Terms & Conditions

2.1. “Apparel” means one or more Item(s) of clothing, footwear, headgear or accessories (including but not limited to bags, jewellery and hats) that is displayed on the Website as available to hire.

2.2. “Content” means data, text, graphics, images, music, software, audio, video, messages, files information or other materials.

2.3. “Delivery Address” the address for delivery provided by you when placing an Order.

2.4. “Item” means any individual Apparel supplied on hire by Us.

2.5. “Member” means a User of the Site who has competed Our account registration process as described under “Account Registration” below.

2.6. “Member Content” means all Content that a Member posts, publishes, uploads, submits, transmits to be made available through the Site or Services.

2.7. “Order” means an order for Apparel placed through the Site.

2.8. “Rental Charges” includes fees and charges to rent the Apparel including but not limited to the rental fee, delivery charges and GST.

2.9. “Reserve Cash Rate” means the interest rate charged by the Reserve Bank of Australia from time to time.

2.10. “Services” means Our Services Website located at walk-in.com.au (the “Site”) and related services including Our fashion rental services and its content.

2.11. “Tax” or “Taxes” means any sales taxes, value added taxes (VAT), goods and services taxes (GST) that We may be required by law to collect and remit to governmental agencies, and other similar municipal, state, federal and national agencies.

2.12. “Walk-In” means The Walk-In Pty Ltd ACN 632 179 965, its successors and assigns or any persons acting on behalf of and with the authority of The Walk-In.

2.13. “Our Content” means all Content that We make available through the Site, or Services, including any Content licensed from a third party but excluding Member Content.

3.1. Registration of an Account (“Member Account”) may require You to provide Your name, date of birth, contact details, email address and delivery dress. If at the time of creation of Your Account, You want to place an Order, You will also be required to supply credit card details and address of where the card is registered. You will also be required to confirm Your acceptance of these terms. Your Account is non-transferable.

3.2. In registering and providing Your details, You represent and warrant to Us that:

3.2.1. You are at least eighteen (18) years old and have the power and authority to enter into a legally binding contract with Us;

3.2.2. the information provided by You is true, accurate, current and complete; and

3.2.3. You will maintain and promptly update this information to keep it true, accurate, current and complete.

3.3. You acknowledge and agree that We may in Our sole discretion obtain information relating to Your credit history and credit rating in the event You want to place an Order.

3.4. We reserve the right to terminate Your Account at any time and for any reason including if We believe that You have breached any of these Terms or that any of the information You have provided to Us is incorrect.

4.1. You can rent a maximum of two (2) Items per Order of any of the Apparel that is listed on Our Website and specify the dates that You want to rent the Items for. You will then be able to select to rent the Apparel for a period of four (4) days (or any other period notified by Us in Our sole discretion) with the rental period commencing on delivery of the Apparel and ending on the day the Apparel is posted back to Us.

4.2. Notwithstanding clause 4.1, You may by request in writing to hello@walk-in.com.au request to rent more than two (2) Items per Order. Upon receipt of Your request, We may in our sole discretion and subject to availability agree to Your request in which case notify you by return email whether your request has been approved by Us.

4.3. The price You pay for hiring the Apparel is listed on the Website at the time You book the Item for hire.

4.4. We reserve the right to change the price on the Apparel if Your requirements change.

4.5. All payments must be made in Australian dollars and are inclusive of GST except where otherwise expressed as exclusive of GST. Renting the Apparel.

4.6. We provide a live online calendar on Our Site which shows the availability of the Apparel. You can rent from Us by selecting an Item and making an Order to rent the Item(s) for Your nominated dates by clicking “Add to Cart”.

4.7. By clicking “Add to Cart”, You agree to pay all fees and charges associated with the rental of Apparel. When You place an Order and the Order is accepted, You will receive an acknowledgement e-mail confirming receipt of Your Order. The fees and charges to rent the Apparel will include but are not limited to the rental fee, delivery charges and GST (“Rental Charges”).

4.8. Any additional payment of a monetary amount required to rent the Apparel must be paid using an approved credit card or Afterpay account at the time of booking. We reserve the right to charge a fee for use of certain credit cards.

4.9. If any The Apparel becomes unavailable (due to damage or late return by another Member), We will notify You as soon as reasonably possible. In that event, You can either rent other Apparel or have the debited funds remitted to Your credit card or to Your account (whichever is applicable).

4.10. Despite Our reasonable efforts, prices and/or information for the Apparel may be listed incorrectly. We disclaim any liability for any errors in this regard.

4.11. We reserve the right at any time to cancel the transaction, notwithstanding that Your Order has been confirmed and Your credit card has been charged. In such circumstances, any debited funds will be remitted to Your credit card or to Your account (whichever is applicable).

4.12. We will arrange for the delivery of the Apparel to the Delivery Address. Risk in the Apparel passes to You upon delivery to the Delivery Address and terminates upon receipt of the Apparel from You by Us. All delivery dates and times provided by Us are estimates only. You agree that any delay will not entitle You to terminate the Order and/or to claim for any consequential loss or damage. We may refuse delivery of the Apparel if we reasonably consider the Delivery Address to be too remote or inaccessible.

4.13. You acknowledge and agree:

4.13.1. that You will not rent, loan, charge, sell or otherwise dispose of the Apparel to any other person other than Us at any time during or after the rental period; and

4.13.2. that You will not give control or possession of the Apparel to any other person other than Us at any time during or after the rental period.

4.14. We use a third-party payment processor (“Payment Processor”) to bill You for any Services through a payment account linked to Your Member Account. By choosing to use Services, You agree to pay Us, through the Payment Processor, all charges at the prices as listed for any use of such Services in accordance with the applicable payment terms, and You authorize Us, through the Payment Processor, to charge Your chosen payment method.

4.15. You agree to make payment Using that selected payment method, but if the Payment Processor is not able to charge Your preferred payment method, You authorize Us to use any payment method stored or recorded on Your Member Account or billing account.

4.16. We reserve the right to suspend or cancel a rental order or terminate Your access to the Services in the event that We are unable to successfully charge the provided payment method. We are not responsible for errors by the Payment Processor however We will work with You and the Payment Processor to enable the rectification of errors to occur. If We, through the Payment Processor, do not receive payment from You, You agree to pay all amounts due on Your Member Account upon demand.

5.1. If You choose to Rent the Apparel as a Guest through the Website, you agree that all terms and conditions herein apply to You as if you had created a Member Account.

5.2. In the event that We cannot recover the Apparel or any costs in relation to the Services due and payable, from You for any reason whatsoever, You acknowledge and agree that We can take further legal action against You without further notice.

6.1. When the Apparel is returned damaged or soiled, We may at our sole discretion repair and/or clean the Apparel and charge Your credit card for those repairs and/or cleaning. If We consider the Apparel to be beyond economical repair and/or cleaning, We reserve the right to charge Your credit card for the full replacement value of the Apparel plus an additional amount of up to fifty percent (50%) of the replacement value. The replacement value of the Apparel will be advertised when borrowing, and by accepting these Terms when You place Your order, You agree to pay the replacement value if the Apparel is lost, stolen or damaged beyond economical repair as well as any additional amount up to fifty percent (50%) of the full replacement value as determined by Us in our sole discretion including but not limited to the availability of the Item in the market, the extrapolation of historical costs, adjusting for increases such as inflation, in-house or external cost estimates based on historical data, vendor quotes or other costing;

6.2. You acknowledge and agree that You will not make any alterations or changes to Apparel and We reserve the right to deem the Apparel beyond economical repair and charge You the full replacement value of the Apparel plus an additional amount of up to fifty percent (50%) for breach of this clause. You will be held liable by Us for the Apparel and We reserve the right to charge your Credit card the full replacement value of the Apparel as well as any applicable charges if the Apparel is stolen due to Your breach of clause 13.

6.3. If the Apparel is lost whilst within Your possession or control, You must immediately notify Us in writing. You will accept full responsibility for the replacement of the lost or stolen Apparel. If the Apparel was stolen by way of a criminal act (e.g. theft) We may require you to provide us with evidence in order to disclaim your responsibility. In the event that a police report or other satisfactory evidence is produced, We may (in our absolute and unfettered discretion) choose to waive our right to recover the full replacement value of the Apparel plus and additional fifty percent (50%) from you. If we choose to do this, this does not affect any other rights We have under these Terms, in law or in equity.

6.4. You authorize Us to charge any additional charges to Your credit card if any Apparel is returned late, damaged, lost, soiled, stolen and/or un-returned for the full replacement value of the Apparel, as well as all applicable charges.

6.5. If the Apparel does not accord with Your Order or if it is alleged that the Apparel is defective or damaged, You must notify Us of any claim within four (4) hours after receipt of the Order. Where the Apparel is defective or damaged, We may, at our sole discretion, request for the return of the Apparel and provide You with a credit to the value of the Rental Charges, and/or charge back to Your credit card the amount charged for borrowing, provided always that the Apparel has not been worn, used or soiled or otherwise further damaged.

6.6. In the event We attempt to charge the credit card provided by You for any of the events in this clause 6 and that credit card is declined We will notify You of this attempt via the email address or telephone number provided by You to Us.

6.7. We will attempt to charge the credit card provided by You for any amounts in twenty-four (24) hours’ time from the date We first attempted to charge the credit card and if the same credit card is declined for a second time We reserve the right to determine in Our sole discretion any or all amounts owing by You to Us as a debt.

6.8. We may at our absolute discretion, seek and recover from You and You agree to pay:

6.9. We reserve the right to charge interest on any overdue amounts, calculated at the Reserve Bank Cash Rate, plus 5% accruing daily but compounded monthly from the date the amount is due.

6.10. You agree to pay Us any costs or expenses incurred in collecting or attempting to collect any amounts that are not paid by You when due including debt collectors’ expenses, legal expenses, and solicitors’ fees on a solicitor/client basis.

7.1. If you cancel Your order thirty (30) days or prior to the date on which the hire period commences You will receive a full store credit towards your next order.

7.2. If you cancel Your order between thirty and fifteen (30-15) days prior to the date on which the hire period commences, You will receive a full store credit towards your next order less a fifteen dollar ($15.00) cancellation fee.

7.3. If you cancel Your order less than fifteen (15) days prior to the date on which the hire period commences, you receive a full store credit towards your next order less thirty dollars ($30.00) cancellation fee.

7.4. We will not accept cancellations of orders if they are cancelled after the product has been shipped.

8.1. The Walk-In rental period is four (4) days (the first day being the date of attempted delivery of the Apparel to You). If You choose to keep the Apparel for more than Your rental period, then You will be charged fifty dollars ($50) for every day the Apparel is not returned to Us within the rental period.

8.2. You must ensure that the Apparel is returned to Us:

8.2.1. by the date advised by Us;

8.2.2. in the same condition delivered to You (excluding fair Wear and tear); and

8.2.3. Using the pre-paid return postage envelope or other means provided to You by Us.

8.3. If the Apparel is not returned to Us within sixteen (16) days after the return date, We reserve the right to deem the Apparel as lost or stolen and may charge Your credit card for the full replacement value of the Apparel as well as any applicable charges pursuant to clause 6 of these Terms.

9.1. We retain title in the Apparel however the risk in the Apparel passes to You on delivery at the delivery address specified by You.

9.2. By taking delivery You accept full responsibility for the Apparel.

9.3. Risk in the Apparel will only terminate upon receipt of the Apparel by Us.

9.4. We offer complimentary damage insurance to the value of seventy-five ($75.00) to cover minor damage or staining.

9.5. In the event you wish to purchase additional insurance we offer:

9.5.1. cover for an amount up to one hundred and fifty dollars ($150.00) secured by the payment of and additional ten dollars ($10.00) by you at checkout; and

9.5.2. cover for an amount up to three hundred dollars ($300.00) secured by the payment of an additional ten dollars ($25.00) by you at checkout.

10.1. You acknowledge and agree that:

10.1.1. this agreement constitutes a security agreement for the purposes of the PPSA and creates a registrable security interest under the PPSA in all goods (including the Apparel) (“Goods”) and/or Services supplied (whether now or in the future) by Us to You;

10.1.2. We have the right to register a financing statement under the PPSA with respect to the security interest created by this agreement;

10.1.3. if We register a security interest under the PPSA, We may exercise any or all remedies afforded to Us as a secured party, without prejudice to any other rights or remedies arising out of a breach by You of any agreement with Us; and

10.1.4. the Goods and/or Services supplied (whether now or in the future) by Us to You are collateral for the purposes of the PPSA.

10.2. You waive any right You have under the PPSA to receive notice in relation to registration events.

10.3. To the extent permitted by law, until ownership of the Goods passes (if applicable), You agree with Us that the following sections of the PPSA are excluded from this agreement: sections 95, 96, 118, 121, 129, 130, 132, 135, 137(2), 142 and 143 as amended from time to time.

10.4. Without limiting any other provision contained herein, You waive Your rights to receive from Us each document or notice which under sections 144 and 157 of the PPSA You are permitted to waive, such waiver to be deemed effective at the date hereof and at all times hereafter, including after any event of default by You.

10.5. You agree that where We have rights in addition to those under Part 4 of the PPSA, those rights will continue to apply.

10.6. You will not disclose, nor authorise the disclosure of, any information of the kind described in s275(1) to any person.

10.7. This clause shall survive the termination of the agreement.

11.1. All Apparel is and will at all times remain Our absolute property.

11.2. Notwithstanding clause 1, title in the Apparel will pass to You if You are charged the full replacement value of the Apparel (plus any applicable charges) pursuant to clause 6 and:

11.2.1. You have paid to Us all amounts owing to Us; and

11.2.2. You have met all Your obligations to Us.

11.3. By accepting the Terms when You use the Site and/or Services You acknowledge and agree that in the case of a stolen or lost Item(s) You need to supply Us with proof (to Our reasonable satisfaction) that You do not have the Apparel in Your possession.

11.4. You acknowledge and agree that:

11.4.1. You are only a bailee of the Apparel and must return the Apparel to Us on request;

11.4.2. You hold the benefit of any insurance policies held in Your name for the coverage of theft, loss or damage to personal property, and You holder that insurance on trust for Us and must pay to Us the proceeds of any insurance in the event of the Apparel being lost, damaged or destroyed;

11.4.3. You must not sell, dispose, or otherwise part with possession of the Apparel. If You sell, dispose of or part with possession of the Apparel then You must hold the proceeds of any such act on trust for Us and must pay or deliver the proceeds to Us on demand; and

11.4.4. We may commence proceedings to recover the price of the Apparel sold notwithstanding that ownership of the Apparel has not passed to You.

11.5. Notwithstanding anything in this clause 11, title in the Apparel for any sale items listed on the Site will pass to You upon receipt by Us of payment of the advertised sale price.

12.1. By accepting these Terms when You use the Site and/ or Services You acknowledge and agree You shall inspect the Apparel on delivery and shall within four (4) hours of receipt of the Apparel notify Us by phone or email of any alleged defect in relation to the Apparel or the Order including but not limited damage to Apparel, shortage in quantity or failure to comply with what was ordered.

12.2. If You do not notify Us within this time period, We are entitled to assume that the Apparel collected or received was in good order and condition.

12.3. To the extent permitted by law, We exclude all guarantees and warranties in relation to the Apparel, the Site and the Service. We makes no warranties or other representations under these Terms including but not limited to the quality or suitability of the Apparel for Your purpose.

12.4. Where Our warranties cannot be excluded (“non-excludable warranties”) including under the Australian Consumer Law (“ACL”), Our liability in respect of these warranties is limited to the fullest extent permitted by law.

12.5. You agree that if We are prohibited by law from excluding all or any implied warranties and conditions, or from limiting Our liability, then Our liability will be limited to resupplying the goods and Services again, or paying for the supply of equivalent goods or Services (from another supplier), at Our sole discretion.

12.6. If We are required to replace the Apparel under this clause or the ACL, but are unable to do so, we may refund any money You have paid in Rental Charges for the Apparel.

12.7. Subject to this clause 12, returns will only be accepted provided that:

12.7.1. You have complied with the provisions of clause 12.1

12.7.2. We have agreed that the one or more items of Apparel You have hired from Us are defective;

12.7.3. the Apparel are returned within a reasonable time; and

12.7.4. the Apparel is returned in the same condition to that in which it was delivered.

12.8. Subject to the ACL and this clause 12, We shall not be liable for any defect or damage which may be caused or partly caused by or arise as a result of:

12.8.1. You failing to properly maintain or store any Apparel;

12.8.2. You continued the Use of any Apparel after any defect became apparent or should have become apparent to a reasonably prudent User; and

12.8.3. fair wear and tear, any accident or Force Majeure event as described in clause 19.

13.1. By creating Member Content You acknowledge and agree that:

13.2. You grant Us a perpetual, irrecoverable, royalty free, transferable right and license to use, copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from and/or sell and/or distribute such content and/or incorporate such content into any form, medium or technology throughout the world without compensation to You; and

13.3. all Member Content may be used at Our sole discretion.

13.4. We reserve our right to change, condense or delete any content on the Site that We deems in our sole discretion, to violate the content guidelines or any other provision of these Terms.

13.5. We do not guarantee that You will have any recourse through Us to edit or delete any content You have submitted. Ratings, reviews and written comments are generally moderated and published within two to four business days or as otherwise determined by Us in Our sole discretion.

13.6. We reserve the right to remove or to refuse any post or submission for any reason.

13.7. You acknowledge that You, not Us, are responsible for the contents of Your submission.

13.8. None of the content that You submit shall be subject to any obligation of confidence on the part of We, its agents, subsidiaries, affiliates, partners or third-party service providers and their respective directors, officers and employees.

13.9. By submitting Member Content, You represent and warrant that:

13.9.1. You are the sole author and owner of the intellectual property rights thereto;

13.9.2. all moral rights that You may have in such content have been voluntarily waived by You;

13.9.3. all Member Content is accurate; and

13.9.4. Use of Member Content does not violate these terms and will not cause injury to any person or entity.

13.10. You further agree and warrant that You shall not submit any Member Content:

13.10.1. that is known by You to be false, inaccurate or misleading;

13.10.2. that infringes any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

13.10.3. that violates any law, statute, ordinance or regulation including but not limited to those governing export control, consumer protection unfair competition; anti-discrimination or false advertising;

13.10.4. that is or may reasonable be considered to be defamatory, libellous, hateful, racially or religiously biased or offensive, unlawfully threatening or unlawfully harassing to any individual, partnership or corporation;

13.10.5. for which You were compensated by or granted consideration by any third party;

13.10.6. that includes any information that references other websites, addresses, contact information or phone numbers;

13.10.7. that contains any computer viruses, worms or other potentially damaging computer programs or files; and

13.10.8. that interferes with or damages Our Site or Services including, without limitation, through the use of cancel bots, Trojan horses, harmful code, flood pings, denial-of-service attacks, packet or IP spoofing, forged routing or electronic mail address information or similar methods or technology.

13.11. For the avoidance of doubt, Member Content extends to content supplied by influencers (whether on social media or some other format) regardless of whether they are Members or not.

13.12. You agree to indemnify and hold Us (and Our its officers, directors, agents, subsidiaries, joint venturers, employees and third party service providers), harmless from all claims, demands and damaged (actual and consequential) of every kind and nature known and unknown including reasonable solicitor fees arising out of a breach of Your representations and warranties set out above or Your violation of any law or the rights of a third party.

Certain content, products and services available on the Site may include materials from third parties. Third party links on the Site may direct You to third party websites that are not affiliated with Us. We are not responsible for examining or evaluating the content or accuracy and We do not warrant and will not have any liability or responsibility for any third-party materials or websites or for any other materials, products, or services of third parties. You further understand that third party websites are not endorsed, reviewed, controlled, or examined by We in any way. You acknowledge that the inclusion of links in the Site is not intended as an endorsement or recommendation of any linked website or content of such website. We are not liable for any harm or damages related to the hire or Use of goods, resources, content, or any other transactions made in connection with any third-party website. Please review carefully the third party’s policies, terms and conditions and make sure that You understand them before You engage in any transaction.

15.1. Your submission of personal information through the Site is governed by Our Privacy Policy.

15.2. You agree to Us giving information about You to any person, including any of Our agents or contractors for the purpose of service provision and management and marketing (direct and other kinds), planning, risk assessment, product development and research purposes.

15.3. You acknowledge that this information may include details in these Terms, personally identifiable information, other information that may identify You (including alias), Your Account, details of Your use of the Site and Services and details of Your credit worthiness, credit history and credit capacity.

