These Terms set out the terms on which 1-Stop agrees to provide you with access to the Site and any of the Apps.
1. Definitions and Interpretation
In these Terms, unless the context otherwise requires:
“1-Stop”, “us” and “we” means 1-Stop Connections Pty Ltd ABN 58 102 573 544.
“Apps” has the meaning given to it in clause 2.1.
“Channel Partner” has the meaning given to it in clause 5.1.
“Customer” means the Channel Partner’s end customer named in any order form or agreement entered into between 1-Stop and the Channel Partner.
“Excluded Loss” means indirect, punitive, incidental, special, or consequential damages and any damages whatsoever for loss of profits, loss of use, injury, damage, destruction, or loss to goods or any other property (including data), the miss-delivery or non-delivery of goods arising out of or in any way connected to the use of performance of the Site and/or any of the Apps including for the delay or inability to use the Site or any of the Apps or related any services information, software, products or services.
“Force Majeure Event” means any reason or cause beyond a party’s reasonable control affecting the performance of that party’s obligations under these Terms, including any cause arising from or attributable to acts of God, strike, lockouts, labour disputes, restrictive governmental orders or decrees, pandemics, riots, insurrections, war, terrorists acts, or the inability of a party to obtain any required labour, at prices and on terms deemed by a party to be reasonably practicable.
“Information” means data received by 1-Stop or the Channel Partner from the principal container terminals in Australia, which includes vessel schedules, delivery schedules cargo cut-off times, cargo availability times, storage start the day, and container movement information.
“Integrating” means including the Information within and as part of the Channel Partner’s software product.
“Non-Excludable Clauses” has the meaning given to that term in clause 12.4.
“Other Sites” has the meaning given to it in clause 2.3(a).
“PRA” means Pre Receivable Advice.
“Site” has the meaning given to it in clause 2.1.
“Terms” means these terms and conditions.
“You”, “your” or “user” refers to yourself individually, whether as an individual user or a company together with your respective related bodies corporate, all your officers, employees, contractors agents and representatives, and those of your related bodies corporate that you allow or provide access to the Site or any of the Apps.
“Third-party” means individuals or organisations other than the customers of the Channel Partner.
In these Terms, unless the context otherwise requires:
(a) headings are for convenience only and will not in any way affect the interpretation;
(b) the words “include”, “includes” and “including” are not words of limitation;
(c) a reference to:
(i) legislation or a code is to that legislation or code as amended, re-enacted, replaced, and includes any subordinate legislation issued under it;
(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;
(iii) a party to this document or to any other document or agreement includes a party’s executors, administrators, successors, and permitted assigns, including persons taking by way of novation; and
(iv) a singular word includes the plural and vice versa.
2. Provision of Site and Applications
(a) 1-Stop owns and operates the 1-stop.biz website (“Site”) and a number of mobile applications (“Apps”) including but not limited to 1-Stop and the 1-Stop Deliver apps.
(b) 1-Stop agrees to provide you with access to the Site and the Apps on the terms and conditions set out in these Terms.
(c) You acknowledge and agree:
(i) prior to using or accessing the Site or any of the Apps, you have read and understood these Terms;
(ii) by accessing any areas of the Site, downloading or using any of the Apps, you agree to be bound by these Terms;
(iii) if you do not agree with any of these Terms or do not agree to be bound by any of these Terms, you must not use the Site or any of the Apps; and
(iv) you represent that you are of sufficient legal age and of sufficient authority yourself or, if relevant, within your company to create binding legal obligations for any liability you or your company or its agents or representatives may incur as a result of your use of the Site, any of the Apps, products or services.
2.2 Information and Material
You acknowledge and agree that:
(a) the resources on our Site, the Apps, or the resources made available within or via our products or services are provided for your information only and do not constitute professional advice;
(b) whilst we have made every effort to ensure that the information or material on and available from our Site, the Apps, products, or services is free from error, we do not warrant the accuracy, adequacy, or completeness of that information;
(c) the information contained on Site, the Apps and within or made available via our products or services is presented “as is” and has not in any way been tailored to suit your own personal circumstances;
(d) you have relied solely upon your own judgment in all matters relating to the information contained on the Site or in any of the Apps;
(e) we have absolute discretion to edit, decline to post, or remove in whole or in part any information or material you provide or post to or via our Site, the Apps, the products, or services;
(f) material on, in, or made available via the Site, the Apps, products, or services may contain general information about us and our products and services, or those of other parties with whom we deal or do business. Unless expressly stated otherwise, this information:
(i) does not constitute an offer or inducement to enter into any legally binding contract;
(ii) other than these Terms, does not form part of the terms and conditions for any of our products or services or those of any other Third Parties referred to on or in our Site, the Apps, products or services; and
(iii) does not mean that we are in any way affiliated with any other parties or businesses referred to (if any); and
(g) we do not guarantee that our Site, the Apps or the materials on them, or the content of any online services to which we give you access, will be free from viruses or that access to any of those things will be uninterrupted.
2.3 Other Sites
You acknowledge and agree that:
(a) as a convenience, our Site, Apps, products or services may from time to time include links or references to other websites and/or materials, which are beyond our control (“Other Sites“);
(b) we do not review or monitor any websites linked to our Site, the Apps or any Other Sites and we are not responsible for content on any websites outside our Site, products, or services;
(c) if you access any Other Sites, you do so at your sole risk and subject to the terms and conditions of those sites;
(d) the inclusion on or in our Site, the Apps, products, or services of any links or references to Other Sites does not imply any endorsement by us of any of the Other Sites or the content contained on those sites; and
(e) we do not warrant the safety or accuracy of the content on any Other Sites and we do not accept any liability for any adverse consequences to you whatsoever arising out of your access to or use of any Other Sites.
3. 1-Stop’s Obligations
(a) accept all costs of maintaining the Site and the Apps, including any forms on the Site or the Apps;
(b) maintain the Site and the Apps 24 hours per day, 365 days a year, and use reasonable endeavours to keep any downtime to a minimum (although 1-Stop does not and cannot warrant that access to the Site or the Apps will be uninterrupted or error-free);
(c) provide you with 24 hours’ advance notice of any scheduled interruption to the Site or any of the Apps, as applicable, and as soon as possible after any unscheduled interruption (and again when the interruption ends); and
(d) maintain a help desk facility 24 hours per day, 365 days a year.
4. Your Obligations
4.1 Positive Obligations
(a) You must provide your own internet connection to access our Site or the Apps as we do not provide internet connections.
(b) For use of any of the Apps and in respect of all users who are individuals:
(i) you must procure the individual user to register prior to the use of the relevant App(s) they are intending to use and obtain a log-in and password unique to them (“Log-In Details”); and
(ii) each time any of the relevant Apps are accessed or used, the user must log in to the App using the Log-In Details in order to commence using the App.
(c) You must procure the individual user to keep the Log-In Details private and confidential and must not share their Log-In Details with any other person.
(d) You will at all times remain responsible for notifying 1-Stop of any compromised or unauthorised access or interference relating to your account, Log-In Details or use of the App.
(e) You will at all times remain responsible for ensuring that, immediately upon becoming aware of any compromised or unauthorised access or interference with your account, Log-In Details or use of the App, you will reset the password of the compromised account and do all things necessary to prevent further unauthorised access or interference.
(f) If you are a corporate customer, you must ensure that all individual users who use any of the Apps (whether on the user’s device, a 1-Stop device, or the customer’s device) have individually registered in compliance with this clause 4.1 including the obligation to log in using their prescribed Log-In Details each time they access or use any of the Apps and log off from the Apps once they have finished using or accessing the Apps.
(g) You must advise 1-Stop in writing of your contact details or, if a company, the primary contact for all communication with 1-Stop and must ensure that you or the contact (as the case may be) are able to receive email alerts from 1-Stop at any time and take appropriate action to resolve any issues that may arise from the use of the Site or any of the Apps.
4.2 Negative Obligations
You agree not to nor attempt to:
(a) use the Site, any of the Apps, nor any of their contents or information for any purpose that is unlawful or prohibited by these Terms;
(b) access, monitor or copy any content or information on the Site or any of the Apps using any robot, spider, scraper or other automated means or any manual process for any purpose;
(c) take any action that imposes or may impose an unreasonable or disproportionately large load on the Site or any of the Apps (in 1-Stop’s view at their sole discretion);
(d) provide, publish, post, or create a link to any page or part of our Site, products or services without our express written permission;
(e) link directly to any page of our Site or any part of our products or services other than via normal navigation of our Site or normal usage of the products or services;
(f) post or transmit to our Site, the Apps nor via any of our products or services any unlawful, threatening, libellous, defamatory, obscene, dangerous, inflammatory, pornographic or profane material, any material that could constitute or encourage conduct that will be considered a criminal offence, give rise to civil liability or would otherwise violate any laws, nor any materials, malware, spyware, computer viruses or other materials which may adversely affect the security or content of our Site, products or services;
(g) violate the security or any security measures of our Site, the Apps or any of our products or services nor that of any of our systems and networks;
(h) access any data on or from our Site or the Apps, products, or services which is not intended for you;
(i) probe, scan, or test the vulnerability of the Site, the Apps, products or services, or any of our systems or networks;
(j) interfere with service to any other user of our Site, the Apps, products or services; or
(k) use any device, software, or routine to interfere or attempt to interfere with the proper working of, any activity being conducted on or via, our Site, the Apps products, or services.
5. 1-Stop Channel Partners
Without limiting any of the terms and conditions contained within these Terms, this clause 5 will apply to you if you are considered by 1-Stop to be a channel partner of 1-Stop (“Channel Partner”).
5.2 Permitted Use
(a) 1-Stop will supply a feed of the Information to the Channel Partner in the current form as per the published specification on our Site from time to time.
(b) You may only use the Information for the sole and primary purpose of Integrating the information for the exclusive use of its Customer.
(c) The Channel Partner acknowledges and agrees that:
(i) the Channel Partner will not resell the Information to a Third Party other than to the Customer;
(ii) the Channel Partner must not display or cause the Information to be displayed on the Site or in any of the Apps except as set out in these Terms;
(iii) the Channel Partner must cause its Customer to agree to and ensure its Customer complies with these Terms at all times;
(iv) the Channel Partner will not use the Information to construct or submit a PRA without the express permission of 1-Stop;
(v) the Channel Partner must pay 1-Stop for providing the Information; and
(vi) 1-Stop will review the annual volumes of the Channel Partners’ Customers on the anniversary of their subscription and:
(A) the price of the Customers subscription renewal for the next year will be automatically adjusted to reflect the previous year’s volume;
(B) the account of the Channel Partner will be billed this amount accordingly.
5.3 Channel Partner Obligations
(a) The Channel Partner must cause its Customer to agree to and ensure its Customer complies with these Terms at all times;
(b) The Channel Partner will at all times remain responsible for:
(i) notifying 1-Stop of any compromised or unauthorised access or interference relating to the Channel Partner’s Customer account, Log-In Details or use of the App;
(ii) ensuring that immediately upon becoming aware of any compromised or unauthorised access or interference with the Channel Partner’s Customer Account, Log-In Details or use of the App, the Channel Partner resets the password of the compromised account and do all things necessary to prevent further unauthorised access or interference.
5.4 Information Supply
The Channel Partner agrees that in respect of its supply of Information to the Customer:
(a) the supply will be on a non-exclusive basis;
(b) neither the Channel Partner nor the Customer will be entitled to alter, amend or modify the Information in any way except with 1-Stop’s prior written consent;
(c) in all references to the Information, it will acknowledge that the Information is supplied by 1-Stop and the form of this acknowledgement is to be previously agreed by 1-Stop (acting within its sole discretion);
(d) subject to the Information being available to 1-Stop, it is 1-Stop’s intention to supply the Information to the Channel Partner on a best efforts basis (but for the avoidance of doubt, 1-Stop will not be deemed in breach of this sub-clause if its failure or inability to supply the Information to the Channel Partner is due to the Information not being reasonably available to 1-Stop);
(e) 1-Stop will not be held responsible for the accuracy or timeliness of the Information given 1-Stop is acting as a data centre and is not the originator of the Information;
(f) the Channel Partner will indemnify 1-Stop and keep 1-Stop indemnified against any action taken by the Customer or the Customer’s clients as a result of its or their use of, reliance upon, or otherwise related to their access to, the Information.
(a) If the Channel Partner or Customer is in breach of these Terms, the Partner or Customer will have 5 business days to remedy such a breach after receipt of notice of that breach from 1-Stop.
(b) If the Partner or Customer is unable to remedy the breach within the timeframe specified in clause 5.4(a) above, 1-Stop may immediately cease supplying the Information (and any other data supply) to the Channel Partner or Customer without any recourse against 1-Stop by the Channel Partner or the Customers.
6. Variation of Terms
(a) 1-Stop may update, vary or amend these Terms at any time and in 1-Stop’s sole discretion.
(b) Any updated, varied or amended Terms will be placed on the Site and brought to your attention in a pop-up on the Apps and will be binding upon you next time you log in. It is your responsibility to regularly review the Terms.
(c) Your continued use of the Site or any of the Apps after any such changes to these Terms will also constitute your deemed acceptance of any and all such changes.
7. Fees, Charges, and Refunds
7.1 Fees and Charges
(a) There are no fees or charges payable by you to read the information on products and services available on the Site and any of the Apps but we will charge you a fee for products or services you order from our Site or any of the Apps.
(b) If you fail to pay fees payable for use of the Site and any of the Apps, we may suspend or terminate your access to the Site and any of the Apps.
(c) You agree to accept all costs associated with the use of the Site and any of the Apps, including payments to other service providers such as software vendors, bureau services, Internet Service Providers, or other network providers.
7.2 Refunds Policy
All payments to be made and refunds associated with the Site and any of the Apps are in accordance with the 1-Stop Refund Policy which forms part of these Terms.
In consideration for being granted access to the Site, any of the Apps, or any of 1-Stop’s products or services, you:
(a) release and forever discharge us, our officers, employees, servants agents, and each of them from all and any liability to you of any nature whatsoever in respect of any losses, damages (whether direct, indirect, consequential, or otherwise), liabilities, claims or expenses whatsoever arising directly or indirectly from, or from the use by you or any other person of, our Site, any of the Apps, products or services or any of the links provided on, in or via the Site, the Apps, products or services or reliance by you or any person upon information contained within or made available via our Site, any of the Apps, products or services; and
(b) subject to our compliance with these Terms will be liable for and indemnify and keep indemnified us, our officers, employees, servants, and agents and each of them jointly and severally against any loss, damage, expense, or cost of any nature (including full solicitor and client legal costs on an indemnity basis) that any of them incurs or may incur (whether directly, indirectly or consequentially or otherwise) arising out of your use of our Site, any of the Apps, or any of 1-Stop’s products or services or any of their contents or from any breach by you of these Terms.
9. Suspension or Termination
(a) 1-Stop reserves the right to suspend or terminate your registration and disable your access to the Site or any of the Apps at any time, including in the event you:
(i) fail to comply with any of your obligations as outlined in these Terms;
(ii) infringe 1-Stop’s (and/or its related organisations’) intellectual property rights;
(iii) breach another agreement you have with 1-Stop (and/or its related organisations); or
(iv) use the Site or any of the Apps for any unauthorised purposes.
(b) 1-Stop may terminate your access to our Site, the Apps, or your access to our products and services at any time, providing that we reduce any fees payable by you for any periods where your access has been terminated without any fault on your part.
(c) 1-Stop reserves the right to suspend or terminate your registration and disable your access to the Site or any of the Apps at any time, if 1-Stop suspects that a user, account or Log-In Details are compromised.
(d) All of your obligations set out in these Terms that are intended to be continuing obligations (including clauses 4.2, 6, 8, 12) will survive termination notwithstanding you may no longer have access to the Site, the Apps, or 1-Stop’s products and services.
1-Stop warrants that:
(a) the Site and the Apps will comply with all applicable laws;
(b) the Site and the Apps will be professionally and competently managed by trained and experienced 1-Stop personnel meeting the specifications and quality standards that reasonably apply to similar sites and the Apps of this type;
(c) it will use reasonable endeavours to maximise the uptime and availability of the Site and the Apps during the term of this agreement; and
(d) where required, it has been lawfully licensed to operate and provide the Site and the Apps.
10.2 No Warranties
(a) To the maximum extent permissible by law, 1-Stop excludes all implied terms, conditions, guarantees, and warranties, including merchantability and fitness for purpose (but excluding Non-Excludable Clauses), in respect of the Site, the Apps, and any other 1-Stop products and services.
(b) Except as provided in clause 10.1(a), 1-Stop does not make any warranties or guarantees:
(i) that the use of the Site or any of the Apps and any of the software, products, or services associated with any of the Site of any of the Apps will be uninterrupted or error-free;
(ii) regarding the results that may be obtained from the use of the Site or any of the Apps;
(iii) regarding the completeness, accuracy, reliability, or quality of any information content, data, services, provided or available through the Site or any of the Apps; or
(iv) regarding the functionality, performance, or availability of the Site or any of the Apps.
11. Force Majeure and Business Continuity
(a) Neither party will be liable for any act, omission, or failure to fulfil the obligations under these Terms if such act, omission, or failure arises from any Force Majeure Event.
(b) A party unable to fulfil its obligations due to a Force Majeure Event will immediately use all reasonable endeavours to avoid or remove the cause and perform its obligations.
(c) The parties acknowledge that no computer systems are completely secure or fail-safe and that both you and 1-Stop must agree and implement temporary contingency plans to ensure that at least minimal operations can continue to the extent reasonably possible.
12. Limitation of Liability
12.1 Exclusion of consequential damages
(a) Subject to clause 12.4, 1-Stop is not liable for any Excluded Loss under any circumstances in connection with these Terms whether such liability arises under statute, contract, tort (including negligence), or otherwise.
(b) Neither party will be liable to the other to the extent that its breach of these Terms is directly attributable to or otherwise arising out of the other party’s breach or failure to perform its obligations under these Terms.
12.2 Limitation of Liability
Subject to clause 12.4, the aggregate liability of 1-Stop for any claims, losses, or causes whatsoever arising out of or in connection with these Terms (whether under the statute, contract, tort (including negligence) or otherwise) (“Loss”) during any calendar month is limited:
(a) for corporate customers, to the 1-Stop service fee payable by you during the calendar month in which the loss or damage occurred; and
(b) otherwise, to $100.00.
12.3 Limitation of Action
No action arising out of these Terms, regardless of form, may be brought by either party later than the earlier of:
(a) the last date by which such action could ordinarily be brought according to the limitation of actions laws in New South Wales that applied as at the date that the party became aware of the existence of the cause of action; and
(b) six years, after the date that the party became aware of the existence of the cause of action.
12.4 Consumer Law
(a) The Australian Consumer Law and other statutes may imply or impose certain terms, conditions, guarantees, and warranties that cannot be lawfully excluded or limited, including guarantees which protect purchases of goods and services in certain circumstances.
(b) If any term, condition, guarantee, or warranty is implied or imposed in relation to these Terms and cannot be excluded (a “Non-Excludable Provision”) and 1-Stop is able to limit your remedy for a breach of the Non-Excludable Provision, then 1-Stop’s liability for breach of the Non-Excludable Provision will be limited, at 1-Stop’s option, to re-supplying the services or bearing the cost of having the services re-supplied to you.
(c) The parties agree that the services provided under these Terms are not of the kind ordinarily acquired for personal, domestic, or household use or consumption.
13. Third Parties
If you use the Site or any of the Apps to submit electronic data interchange (“EDI”) or other messages for or on behalf of any other party (“Other Party”):
(a) you are responsible for any error in the accuracy of information provided in connection with such use;
(b) you must inform the Other Party of these Terms;
(c) you agree to indemnify and keep indemnified 1-Stop, its officers employees, servants, and agents and each of them from and against any and all liabilities, losses, damages, suits, and claims (including the costs of defence), relating to the Other Party’s or the user’s failure to fulfil any of its obligations set out in these Terms (including this clause 13;
(d) you will be directly responsible for any EDI or other message submitted including any associated charges and performance obligations.
(a) You acknowledge that all content included on the Site and in the Apps, including the information, data, software, photographs, graphs, video, typefaces, graphics, music, sounds, images, illustrations, maps, designs, icons, written and other material and compilations (collectively, “Content”) are intellectual property and copyrighted works of or are licensed to 1-Stop and/or its third-party providers through this Site and any of the Apps.
(b) Reproduction or storage of information or Content retrieved from the Site and any of the Apps, in all forms, media, and technologies now existing or hereafter developed is subject to the Copyright Act 1968 (Cth).
(c) For any Content you upload or transmit via the Site or any of the Apps you:
(i) warrant that you:
(A) have the right to upload or transmit the Content;
(B) by uploading or transmitting the Content, do not infringe any other person’s intellectual property rights or other rights; and
(ii) grant 1-Stop a perpetual, irrevocable, royalty free, non-exclusive licence to use, reproduce and disclose such content for its own use.
15. Other Obligations
The following service-specific terms relate to the services as indicated and may be binding upon you where they relate to our services and products. In all such cases, you agree to abide by those terms:
16. Privacy Collection Statement
16.1 Privacy Collection Statement: Apps and Geotracking
(a) 1-Stop is committed to protecting your personal information in accordance with the Privacy Act 1988 (Cth)(“Act”) and the Australian Privacy Principles (“Privacy Principles”).
(d) Where you grant an App access to location services on your phone/device, you acknowledge and consent to 1-Stop tracking the geolocation of your phone/device.
(e) You are under no obligation to provide your personal information to us. However, if you do not you will not be able to use the Apps.
(f) If you are an individual user of (including those required by their employer or company engaging them as a contractor to use) any one or more of the App(s) or the Site, whether the relevant Apps are on your own device, a 1-Stop device or a 1-Stop customer’s device, you agree to the disclosure and use by 1-Stop and 1-Stop’s customers of all information collected by using the App(s) and the Site.
(g) If you are an employee of 1-Stop or another company which is a 1-Stop customer or that requires your use of the App as part of your employment, you agree to waive any period of notice and must not permit any App to access location services on your phone/device while you are not at work and not undertaking work related activities
16.2 What we collect via the Apps and why
We collect the following types of personal information (which may include sensitive information) when you use an App while present at any Worksites (but not after you log out of the App):
(a) your name, 1-Stop user identification number, and phone number when you use the App to register an account on the App;
(b) your precise location on a Worksite based on the GPS signal on your device;
(c) your 1-Stop user identification number so we can keep a record of whether you have consented to the tracking of your precise location on the Worksite and avoid tracking if you do not consent or withdraw your consent;
(d) your performance, handling of any relevant equipment and any relevant characteristics of that equipment while under your control;
(e) your 1-Stop user identification number or phone number (depending on which you enter) when you log into an App after registering an account; and
(f) any identifying information that may be captured if you take a photograph from the App or upload a photograph you have taken via the App.
16.3 How we collect your personal information
We collect your personal information:
(a) from your employer, if they request that we contact you with details of how to download and install the App;
(b) each time you open an App and provide your consent to this Collection Statement and/or the App’s tracking of your precise location;
(c) each time you log into an App;
(d) when your device or the device on which the App resides tracks your precise location on a Worksite; and
(e) each time you take a photograph from the App or upload a photograph you have taken via the App where that photograph contains personal information (e.g. where it depicts your face).
16.4 De-Identified Statistical Information
1-Stop and our customers (your employer or the entity that engaged you as a contractor) take an interest in ensuring the safest possible workplace for you and other visitors to the Worksite(s) where you work and also seek to improve business processes to provide better service. To achieve this, we use de-identified information which is combined into a dataset containing other de-identified information from other Worksite visitors to draw insights about how we can improve safety and operations. Doing this does not affect your privacy.
16.5 Whom we disclose your personal information to
(a) We share your personal information with our customers (your employer or the entity that engaged you as a contractor).
(b) We may also disclose your personal information to:
(i) our related entities, officers, employees, servants, agents, successors, and assigns;
(ii) our business parties, third-party service providers, security system, and card providers to assist us in providing services;
(iii) insurers and investigators in relation to any accidents or other incidents on the Worksite;
(iv) representatives of our customers (e.g. the managers of Worksites you enter);
(v) identification verification service providers; and
(vi) otherwise as required or permitted by law.
16.6 Access and correction of your personal information and complaints
Privacy Compliance Officer
By post: PO BOX 3201, Redfern, NSW 2016
By e-mail: email@example.com
By phone: 1300 881 055 (Australia) or +61 2 9588 8900 (International)
17. General Matters
17.1 Governing Law
These Terms are governed by and construed in accordance with the laws of the State of New South Wales and you irrevocably and unconditionally submit to the non-exclusive jurisdiction of the courts of New South Wales.
If any provision of these Terms is deemed to be void, illegal, or unenforceable by any law or regulation of any government or by any court, such provision will be severed from these Terms, and the remaining parts, terms, and provisions will remain enforceable.
(a) A party’s waiver of a right under or relating to these Terms, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that party.
(b) No other act, omission, or delay by a party will constitute a waiver of a right.