YOUR ACCEPTANCE OF THIS AGREEMENT: This is an agreement between you ("you" or "your") and GPS Directory which is a product of FIND ME SOLUTIONS LLP, a company incorporated under the Section 12(1)(b) of the LLP Act, 2008 with its registered office at Building F.F1, Shri Sai Thilagam Apartment, Ramanathapuram, Coimbatore -641045, TN, INDIA. ("GPS Directory" "we," or "our") that governs your use of the search services offered by GPS Directory through its website www.gpsdirectory.net ("Website"), SMS, Email, Mobile APP or any other medium using which GPS Directory may provide the local location search services. When you access or use, you agree to be bound by these Terms and Conditions ("Terms") of GPS Directory.
CHANGES: We may periodically change the Terms and the Site without notice, and you are responsible for checking these Terms periodically for revisions. All amended Terms become effective upon our posting to the Site, and any use of the site after such revisions have been posted signifies your consent to the changes.
HOW YOU MAY USE OUR MATERIALS: We use a diverse range of information, text, photographs, designs, graphics, images, sound and video recordings, animation, content, advertisement and other materials and effects (collectively "Materials") for the location search services on the Platforms. We provide the Material through the Platforms FOR YOUR PERSONAL AND NON-COMMERCIAL USE ONLY.
While every attempt has been made to ascertain the authenticity of the Platforms content, GPS Directory is not liable for any kind of damages, losses or action arising directly or indirectly, due to access and/or use of the content in the Platforms including but not limited to decisions based on the content in the Platforms which results in any loss of data, revenue, profits, property, infection by viruses etc.
Accordingly, you may view, use, copy, and distribute the Materials found on the Platforms for internal, non-commercial, informational purposes only. You are prohibited from data mining, scraping, crawling, or using any process or processes that send automated queries to GPS Directory. You may not use the Platforms or any of them to compile a collection of listings, including a competing listing product or service. You may not use the Platforms or any Materials for any unsolicited commercial e-mail. Except as authorized in this paragraph, you are not being granted a license under any copyright, trademark, patent or other intellectual property right in the Materials or the products, services, processes or technology described therein. All such rights are retained by GPS Directory, its subsidiaries, parent companies, and/or any third party owner of such rights.
HOW YOU MAY USE OUR MARKS: The GPS Directory company names and logos and all related products and service names, design marks and slogans are trademarks and service marks owned by and used under license from GPS Directory or its wholly owned subsidiaries. All other trademarks and service marks herein are the property of their respective owners. All copies that you make of the Materials on any of the Platforms must bear any copyright, trademark or other proprietary notice located on the respective Platforms that pertains to the material being copied. You are not authorized to use any GPS Directory name or mark in any advertising, publicity or in any other commercial manner without the prior written consent of GPS Directory. Requests for authorization should be made to email@example.com
REVIEWS, RATINGS & COMMENTS BY USERS:
Since, GPS Directory provides information directory services through various mediums (SMS, WAP, E-Mail, Website, APP and voice or phone), your ("Users") use any of the aforementioned medium to post Reviews, Ratings and Comments
The Services (defined hereinafter) of ‘GPS Directory’ is provided by GPS Directory Limited, a company incorporated under the Section 12(1)(b) of the LLP Act, 2008 having its registered office at Building F.F1, Shri Sai Thilagam Apartment, Ramanathapuram, Coimbatore -641045, TN, INDIA. GPS Directory carries on the business of providing information about Vendors (defined hereinafter) of various products and services (“Information”) in selected towns and cities in India (“Service”) to end users. GPS Directory Provides Users (defined below) with its search service with information and user reviews for GPS Directory database of local business, products and services across India. GPS Directory search service is available to users through multiple platform viz. Internet, mobile internet, telephone (text & SMS). GPS Directory is merely a medium which connects general public with vendor’s goods and services (“Vendors”) listed on GPS Directory however at the same time it does not intend to guarantee any business to such Vendors. The Vendors are hereinafter referred to as (“Advertiser”). GPS Directory’s objective is to provide a quicker guide for up-to-date Information in a location based manner and via a medium that the end user is comfortable with. The end users of the Service are persons who may want to purchase goods / avail services and are seeking information about the Vendors of such goods and services (“Users”).
Advertisers may be business houses, small medium enterprises, corporate entities, semi-corporate entities, establishments or individuals, who subscribe to the Service in order to list their company or business. GPS Directory will provide only the Information about the Advertiser to the Users in the manner provided for in these Terms. Advertiser agrees and acknowledges that GPS Directory does not guarantee any business to the Advertiser and is merely a medium through which information is made available to the general public.
- (i) These Terms of Service, including any Annexures hereto, (“Terms”) set forth the terms and conditions under which the Advertiser may be identified as a Vendor to the Users. The Contract shall come into effect upon the Advertiser or any authorized agent of the Advertiser availing any paid services of GPS Directory and upon the realization of consideration. (“Effective Date”). The new terms and conditions will override any previous understanding (whether written or oral) between the Advertiser and GPS Directory on the subject matter hereof. The Contract shall be valid and effective for period as per the product selected from the Effective Date unless otherwise agreed by the parties and in accordance with the terms of the Contract subject to payment received under the Terms and Conditions. In the absence of any written communication by the Advertiser as to non-renewal after the expiry or unless terminated earlier by either Party, the Contract would stand automatically renewed on terms of this Contract. By agreeing to the terms and conditions, the Advertiser shall be deemed to have consented unconditionally to all such addendums and amendments to the Contract without requirement of any specific notice or signature thereto. The Advertiser acknowledges and agrees that in case of conflict between this Contract and the terms and conditions (“Terms of Service”) contained on the Website, the Terms of Service as updated in website shall prevail. GPS Directory is entitled to modify the Terms of Service as it deems fit and will not be required to provide a specific notice of such change to the Advertiser. It shall be the sole responsibility of the Advertiser to visit the Website and update himself / herself of the changes to the Terms of Service. Any changes to or amendment to these Terms or the Terms of Service will be deemed to take effect from the Effective Date and will be binding on the Advertiser.
- (ii) The automatic renewal of this Contract is subject to the absolute discretion of GPS Directory. The amount mentioned in the Invoice along with any other document which forms a part of this Contract (“Total Fee”), is the decided fee for the provision of Services and shall not be reviewed at any point except at the discretion of GPS Directory. By accepting these Terms, the Advertiser confirms to pay the Total Fee on the terms set out therein.
- (iii) It is clarified that, irrespective of whether the Advertiser has registered or not registered their entity/ firm’s contact numbers in the “Do Not Call” registry of Telecom Regulatory Authority of India (TRAI), or any other statutory body, upon subscribing, the Advertiser would be deemed to have given their consent and authorize GPS Directory to share the Advertiser’s details and contact numbers for business and promotional purpose with Users of the Service. Further the Advertiser, by subscription, has given his consent to GPS Directory to contact him for any business promotion of GPS Directory. The Advertiser confirms that GPS Directory shall be at liberty to carry out all the obligations undertaken under this. The Advertiser also undertakes to take all such measures as may be necessary to ensure that the Users do not encounter any difficulty in contacting the Advertiser. In the event the Users are unable to contact the Advertiser it would not be deemed to any deficiency in the Services rendered by GPS Directory. The Advertiser undertakes to comply with all the present and future TRAI regulations or regulations of any other regulatory bodies on subject matter covered under this clause and would ensure that User or GPS Directory will not face any difficulty in contacting the advertisers or for the purposes of entering into this Contract.
GPS Directory currently disseminates Information to the Users through different platforms, viz., telephone, internet, WAP (Wireless Access Protocol) and Wireless (SMS short code) SMS. GPS Directory may, at its discretion cease providing Information over any of the above platforms or provide Information over other platforms or modify the manner in which Information is provided over any of the existing platforms, as it may deem fit, from time to time.
This refers to the various kinds of Advertising listings that can be selected by the Advertiser. GPS Directory provides the following kinds of Advertising listings (“Listings”): (i) Premium Listing (ii) Package Listing (Normal Position) (iii) SMS Promotion (v)Other promotions as may be specified (vi) GPS Directory reserves the right to change the aforesaid Advertising Listing options by adding new listings or deleting the existing listings or adding, deleting, modifying or merging any categories or keywords. In the event the listing applied for in the Form is no longer available, GPS Directory shall endeavor to allot similar Listing to the Advertiser. The final decision making power with regard to Listing shall however vest in GPS Directory and such decision shall be final and binding on the Advertiser.
The Advertiser agrees to pay a non-refundable Listing Fee for the Services, which will be determined by GPS Directory at the time of entering into this contract. The (“Listing Fee”) shall be paid by the Advertiser in advance.
- i) GPS Directory allows the Advertiser to make the payments for the Services, (“Subscription Fee”) by any of the following modes:
- (i) Cheque; (ii) Demand Draft; (iii)RTGS (Real Time Gross Settlement); (iv) CCSI (Credit Card Standing Instruction) (vi) NACH (National Automated Clearing House)
- (ii) It is hereby clarified that GPS Directory does not encourage/prefer that payments be made in cash. Any cash payments made by the Advertiser pursuant to a contract with GPS Directory, shall be at the sole risk of the Advertiser, without any recourse to GPS Directory.
- (iii) Payments can be made by the Advertiser as directed by GPS Directory. GPS Directory shall make best efforts to activate the contract within 14 (Fourteen) working days from the date of receipt of the Service Fee into its bank account, for the respective Listing (subject to delay due to technical malfunctions). However GPS Directory will not be liable in any manner for any delay in activating the contract of an Advertiser.
- (iv) The Advertiser hereby agrees that any dishonor of payments will attract provisions of Section 138 of the Negotiable Instruments Act 1881. The Advertiser shall also be liable to pay interest @18 % per annum during that period.
In the event the Advertiser fails to make any payment, in time and as per the payment plan chosen by him, GPS Directory may, in its sole discretion, suspend the Advertiser’s Listing or access to the Service, as the case may be, until necessary payments are made by the Advertiser. Further, the Advertiser agrees and acknowledges that the Advertiser shall be deemed to have waived his rights to the Service and the Advertiser’s listing for the period during which the Service and the Listing is suspended for non-payment. The right of GPS Directory to suspend the Service and the Listing shall be without prejudice to GPS Directory’s right to terminate the Contract for any material breach committed by the Advertiser. Advertiser hereby acknowledges that the opted position/listing will be released to other advertisers in the event of non-payment of Service fee or ECS amount without any notice/intimation from GPS Directory.
- (a) On receipt of the Service Fee , GPS Directory will issue an invoice to the Advertiser containing, interalia, the following details: (i) The Total Fee including the fees paid; (ii) The Listing allotted to the Advertiser; and (iii) Description of the products and services of the Advertiser.
- (b) It is hereby clarified that these Terms in the Invoice shall prevail.
- Invoice is valid subject to realization of payment.
PRIORITY OF INFORMATION ABOUT ADVERTISERS:
For GPS Directory, providing Information that is relevant to the User is a priority. The User has to identify the location and category in respect of which he is seeking Information and GPS Directory will provide such Information (subject to availability of such information) based on such choice. Amongst the Vendors who fall within the parameters identified by the User, Information about Vendors registered with GPS Directory, that is, the Advertisers is first provided on best effort basis, subject to delays due to any technical malfunction. Priority among Advertisers i.e., determined on the basis of the listing selected by the Advertiser and on the basis of Total Fee to be paid by the Advertiser. Nothing contained in the Contract shall be deemed to restrict or prevent GPS Directory from providing Users with Information about other Vendors whether in priority to the Advertisers or otherwise, as GPS Directory may in its sole discretion determine. The Advertiser acknowledges that GPS Directory will merely convey the Information to the Users on demand and does not guarantee that any of such User requests will result in business prospects for the Advertiser.
NO GUARANTEE OF BUSINESS:
GPS Directory does not guarantee that enquiries/leads will be generated by it for the Advertiser or that any of such enquiries/leads will be converted into business for the Advertiser.
GPS Directory is not obliged and does not market the offerings of Advertiser and shall not be obliged to recommend Advertiser to the Users. GPS Directory’s obligation under the Contract is limited to the obligations explicitly set out herein and in no event does GPS Directory undertake to generate or guarantee Enquiries or business to the Advertiser.