15.4. You acknowledge that this information about You including personal information and information provided during registration of Your Account and other personal information to designers and other parties from whom You have ordered garments or services and We may also provide designers with historical records of orders You have made with them.

15.5. You acknowledge and agree that personal credit information provided may be Used and retained by Us for the following purposes (and for other purposes as shall be agreed between the You and Us or required by law from time to time):

15.5.1. the provision of Apparel on hire;

15.5.2. analyzing, verifying and/or checking Your credit, payment and/or status in relation to the provision of Apparel on hire;

15.5.3. processing of any payment instructions, direct debit facilities and/or credit facilities requested by the User; and

15.5.4. enabling the daily operation of Your Account and/or the collection of amounts outstanding in the Your Account in relation to the hire of the Apparel.

16.1. We provide Our Website and Our Services on the Website or otherwise on an “as is” basis, and without any warranty or condition, express or implied.

16.2. To the fullest extent permitted by law, We specifically disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose.

16.3. We do not warrant that the functions and content available on the Site will be uninterrupted or error-free, or that defects will be corrected, or that this Website or the Server that makes it available are free of viruses or other harmful components.

16.4. We do not warrant or make any representation regarding the Use of the Site, the Services or the Apparel will be true to size, or fit as may otherwise be advertised. We will take all reasonable steps to describe the Apparel on the Site based on the description from our suppliers and reviews regarding fit and comfort from our other customers.

17.1. You agree that You shall indemnify and keep Us (including Our officers, employees, agents, contractors, directors, representative and permitted assigns) indemnified on a full indemnity basis (“Those Indemnified”) from and against any costs, expenses, losses, liability or damages (actual, special or consequential) of every kind and nature, known and unknown, including legal fees (on a solicitor and own client basis) howsoever arising, as a result of or in connection with:

17.1.1. Your Use of the Site and/or Services;

17.1.2. Your Use of the Apparel;

17.1.3. Any failure by You to adhere to these Terms;

17.1.4. Your failure to provide all required information or to answer all questions completely and/or accurately;

17.1.5. Your alteration or modification of the Apparel after they have been provided to You; or

17.1.6. Your breach of these Terms in any other way.

18.1. To the fullest extent permitted by law, in no event shall We, Our affiliates or related entities be liable for lost profits or any special, incidental or consequential damages arising out of or in connection with the Site, Services or Apparel (howsoever arising, including negligence).

18.2. You agree to accept sole responsibility for the legality of Your actions under the laws which apply to You.

18.3. Where liability arises as a result of Our negligent acts or omissions, You agree that:

18.3.1. Our liability to You (if any) for any matter relating to the subject matter of these Terms will not exceed the cost to You for the particular transaction which has caused You the loss or damage;

18.3.2. We are not responsible in any way for any liability, loss, damage or expense that arises directly or indirectly from a problem that occurs by any virus infecting Our Website and/or Services provided by the Website; and

18.3.3. notwithstanding the above provisions, nothing in these Terms are intended to limit or exclude any liability on Our part where and to the extent that applicable laws prohibit such exclusion limitation including those within the Competition and Consumer Act, 2010 (Cth) and relevant State Fair Trading Legislation.

Neither party will be liable for the costs or expenses arising from any failure or delay in the performance of this Agreement that is due and attributable to causes beyond the control of either party, including but not limited to acts of God, weather, war, civil unrest, strikes, lockouts, destruction of production facilities, riots, insurrection, terrorist attacks, government regulatory actions, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event, provided that the party has used commercially reasonable efforts to mitigate the effects of the cause.  We will not be liable for any delays in the normal production or interruption in the workflow process caused by changes to the specifications.

These Terms may be modified or amended by Us at Our sole discretion at any time for any reason whatsoever. We will notify You in writing prior to Our new Terms taking effect.

Any notice or communication under these Terms must be in writing by return receipt requested email, sent via personal delivery, or registered mail to the address stated above, or to another address as notified in writing from one Party to the other Party.

You agree that Your rights and obligations under these Terms may not be transferred or assigned without the prior written consent of Us.

These Terms shall be binding and inure to the benefit of the parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.

These Terms will be governed by and constructed in accordance with the laws of the State of Victoria.

In the event that any of the provisions of these Terms are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of these Terms.

The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of these Terms.

These Terms contains the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements.