The following terms and conditions govern all use of Gate2Chain Ltd.’s content, services and products available at or through the website [www.tracestamp.com] (henceforth the "Website"). The Website is owned and operated by Gate2Chain Ltd., a company incorporated in the United Kingdom under registration number 12326735 with its registered office address at Studio 133 Canalot Studios 222 Kensal Road, W10 5BN, London (henceforth "G2C", "We" or "Us"). These terms and conditions constitute a binding agreement (henceforth "Agreement") between you (henceforth "You") and Us (each party may henceforth also be referred to as"Party" or together the"Parties").
Please read the Agreement carefully before accessing or using the Website or any products or services offered through the Website. By accessing or using any part of the Website, You agree to become bound by the Agreement. If You do not agree to all the terms and conditions of the Agreement, then You may not access the Website nor use any of the products or services offered hereunder. The Website is available only to individuals who are at least 18 years old.
1. ABOUT US
We provide software platforms and systems, some of our solutions use blockchain technology (distributed digital ledger). We provides new business model design as well as offering software as a Service (SaaS) and technology as a service (TaaS) in order to create and operate new products. Over our Website, We offer a software Trace ("Trace") a platform. Trace, can be utilized to issue and manage certificates or digital product passports (dpp). We are willing to grant You a right of access to and to use Trace over the Website and to provide further, related services under the terms and conditions set forth in the Agreement.
2. DEFINITIONS
In addition to any other definitions set forth above or below in this Agreement, or except as expressly provided otherwise in this Agreement, the following words shall have the following meaning:
a) "Agreement" means these terms and conditions;
b) "Confidential Information" means any information or data that is not readily available in the public domain provided by one Party to the other Party, including any information regarding to its activities, finances, commercial strategies, trade secrets, documents, source codes, business plans, databases, statistical information, algorithms, Technology, reports, memoranda, know-how or technology, whether or not marked "Confidential". Confidential Information may be communicated in writing, orally or electronically;
c) "Documentation" means the documentation for Trace as set forth in further detail in the documentation inside the Trace platform (API documented in a Swagger).
d) "Intellectual Property Rights" means and an all intellectual property rights wherever in the world, whether registrable or not registrable, registered or unregistered, including any application or right of application for such rights, including: authors’ rights, copyrights, where software copyrights are concerned both the source code version as well as the object code version, related rights, database rights, designs, trade secrets, know-how, algorithms, business names, trade names, trademarks, goodwill, service marks, passing off rights, unfair competition rights, utility, patents, utility models, semi-conductor topography rights, domain names, and any rights in any of the foregoing;
e) "Know How" shall mean any and all technical data, information, materials, trade secrets, technology, formulas, processes, and ideas, in any form in which the foregoing may exist;
f) "API" means the software API ("Library") along with a range of features used to build integrations with existing softwares developed by Licensor;
g) " Fee" means the amount(s) that the Parties have agreed in the present terms and conditions be payable by You to Us in respect of this Agreement as further specified in Section 7.
h) “Digital Asset” means a digital representation in the blockchain of any type of asset formalized and executed through a smart contract.
3. SERVICE DESCRIPTION
This Agreement governs your access to and use of a platform specifically designed for the immutable registration of data and timestamping services. The platform allows you to securely upload various types of content, including but not limited to, events, documents, files, and certificates. You are also empowered to share this uploaded information with individuals or entities of your choosing.
It is imperative to understand that any data or content you upload to and register on-chain on this platform will become a permanent part of the network. Once submitted, this information cannot be altered, modified, or deleted. This feature ensures the integrity and permanence of the data, making it a reliable source for preserving information over time.
By registering for and using this service, you expressly acknowledge and agree to the immutable nature of all on-chain interactions with the platform. You understand that all data once entered into the on-chain system is unchangeable and irrevocable. The platform guarantees that once information is registered, it will remain intact and unchanged for the duration of its existence on the network.
This service is ideal for individuals seeking a secure method to record and preserve digital data that needs to remain unchanged and verifiable, which could include legal documents, transaction records, intellectual property registrations, or any other data that benefits from secure, timestamped immutability.
You are responsible for ensuring that all information you upload to the platform is accurate, legally permissible, and does not violate any applicable laws or rights of third parties. Your decision to use this service constitutes a binding agreement to these terms and an understanding of the permanent nature of data uploaded to the platform.
Wallet Ownership and Management
As part of the services provided under this Agreement, you will retain ownership of your digital wallet. Nevertheless, during the term of this Agreement, you grant G2C a temporary assignment of the management rights over the wallet. This temporary assignment is crucial for enabling G2C to perform the necessary functions associated with the services outlined in this Agreement.
You expressly agree to this temporary management assignment by G2C. The assignment is intended to facilitate the effective management and operation of your wallet in alignment with the services provided. During this period, G2C manage is essential for the services rendered and will do so in a manner that is consistent with the highest standards of security and compliance with applicable laws.
Upon the termination or expiration of this Agreement, the temporary assignment of the management rights over your wallet will immediately cease. At this point, you will assume full and sole responsibility for the management of your wallet. G2C will assist in the transition of the management responsibilities back to you. It is your responsibility to take all necessary steps to secure your wallet upon re-assuming its management.
By accepting the terms of this Agreement, you acknowledge and accept that the temporary management assignment is conducted under strict adherence to the agreed-upon terms and that you are fully aware of the implications of re-assuming management responsibilities at the end of the Agreement.
4. YOUR USER ACCOUNT
4.1 In order to enjoy access to and all benefits of the Website and Trace, You must open an own user account. If You create a user account, You are responsible for maintaining the security of your account and are responsible for all activities that occur under your account. You agree to provide accurate, complete, and current information about yourself as prompted by the registration process and to update such information to keep it accurate, complete, and current.
4.2 Should You gain notice of any unauthorized use of your account or other breaches of security, You must inform us immediately. You acknowledge and agree that We are not responsible or liable for any damages caused by your acts or omissions to safeguard your user account. You agree to indemnify and hold us harmless for any unauthorized use of your account or other breaches of security, whether known or unknown to You.
4.3 We reserve the right, in our sole discretion, to suspend, restrict or terminate access to the Website and Trace for any user account that We reasonably believe to be compromised, insecure, or misused. We shall have no liability for any loss or damage arising from such suspension, restriction, or termination of access.
4.4 You acknowledge that We may collect and use certain information about You and your use of the Website and Trace, in accordance with our Privacy Policy. You agree to provide accurate and complete information and to keep such information updated to the extent necessary for Us to provide the services offered through the Website and Trace.
4.5 You agree that We may use technical measures to detect and prevent unauthorized access or use of the Website and Trace. You also acknowledge and agree that We may access, preserve, and disclose your account information and any other information if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or to protect our rights or property, or the rights or property of our users or the public.
4.6 By creating a user account, You acknowledge that You have read, understood, and agree to be bound by these Terms and Conditions and our Privacy Policy.
4. GRANT OF ACCESS AND RIGHT TO USE
4.1 We grant You a non-exclusive, non-transferable, revocable right to access and use Trace platform and developer tools by APIs (including all software features and any Intellectual Property Rights contained therein) through the control panel for the purposes of developing your own integrations and using them in your own (or other third party) offerings.
4.2 You may not assign or transfer the license granted to You under this agreement, in whole or in part, without our prior written consent. Any attempt to do so without our consent will be null and void.
4.3 The license granted under this agreement is valid for worldwide use, unless otherwise agreed in writing.
4.4 You are free to use Trace for the development of your own integrations. Trace is property of G2C, and it shall remain open to use by all participants and developers active on our Website.
4.5 You may not use Trace or developer tools for any illegal or unauthorized purpose. You must comply with all applicable laws, rules, and regulations in Your use of Trace and developer tools, including but not limited to laws governing intellectual property and data protection.
4.6 You acknowledge that Trace and developer tools are provided "as is" and without warranty of any kind. We do not guarantee that Trace or developer tools will be uninterrupted or error-free, and We are not responsible for any errors or interruptions in Your use of Trace or developer tools.
4.7 We reserve the right to modify, suspend, or discontinue Trace or developer tools at any time without notice or liability to You.
4.8 You are solely responsible for the use of Trace and developer tools and for any content, data, or other information that You upload or otherwise provide to Trace or developer tools. We do not control the content, data, or other information that You upload or otherwise provide, and We are not responsible for any errors or omissions in such content, data, or other information.
4.9 You acknowledge and agree that We may use Your name and logo in connection with the promotion and marketing of Trace and developer tools.
5. LIBRARY/API USAGE: INTEGRATIONS FOR YOUR APPLICATIONS
5.1 When using the Library as a basis to integrate your own applications, websites, or other platforms, you must ensure that your use of the Library complies with the terms of the license under which Trace is made available. You may need to attribute and provide notice of any modifications or adaptations you make to it.
5.2 You are responsible for ensuring that your applications, websites, or other platforms that use Trace do not infringe on the intellectual property rights of others, including but not limited to copyright, patent, and trademark rights. You should also consider any potential privacy and security risks associated with your use of the Library and take appropriate measures to address them.
5.3 You should not use Trace in any way that could be harmful, offensive, or illegal, including but not limited to using Trace to create applications or platforms that facilitate discrimination, harassment, or other harmful behaviors. It is your responsibility to ensure that your use of Trace is ethical and in compliance with applicable laws and regulations.
6. IMPLEMENTATION
6.1 The implementation of Trace in your applications, websites, or other platforms may require additional services beyond the instructions provided on our website and support feeds. If this is the case, implementation services can be agreed upon between you and us, the Licensor.
6.2 These implementation services may include but are not limited to assistance with installation, configuration and integration of Trace into your existing systems. The specific details of these implementation services will be determined on a case-by-case basis and may require the Parties to enter into a separate implementation service order.
6.3 It is important to note that any additional implementation services agreed upon between the Parties will be subject to separate terms and conditions. These terms and conditions will outline the scope of the implementation services, the timeframe for completion, and any associated fees or costs.
6.4 t is your responsibility to ensure that you have the necessary technical expertise and resources to integrate Trace in your applications, websites, or other platforms. While we may provide support and guidance, we cannot guarantee that the implementation will be successful or that it will meet your specific needs or requirements.
6.5 The implementation or integration of Trace may require additional services beyond the instructions provided on our website and support feeds. If this is the case, the Parties may enter into a separate implementation service order, which will be subject to separate terms and conditions.
7. SUPPORT
7.1 As the Licensor, we provide basic self-service support to help you resolve general issues related to your account and use of Trace. This support may include resources and documentation made available through the current online-support pages, API section, updates/feeds, and other pages on our website.
7.2 If you have any questions or need further assistance after reviewing the provided resources, you may contact us for support. However, please note that any additional support beyond the basic self-service support will only be provided if we agree to it in a separate agreement.
7.3 It is important to understand that you are solely responsible for providing support to your customers regarding product or service delivery, support, returns, refunds, and any other issues related to your products and/or services or other business activities. We are not responsible for providing support to your customers unless we agree to do so in a separate agreement.
7.4 Any support we provide is subject to our support policies and procedures, which we may update or modify from time to time at our sole discretion. We reserve the right to refuse or terminate support if we determine that your use of Trace violates the terms of this agreement or applicable laws and regulations.
7.5 We provide basic self-service support for issues related to your account and use of Trace. Any additional support beyond this basic support will only be provided if we agree to it in a separate agreement. You are responsible for providing support to your customers, and we are not responsible for providing support to your customers unless we agree to do so in a separate agreement.
8. FEES
8.1 You shall pay a setup fee and a monthly fee for the grant of access to and right to use Trace and basic support based on the following terms:
8.2 The pricing model is based on level of usage and limits, that is, the user will pay a setup fee and a monthly fee and will have the right to use Trace paying the basic fee until exceeding any of the limits described below. Once the limits are exceeded G2C will increase the monthly fees according to the case of each customer, depending on configurations and level of usage.
8.3 In the event that the user exceeds the limit of the basic fee, shall contract the increase of the limits and it will increase the monthly fee. In the event that at the end of the month the new contracted limit has not been reached, the client will not be entitled to claim any refund.
8.4 This fees include:
- Miner fees
- Software and platform right of Access and use according to your contacted limits
- Documentation, resources and support as described in the present terms
8.5 You shall pre-pay the monthly fee in advance via Credit Card or other suitable online payment system designated by Us. Pre-payments are required before gaining access to and using Trace and non-refundable. We are entitled to suspend your access to the Website and Trace, if your monthly fee cannot be charged/processed by us until the monthly fee is wired to our account.
8.6 In the event that the user extends the limits having a previous paid plan, a new monthly fee will be generated, making the amount paid for the previous plan non-refundable.
8.7 Should the parties agree on implementation project services in a separate agreement the fees established therein shall govern.
9. TRANSACTION PROCESSING FEES
9.1 In order to process transactions on the blockchain, a processing fee for both, the issuance and transaction of digital assets, will be required. This fees will be calculated based on the current market rates at the time of the transaction and will be assumed by G2C, without any cost to the user.
a) Miners Fee: The processing fee covers the cost of validating and recording the transaction on the blockchain, as well as the ongoing maintenance and development of the network.
Any miner fees associated with the transaction will be assumed by G2C and will not affect the user. These fees are charged by the miners who validate and confirm transactions on the blockchain, and are necessary to ensure the security and integrity of the network.
b) Deposit for the issuance of digital assets or tokens: To create digital assets, the network requires a deposit which will be provided by G2C. Once the token is burned, the deposit must automatically be returned to G2C who will be in any case the sole owner of said deposit. In that sense, the User expressly assumes and accepts that in no case will he have any right over the deposit made by G2C.
You may have a maximum of 10.000 tokens issued, if You want to issue new tokens having reached the maximum allowed, You must burn a token already issued for each new one You wish to issue or contract new limits as set out in clause 9.3
9.2 By agreeing to use Trace and process transactions on the blockchain, the user acknowledges and accepts the terms of transaction processing fees and deposit requirements.
9.3 G2C reserves the right to change at its sole discretion the terms of this clause, although any changes will be communicated to the user.
10. YOUR RESPONSIBILITIES
10.1 As the user of Trace, if you post material onto your website, applications, or platform, or within your system environment, or place links or otherwise make content available, you are entirely responsible for the content of such material and any potential harm or damages resulting from it.
10.2 By making content available, you represent and warrant that such content is not in any way harmful, false, pornographic, threatening, or incites violence, and does not violate the privacy rights of any third party or public policy. It is important to note that we are not responsible for any of your content posted and are entitled to suspend your access to the Website and Trace if we find, in our discretion, that your content is harmful.
10.3 You shall indemnify and hold us harmless from any and all third-party claims raised against us based on an alleged harmful content posted by you, including damages and costs (and reasonable attorneys' fees). This means that if someone raises a claim against us because of your content, you agree to defend us and pay for any damages or costs we incur as a result of such claim.
10.4 It is important to ensure that any content you post using Trace complies with all applicable laws and regulations, including intellectual property laws, and does not infringe upon the rights of any third parties. You are solely responsible for ensuring that your content is lawful and does not violate the rights of others.
10.5 As the user of Trace, you are responsible for any content you post using the platform and any potential harm or damages resulting from it. You represent and warrant that your content is not harmful and does not violate the privacy rights of any third party or public policy. You shall indemnify and hold us harmless from any third-party claims raised against us based on your harmful content, including damages and costs (and reasonable attorneys' fees).
11. WARRANTIES
11.1 As the owner of Trace, we represent and warrant that we own all the Intellectual Property Rights embodied in Trace and have the right to grant access and use of Trace under this Agreement. We also represent and warrant that the Intellectual Property Rights embodied in Trace do not infringe upon any third-party rights in your jurisdiction.
In other words, we guarantee that we have the legal authority to allow you to use the platform and that Trace does not violate any third-party rights in your jurisdiction. We take our responsibility seriously and have taken steps to ensure that Trace is free of any legal obstacles that could affect your use of it.
11.2 It is important to note that we cannot guarantee that Trace will always be free of errors or that it will meet all of your requirements. It is your responsibility to ensure that Trace is suitable for your specific purposes before you begin to use it.
11.3 we warrant that we are the owner of the Intellectual Property Rights embodied in Trace and that we have the right to grant access and use of Trace under this Agreement. We also warrant that Trace does not infringe any third-party rights in your jurisdiction. However, we cannot guarantee that Trace will always be free of errors or meet all of your requirements.
12. INTELLECTUAL PROPERTY
12.1 Ownership of Platform and Technology:
Trace, including all associated software, code, algorithms, databases, and any related intellectual property rights, is and shall remain the exclusive property of G2C.
Users acknowledge and agree that the platform is protected by copyright, trademark, patent, trade secret, and other laws. Any unauthorized use, reproduction, or distribution of the platform or its components is strictly prohibited.
Nothing in these terms and conditions shall be construed as granting users any rights to use, modify, reproduce, distribute, or create derivative works based on the platform, except as expressly authorized by G2C.
12.2 User-Generated Content:
Users may contribute content, including data and information, to the platform ("User-Generated Content").
Users represent and warrant that they have the necessary rights and permissions to submit User-Generated Content and that such content does not infringe upon the intellectual property or other rights of any third party.
12.3 Blockchain Technology:
The blockchain technology utilized by the platform, including any enhancements, modifications, or developments thereof, is proprietary/licensee to G2C.
Users shall not attempt to reverse engineer, decompile, disassemble, or otherwise derive the source code or underlying technology of the platform or any part thereof.
G2C may, at its sole discretion, make available certain aspects of the blockchain technology for public use, subject to separate terms and conditions governing such use.
12.4 Trademarks:
G2C's names, logos, and any other trademarks or service marks used in connection with the platform are the exclusive property of G2C.
Users shall not use, copy, imitate, or modify the trademarks without the prior written consent of G2C.
Any use of G2C's trademarks in connection with products or services that are not provided by G2C is strictly prohibited and may constitute trademark infringement.
12.5 Third-Party Intellectual Property:
Users shall respect the intellectual property rights of third parties when using the platform.
G2C is not responsible for any infringement or violation of third-party intellectual property rights by users.
G2C may, at its discretion, implement mechanisms to address and remedy claims of intellectual property infringement, including the removal of infringing content or suspension of user accounts.
12.6 Updates and Modifications:
G2C reserves the right to update, modify, or enhance the platform, including its intellectual property, at its sole discretion.
Users acknowledge that continued use of the platform after any updates or modifications constitutes acceptance of the revised terms.
By accessing and using the platform, users expressly acknowledge and agree to abide by the terms of this Intellectual Property Clause.
13.7 The provisions of this Clause 13 shall remain operative and in full force and effect regardless of the expiration or termination of this Agreement.
13.DEFENSE OF INTELLECTUAL PROPERTY RIGHTS
13.1 As the owner of Trace, we take the protection of our Intellectual Property Rights very seriously. We expect you to do the same and notify us immediately if you become aware of any violations of the Intellectual Property Rights in Trace specified in conducted by third parties.
13.2 In the event of such a violation, we are not obligated to take action against the offender. However, we will enable you to take legal action against the offender at your own expense by granting you authorization to sue, if required and possible under applicable law. We will also provide you with all the necessary information and support to help you pursue legal action against the offender.
13.3 It is important to note that you will bear the cost of any legal proceedings against the offender. However, we will provide all reasonable assistance to ensure that your legal action is successful.
13.4 if you become aware of any violations of the Intellectual Property Rights in Trace conducted by third parties, you must notify us immediately. While we are not obligated to take action against the offender, we may enable you to take legal action against them and provide all necessary information and support. However, you will bear the cost of any legal proceedings against the offender.
14. LIMITATION OF LIABILITY
14. 1 We take our obligations under this Agreement seriously and will use our best efforts to ensure that Trace operates as described on our Website. However, to the fullest extent permitted by applicable law, we exclude all liability for any damages or losses arising out of or in connection with your use of Trace, whether such damages or losses are direct, indirect, incidental, consequential, special, punitive, or exemplary, and whether or not we have been advised of the possibility of such damages or losses.
14.2 It is important to note that our exclusion of liability does not apply in cases of willful intent or gross negligence on our part. In such cases, we will be liable for damages caused by such willful intent or gross negligence.
14.3 In any event, our liability shall be limited to the amount of the fees paid by you to us under this Agreement.
14.4 You acknowledge and agree that the limitations and exclusions of liability set forth in this Clause are reasonable and reflect a fair allocation of risk between you and us.
14.5 We exclude all liability for any damages or losses arising out of or in connection with your use of Trace, except in cases of willful intent or gross negligence on our part. In any event, our liability is limited to the amount of the fees paid by you to us under this Agreement.
15. CONFIDENTIALITY
15.1 Subject to the aforementioned provisions, the Parties shall: (i) keep all Confidential Information confidential at all times; (ii) not use any Confidential Information other than for the purposes contemplated by this Agreement; (iii) not copy or disseminate any Confidential Information of the other Party; and (iv) not publish, disclose or divulge any Confidential Information to any third party other than the Party’s employees and professional advisors who have a reasonable need to know or access such information.
15.2 For the purpose of this Agreement, Confidential Information shall be deemed to exclude information which a Party can demonstrate by documentary evidence: (i) is, or becomes, readily available in the public domain other than as the result of the violation of this Agreement or other act or omission by such Party; (ii) was lawfully known to such Party without restriction on use or disclosure at the time of disclosure hereunder; (iii) is hereafter lawfully received by such Party from a third party authorized to make such disclosure and without restriction on use or disclosure; (iv) is approved for release by prior written consent from the disclosing Party; or (v) is required to be disclosed by law, a court order or competent government authority, provided that in such case the receiving Party shall promptly inform the disclosing Party of such requirement of disclosure prior to the disclosure such that the disclosing Party has an opportunity to object to the production or disclosure through seeking a protective order.
15.3 The confidentiality obligations contained in this Section 10 shall remain effective until five (5) years after the termination of this Agreement.
16. DATA PROTECTION
You are responsible for compliance with any data protection laws applicable to your blockchain-related business resp. towards your own customers and their rights under applicable data protection laws. You hereby represent and warrant that your data processing activities are in compliance with applicable data protection law sand that You have provided all the necessary information or received all necessary consents from your customers (if required by law). You shall indemnify Us and hold Us harmless in the event of any third party claims raised against Us based on an alleged infringement of data privacy laws in particular damages, disbursements (incl. reasonable attorneys' fees). If and to the extent necessary (e.g. if We are to gain access to personal data of You or your customers for specific project services or maintenance and support services separately agreed), We will enter into a Data Processing Agreement (DPA) in line with applicable England and Wales legislation.
15. TERM AND TERMINATION
15.1 This Agreement shall enter into force immediately upon signing by the Parties and remain valid for an initial term of one (1) year. Hereafter, the Agreement shall automatically extend for the same period each year.
15.2 In any case, each Party may terminate the Agreement for convenience with a prior written notice of 2 (two) days.
15.4 This Agreement shall automatically terminate with immediate effect if either Party is declared bankrupt, becomes insolvent or enters into composition procedures.
15.5 Upon termination of the Agreement, the right of access to and to use Trace granted in this Agreement shall cease to apply. We are not responsible for the migration of your website, applications and/or platform to any other provider and interoperability with the other provider's systems.
18.5 For the purpose of clarification, it is affirmed that upon the termination of this Agreement, the Provider will facilitate the stored data to the Client specifically for migration purposes. It is important to note that under no circumstances will G2C be involved in any tasks beyond the provision of the data generated by You. The scope of G2C's responsibilities is strictly limited to ensuring the availability and transferability of the data, with no additional obligations or tasks beyond this defined scope.
16. CHANGES
We reserve the right, at our sole discretion, to change any part of this Agreement. In any such event, We will notify You that our terms and conditions have been updated. Should You continue to use the Website and/or Trace or should We not receive a reply from You within ten (10) working days, this will be deemed an acceptance of our new terms and conditions. Should You not agree with our new terms and conditions within the mentioned timeframe, then You are entitled to terminate this Agreement as per the new terms and conditions come into effect. For the avoidance of doubt, We remain free at any time to change, improve, update any technical features of our Website and/or Trace without your consent.
17. GOVERNING LAW AND JURISDICTION
17.1 This Agreement shall in all respects be governed by and construed in accordance with the substantive laws of England and Wales without any reference to its conflict of laws provisions. The provisions of the United Nation Convention on Contracts for the International Sale of Goods (CISG) shall not apply.
17.2 Any disputes arising out of or in connection with this Agreement shall be submitted to the exclusive jurisdiction of the courts of the city of London.
18. MISCELLANEOUS
18.1 The Parties are independent contractors. Consequently, the provisions of this Agreement shall not, under any circumstances, be interpreted as creating any joint venture, association or partnership between the Parties. Neither Party may bind the other in any manner what so ever or in favour of anyone whomsoever, except in accordance with this Agreement.
18.2 The failure of any of the Parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights, or in any way affect the validity of this Agreement. The waiver of any breach of this this Agreement by any Party hereto shall not operate to be construed as a waiver of any prior, concurrent or subsequent breach of the same and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving Party.
18.3 If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.
18.4 This Agreement and any documents referred to in this Agreement shall constitute the entire agreement between the Parties in relation to the subject matter hereof and supersede all previous agreements, arrangements and understandings between the Parties in respect hereto.
