construed as a waiver of any failure, breach or default not expressly identified by such written waiver. No failure to exercise, or delay in exercising, or any single or partial exercise of any right, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof.
Assignment. Neither party may assign any of its rights or delegate any of its obligations hereunder without the prior written consent of the other party. Any purported assignment or delegation in violation of this Section shall be null and void. No assignment or delegation shall relieve the assigning or delegating party of any of its obligations hereunder.
Successors and Assigns. These Terms shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
No Third-party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms