Website Terms and Conditions
PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE USING THE SITES (DEFINED BELOW). YOUR USE OF THE SITES CONFIRMS YOUR UNCONDITIONAL ACCEPTANCE OF THE FOLLOWING TERMS AND CONDITIONS AND PRIVACY POLICY, AVAILABLE HERE IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, DO NOT USE THE SITES.
Application
These Terms and Conditions apply to the websites, including www.llflooring.com and any applications, platforms, services or other resources related to, distributed on, or available through the websites (the “Sites”). The Sites are operated by Magi Touch Flooring. (“Magi Touch Flooring”).
Copyrights
The Sites and the materials within it are © 2010 Magi Touch Flooring. Viewing the Sites creates a copy of Magi Touch Flooring materials in your computer’s random access memory and/or in you hard drive and/or in your proxy server.
Use License
Magi Touch Flooring grants you permission to view the Sites and to print individual pages from the Sites for your own personal, noncommercial use, provided that you agree to and accept without modification the notices, terms and conditions set forth in these Terms and Conditions. You may not modify, copy (except as set forth in the preceding sentence), distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer or sell any information, material, software, products or services from the Sites.
Trademarks
The trademarks, service marks and logos (the “Trademarks”) used and displayed on the Sites are registered and unregistered Trademarks of Magi Touch Flooring and others. Nothing on the Sites should be construed as granting, by implication, estoppel or otherwise, any license or right to use any Trademark displayed on the Sites, without the prior written permission of the Trademark owner. Magi Touch Flooring aggressively enforces its intellectual property rights to the fullest extent of the law. The name of Magi Touch Flooring, the Magi Touch Flooring logo or the other Magi Touch Flooring formatives may not be used in any way, including in advertising or publicity pertaining to distribution of materials on the Sites, without prior, written permission from Magi Touch Flooring. Magi Touch Flooring prohibits use of the Magi Touch Flooring logo as part of a link to or from any site unless establishment of such a link is approved in advance by Magi Touch Flooring in writing. Fair use of Magi Touch Flooring’s Trademarks requires proper acknowledgment. Other product and company names mentioned in the Sites may be the Trademarks of their respective owners.
Product Orders, Content and Specifications
All features, content, specifications, products and prices of products and services described or depicted on the Sites are subject to change at any time without notice. Certain weights, measures and similar descriptions are approximate and are provided for convenience purposes only. Magi Touch Flooring makes all reasonable efforts to accurately display the attributes of our products, including the applicable colors; however, the actual color you see will depend on your computer system, and we cannot guarantee that your computer will accurately display such colors. The inclusion of any products or services on the Sites at a particular time does not imply or warrant that these products or services will be available at any time. While we will use our best efforts to fulfill all orders, Magi Touch Flooring cannot guarantee the availability of any particular product displayed on the Sites. Magi Touch Flooring reserves the right to discontinue the sale of any product listed on the Sites at any time without notice.
Product prices offered on the Sites may vary from other advertised prices due to varying conditions in different geographic markets.
The prices displayed on the Sites are quoted in U.S. dollars and are valid and effective only within the United States, and such prices do not include shipping and handling or sales taxes, if applicable, which will be added to your total invoice price. You are responsible for the payment of any shipping and handling charges and state and local sales or use taxes that may apply to your order. While our goal is 100% error-free Sites, we do not guarantee that any content is accurate or complete, including price information and product specifications. If we discover price errors, they will be corrected on our systems, and the corrected price will apply to your order. Magi Touch Flooring reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions (including after an order has been submitted and accepted).
Delivery of flooring products is “curbside” only. If you require special shipping arrangements (up stairs, rooftop etc.) we recommend that you select the “Special Shipping Arrangements” option on the Shipping Method page in checkout and complete the purchase of items in your order without specifying a specific shipping method.
Links to Third Party Sites
The Sites may contain links to Sites owned or operated by parties other than Magi Touch Flooring. Such links are provided for your reference only. Magi Touch Flooring does not control outside Sites and is not responsible for their content. Magi Touch Flooring’s inclusion of links to an outside Site does not imply any endorsement of the material on the Site or, unless expressly disclosed otherwise, any sponsorship, affiliation or association with its owner, operator or sponsor, nor does Magi Touch Flooring’s inclusion of the links imply that Magi Touch Flooring is authorized to use any trade name, trademark, logo, legal or official seal or copyrighted symbol that may be reflected in the linked Site.
Cautionary Statement Pursuant to the Private Securities Litigation Reform Act of 1995
Statements of Magi Touch Flooring’s expectations for new stores, capital spending, sales growth, earnings performance and similar financial and operating measures found in the press releases, SEC reports, and other materials found on the Sites constitute “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Words or phrases such as “should result,” “are expected to,” “we anticipate,” “we estimate” or “we project,” as well as other similar expressions are intended to assist readers in identifying these “forward-looking statements.” Such statements are based on the currently available operating, financial and competitive information as of the date of such statements and are subject to various risks and uncertainties that could cause actual results to differ materially from the company’s historical experience and its stated expectations. These risks and uncertainties include, but are not limited to, fluctuations in and the overall condition of the U.S. economy, stability of costs and availability of sourcing channels, conditions affecting new store development, the company’s ability to attract, train and retain highly-qualified associates, unanticipated weather conditions, the impact of competition and regulatory and litigation matters. Undue reliance should not be placed on such forward-looking statements, as such statements speak only as of the date on which they are made. Additional information regarding these and other risks is contained in the company’s periodic filings with the Securities and Exchange Commission.
Employment Information
Magi Touch Flooring also may make employment information available through the Sites. Magi Touch Flooring is an equal opportunity employer. Magi Touch Flooring provides equal employment opportunity to qualified persons without regard to race, color, religion, sex, national origin, age, veteran status or disability. Magi Touch Flooring’s policy relates to all phases of employment including recruitment, placement, promotion, training, demotion, transfer, layoff, recall and termination, rates of pay, employee benefits and participation in all company-sponsored employee activities.
DISCLAIMERS
THE INFORMATION AND MATERIALS IN THE SITES ARE PROVIDED FOR YOUR REVIEW IN ACCORDANCE WITH THE NOTICES, TERMS AND CONDITIONS SET FORTH HEREIN. THESE MATERIALS DO NOT NECESSARILY REFLECT THE OPINIONS OF Magi Touch Flooring OR ANY OF ITS AFFILIATES OR AGENTS. THESE MATERIALS ARE NOT GUARANTEED OR REPRESENTED TO BE COMPLETE, CORRECT OR UP-TO-DATE. YOU MAY NOT ACT OR RELY ON ANY INFORMATION OR MATERIALS IN THE SITES AND YOU PARTICULARLY SHOULD NOT MAKE ANY INVESTMENT DECISIONS BASED ON ANY INFORMATION OR MATERIALS IN THE SITES. YOU MUST INDEPENDENTLY VERIFY THE ACCURACY OF ALL SUCH INFORMATION AND MATERIALS BEFORE ACTING OR RELYING THEREON OR MAKING ANY INVESTMENT DECISIONS IN CONNECTION THEREWITH. THESE MATERIALS MAY BE CHANGED FROM TIME TO TIME WITHOUT NOTICE.
NO WARRANTIES; EXCLUSION OF LIABILITY
Magi Touch Flooring MAKES NO REPRESENTATION ABOUT THE SUITABILITY OF THE MATERIALS ON THE SITES FOR ANY PURPOSE. ALL SUCH MATERIALS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. Magi Touch Flooring SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, INCLUDING ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND -NON-INFRINGEMENT. Magi Touch Flooring SHALL NOT HAVE ANY LIABILITY OR RESPONSIBILITY FOR ANY ERRORS OR OMISSIONS IN THE CONTENT OF THE SITES, FOR YOUR ACTION OR INACTION IN CONNECTION WITH THE SITES OR FOR ANY DAMAGE TO YOUR COMPUTER OR DATA OR ANY OTHER DAMAGE YOU MAY INCUR IN CONNECTION WITH THE SITES. YOUR USE OF THE SITES IS AT YOUR OWN RISK. IN NO EVENT SHALL Magi Touch Flooring, ITS AFFILIATES OR AGENTS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITES, THE MATERIALS IN THE SITES, THE DELAY OR INABILITY TO USE THE SITES OR OTHERWISE ARISING IN CONNECTION WITH THE SITES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES.
SOME STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Submissons
Magi Touch Flooring is pleased to hear from its customers and visitors to its website regarding its products and services. If you send or submit any information or material (e.g., postings to chat boards, blogs, e-mails, submissions to contests, or forwarding “before and after” pictures and/or commentary) to Magi Touch Flooring (the “Submissions”), the Submissions shall be deemed, and shall remain, Magi Touch Flooring’ property. The Submissions shall not be subject to any obligation of confidentiality on the part of Magi Touch Flooring and Magi Touch Flooring shall not be liable for any use or disclosure of the Submissions. By providing the Submissions to Magi Touch Flooring, you agree that Magi Touch Flooring has the right to publish the material for any purpose, including, but not limited to, advertising and promotional purposes.
Legal Disputes
You agree that this agreement and your use of the Sites are governed by the laws of the State of Virginia, USA. You hereby consent to the exclusive jurisdiction and venue of the courts, tribunals, agencies and other dispute resolution organizations in Richmond, Virginia, USA in all disputes (a) arising out of, relating to, or concerning the Sites and/or this agreement, (b) in which the Sites and/or this agreement is an issue or a material fact, or (c) in which the Sites and/or this agreement is referenced in a paper filed in a court, tribunal, agency or other dispute resolution organization.
With the prior agreement of Magi Touch Flooring, any claim, dispute or controversy arising out of, relating to or concerning the Sites and/or this agreement shall be decided by binding arbitration in accordance with the Rules of the American Arbitration Association and any such arbitration proceedings shall be brought and held in Richmond, Virginia, USA. The decisions of the arbitrators shall be binding and conclusive upon all parties involved and judgment upon any award of the arbitrators may be entered by any court having competent jurisdiction. This provision shall be specifically enforceable in any court of competent jurisdiction.
Use of the Sites is unauthorized in any jurisdiction that does not give full effect to all provisions of this agreement, including without limitation this paragraph and the warranty disclaimers and liability exclusions above. Magi Touch Flooring has endeavored to comply with all legal requirements known to it in creating and maintaining the Sites, but makes no representation that materials on the Sites are appropriate or available for use in any particular jurisdiction. Use of the Sites is unauthorized in any jurisdiction where all or any portion of the Sites may violate any legal requirements and you agree not to access the Sites in any such jurisdiction. You are responsible for compliance with applicable laws. Any use in contravention of this provision or any provision of this agreement is at your own risk and, if any part of this agreement is invalid or unenforceable under applicable law, the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall govern such use.
Revisions to the Terms and Conditions
You agree that Magi Touch Flooring may at any time and without notice change the terms, conditions and notices under which the Sites is offered.
Other Matters
You agree that no joint venture, partnership, employment or agency relationship exists between you and Magi Touch Flooring as a result of this agreement or your use of the Sites.
Magi Touch Flooring’s performance of this agreement is subject to existing laws and legal process and nothing contained in this agreement is in derogation of Magi Touch Flooring’s right to comply with law enforcement requests or requirements relating to your use of the Sites or information provided to or gathered by Magi Touch Flooring with respect to such use.
Entire Agreement
This agreement, the Magi Touch Flooring Privacy Policy, terms of sale, and other applicable terms that may apply to a particular purchase or interaction with us, constitute the entire agreement between you and Magi Touch Flooring with respect to the Sites. This agreement supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Magi Touch Flooring with respect to the Sites. No modification of this agreement shall be effective unless it is authored by Magi Touch Flooring. or its affiliates, or unless it is physically signed in blue ink by a Magi Touch Flooring officer. Any alleged waiver of any breach of this agreement shall not be deemed to be a waiver of any future breach. A printed version of this agreement and/or of any notice given by Magi Touch Flooring in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement or your use of the Sites to the same extent and subject to the same conditions as other business documents and records originally generated and maintained by Magi Touch Flooring in printed form.
Installation
As a courtesy, Magi Touch Flooring provides information to its customers concerning the installation of products sold by Magi Touch Flooring and related issues. Such information is not exhaustive and does not take the place of an installer’s expertise, due care and informed judgment. Unless contracted directly with Magi Touch Flooring, Magi Touch Flooring is not in the business of selling, arranging or scheduling flooring installation. Unless contracted directly with Magi Touch Flooring, Magi Touch Flooring disclaims any liability arising from or relating to the information provided herein including, but not limited to, improper installation, site conditions, inappropriate installation location or improper care and maintenance of the flooring.
Inappropriate Material
You are prohibited from posting or transmitting any unlawful, threatening, defamatory, libelous, obscene, pornographic or profane material or any material that could constitute or encourage conduct that would be considered a criminal offense or give rise to civil liability, or otherwise violate any law. In addition to any remedies that we may have at law or in equity, if we determine, in our sole discretion, that you have violated or are likely to violate the foregoing prohibitions, we may take any action we deem necessary to cure or prevent the violation, including without limitation, the immediate removal of the related materials from the Sites. We will fully cooperate with any law enforcement authorities or court order or subpoena requesting or directing us to disclose the identity of anyone posting such materials.
Termination
We may suspend or terminate your account or your use of the Sites at any time, for any reason or for no reason. You are personally liable for any orders placed or charges incurred through your account prior to termination. We reserve the right to change, suspend, or discontinue all or any aspect of the Sites at any time without notice.
USER GENERATED CONTENT:
By responding #YES, you have provided your written signature and consent to enter into a binding agreement with Company as set forth below:
By agreeing to these User Generated Content Terms and Conditions (hereinafter, the “Terms and Conditions”) which include a binding arbitration provision set forth below, you warrant and represent that: (a) the Content is your original work, (b) the Content has not been previously published, (c) the Content has no previous awards, (d) the Content does not infringe upon the copyrights, trademarks, rights of privacy, publicity or other intellectual property or other rights of any person or entity; (e) you have obtained all permission, consents, waivers necessary for the depiction of any person, name, nickname, username, likeness or voice in the Content (if any), (f) you are the parent or legal guardian of any minor child depicted in the Content; (g) publication of the Content via various media including Web posting and print media, will not infringe or violate the rights of on any third party; and (h) the Content accurately reflects your experience with Company’s products and services, and that any depiction are known to be true and are based on your use of Company’s products and services.
By agreeing to these Terms and Conditions, you hereby grant Company, its clients and each of their affiliates, and their respective designees a non-exclusive, sub-licensable, unlimited, irrevocable, perpetual, worldwide, fully-paid, royalty free license and right to use, modify, publicly perform, publicly display, reproduce, modify, and distribute and make derivative works of the Content (defined below) in any and all media now known or hereinafter developed without limitation to time or territory and without the requirement to make payment to you or to any third party or the need to obtain any permission from you or any third party. This license includes the right to host, index, cache, distribute, and tag any Content, as well as the right to sublicense Content to third parties, including other users, for use on other media or platforms known or hereinafter developed, such as for use on mobile phones, in video or music software computer programs or print reproduction. You continue to retain all ownership rights in your Content, and you continue to have the right to use your Content in any way you choose, subject to these Terms and Conditions and the license described herein.
By agreeing to these Terms and Conditions, you agree that your grant of rights is gratuitous and made without restriction, and will not place Company under any obligation, that Company is free to use or otherwise disclose the ideas contained in the Content on a non-confidential basis to anyone or otherwise use the ideas without any additional compensation or credit to you. You acknowledge that, by selecting your Content, Company does not waive any rights to use similar or related ideas previously known to Company, or developed by its employees, or obtained from sources other than you.
You acknowledge that Company has no obligation to use the post it selects, including any photos, video, written statements, artwork, hashtags, captions, names, and any other information within or associated with the post (collectively, “Content”) or credit you.
You consent to Company or its designee storing the Content and your contact details in case Company seeks to contact you and in order for Company to demonstrate its rights herein.
BY AGREEING TO THESE TERMS AND CONDITIONS, YOU REPRESENT AND WARRANT THAT YOU ARE OF THE AGE OF MAJORITY (19 OR OLDER IN AL AND NE AND 18 YEARS OLD OR OLDER IN ALL OTHER STATES), AND HAVE THE RIGHT TO GRANT THE RIGHTS SET FORTH HEREIN AND YOU ACKNOWLEDGE THAT CONTENT, WHICH MAY INCLUDE PERSONAL INFORMATION OF YOUR MINOR CHILD(REN), MAY BE POSTED ON COMPANY’S, ITS AFFILIATE’S OR THIRD PARTY PARTNER’S WEBSITES OR USED IN ANY OTHER MEDIA NOW KNOWN OR HEREINAFTER DEVELOPED FOR PURPOSES DESIGNATED BY COMPANY, IN ITS SOLE DISCRETION WITHOUT TERRITORIAL OR TIME LIMITATION.
You release Company, its parents, affiliates, subsidiaries, and contractors and each of their respective directors, officers, employees and agents harmless from any claims, damages and expenses, including reasonable attorneys’ fees and costs, related to the Content provided to Company. You further understand and agree that all rights under Section 1542 of the Civil Code of California (“Section 1542”) and any similar law of any state or territory of the United States that may be applicable with respect to the foregoing release are hereby expressly and forever waived. You acknowledge that Section 1542 provides that: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” The releases hereunder are intended to apply to all claims not known or suspected to exist with the intent of waiving the effect of laws requiring the intent to release future unknown claims.
GOVERNING LAW/JURISDICTION: All issues and questions concerning the construction, validity, interpretation and enforceability of these Terms and Conditions or the rights and obligations of you or Company in connection with the provision or use of Content shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, U.S.A., without regard to its conflicts of law principles. You consent to the jurisdiction and venue of the state and federal courts located in Richmond, Virginia.
BINDING ARBITRATION/CLASS ACTION WAIVER: ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THE CONTENT SHALL BE SETTLED BY BINDING ARBITRATION IN A LOCATION DETERMINED BY THE ARBITRATOR AS SET FORTH HEREIN (PROVIDED THAT SUCH LOCATION IS REASONABLY CONVENIENT FOR CLAIMANT), OR AT SUCH OTHER LOCATION AS MAY BE MUTUALLY AGREED UPON BY THE PARTIES, IN ACCORDANCE WITH THE PROCEDURAL RULES FOR COMMERCIAL DISPUTES SET FORTH IN THE COMPREHENSIVE ARBITRATION RULES AND PROCEDURES OF JAMS (“JAMS RULES AND PROCEDURES”) THEN PREVAILING, AND JUDGMENT UPON THE AWARD RENDERED BY THE ARBITRATOR(S) MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. The arbitrator shall be selected pursuant to the JAMS Rules and Procedures. The arbitrator shall apply Virginia law consistent with the Federal Arbitration Act and applicable statutes of limitations, and shall honor claims of privilege recognized at law. In the event that the claimant is able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, Company will pay as much of the claimant’s filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. If any part of this arbitration provision is deemed to be invalid, unenforceable or illegal (other than that claims will not be arbitrated on a class or representative basis), or otherwise conflicts with the rules and procedures established by JAMS, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, the portion that is deemed invalid, unenforceable or illegal is that claims will not be arbitrated on a class or representative basis, then the entirety of this arbitration provision shall be null and void, and neither claimant nor Company shall be entitled to arbitrate their dispute. Upon filing a demand for arbitration, all parties to such arbitration shall have the right of discovery, which discovery shall be completed within sixty days after the demand for arbitration is made, unless further extended by mutual agreement of the parties which shall not be unreasonably withheld by either party. THE ARBITRATION OF DISPUTES PURSUANT TO THIS PARAGRAPH SHALL BE IN YOUR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED. DO NOT PROVIDE CONTENT IF YOU DO NOT AGREE TO HAVE ANY CLAIM OR CONTROVERSY ARBITRATED IN ACCORDANCE WITH THESE TERMS AND CONDITIONS.
BY PROVIDING CONTENT, YOU AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW: (1) ANY AND ALL DISPUTES, CLAIMS AND CAUSES OF ACTION ARISING OUT OF OR CONNECTED WITH THE CONTENT WILL BE RESOLVED INDIVIDUALLY THROUGH BINDING ARBITRATION AS SET FORTH ABOVE, WITHOUT RESORT TO ANY FORM OF CLASS ACTION; (2) ANY AND ALL CLAIMS, JUDGMENTS AND AWARDS WILL BE LIMITED TO ACTUAL THIRD-PARTY, OUT-OF-POCKET COSTS INCURRED (IF ANY), BUT IN NO EVENT WILL ATTORNEYS’ FEES BE AWARDED OR RECOVERABLE; (3) UNDER NO CIRCUMSTANCES WILL YOU BE PERMITTED TO OBTAIN ANY AWARD FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHT TO SEEK, PUNITIVE, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, LOST PROFITS AND/OR ANY OTHER DAMAGES, OTHER THAN ACTUAL OUT OF POCKET EXPENSES), AND/OR ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED; AND (4) YOUR REMEDIES ARE LIMITED TO A CLAIM FOR MONEY DAMAGES (IF ANY) AND YOU IRREVOCABLY WAIVE ANY RIGHT TO SEEK INJUNCTIVE OR EQUITABLE RELIEF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATIONS OR EXCLUSION OF LIABILITY, SO THE ABOVE MAY NOT APPLY TO YOU.
SEVERABILITY; ENTIRE AGREEMENT:
If any provision(s) of these User Generated Content Terms and Conditions are held to be invalid or unenforceable, all remaining provisions hereof will remain in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior agreements and communications, written or oral, with respect to the subject matter hereof. These Terms and Conditions may not be modified or any right of a party waived orally, but, instead, only by a writing signed by both parties.