Advertiser shall indemnify and hold harmless GPS Directory, its affiliates, directors, officers, agents and employees from loss, or damage including attorney’s fee, arising from any claim asserted by any third party including any User due to or arising out of any action or inaction of Advertiser, its employees or agents, including but not limited to, intellectual property claims, any claims pertaining to incorrect or false information about the Advertiser that was provided to GPS Directory and any claims including but not limited to the quality or usefulness of the products or services of the Advertiser.
CONFIDENTIALITY AND RELATED OBLIGATIONS:
The Advertiser shall keep any information regarding the Users of the Service (“User Information”) confidential both, during the subsistence of this Contract and after its termination. The Advertiser shall not, without the prior written consent of GPS Directory, transfer (whether for consideration or otherwise) User Information to any third party for any reason whatsoever. The Advertiser is specifically prohibited from using the User Information for purposes of seeking any commercial gain out of said User Information. In the event GPS Directory is made aware of any such practice of the Advertiser in violation of the terms of this Contract, GPS Directory shall be entitled to terminate the Contract as well as initiate such legal proceedings against the Advertiser, as it may deem fit at its sole discretion and without prejudice to rights available to it under applicable law.
- (a) Advertiser represents and warrants that (i) it is a bona fide business organization carrying on business in relation to the items disclosed to GPS Directory; (ii) it has the rights to use the trademarks; (iii) the business carried on by Advertiser does not violate or infringe upon any law or regulation and all registrations, authorizations and /permission necessary approvals required for carrying on business have been procured by it; and (iv) all information provided about itself (Advertiser) to GPS Directory, is and shall at all times be accurate, valid and complete; (v) it would be solely responsible and liable for the information provided (including but not limited to the content or details pertaining to any intellectual property provided by the Advertiser to GPS Directory) to GPS Directory.(vi) Advertiser shall not have right to terminate the contract. For the purpose of clarity it is agreed between the parties that GPS Directory will not be liable to refund.
- (b) Additional Covenants (i) The Advertiser acknowledges and accepts that any grievance as to the Services will be entertained only as long as the Contract remains in force and that GPS Directory will not entertain such grievances post-expiry or termination of the Contract; (ii) Advertiser accepts that it is responsible to cross verify and ensure filling up of all the Advertiser details including but not limited to the contact information, information pertaining to its products/services provided by the Advertiser and keep GPS Directory updated in this regard.. In the event the relevant information form is not filled completely or accurately, the Advertiser would, by default, be bound by the explanation or description of the product/service or any other details of the Advertiser communicated by GPS Directory to the Users or any other third party; (iii) Advertiser hereby agrees to keep proper receipts, invoices and details for the transactions entered into by it (Advertiser) and the User; (iv) The Advertiser undertakes to provide a copy of the licenses/ registrations or any other documents including but not limited to valid Identity proofs such as ration card, aadhar card, pan card, passport, voter id card and residential proofs such as electricity bill, telephone bill, bank passbook etc, as required by it (Advertiser) to run the business. The Advertiser acknowledges that any breach of the covenants set forth herein may cause delay in activation, non-activation or termination of the Contract by GPS Directory, at its sole discretion. Advertiser further acknowledges that Advertiser shall not be entitled for any refund, compensation, damages, expenses, interest arising of out of business loss, claims, actions, inconvenience suffered by Advertiser from delay in activation of services, non-activation of services or termination of the contract due to their (Advertiser’s) fault of not providing documents, delay in providing the relevant documents or providing incomplete documents to GPS Directory. It is further acknowledged by an Advertiser that GPS Directory will be at no obligation to follow-up with Advertiser for the documents as mentioned herein and it will be Advertiser’s sole responsibility including but not limited to share all the relevant documents confirming their identity, address and business registration details with GPS Directory. (v) Advertiser hereby agrees and undertakes that during the term of this Agreement and after its termination of this Agreement (for any reason), it will not directly or indirectly forward leads/enquiries to any third party, mis-utilize, cheat, solicit, or usurp or attempt to solicit, divert or take away any of GPS Directory’s enquiries/leads. Any such conduct by Advertiser will lead to a termination of the contract and GPS Directory at its discretion will initiate proceedings against advertiser before appropriate forum. (vi) Advertiser hereby agrees and confirms that during the term of this Agreement and after its termination (for any reason), Advertiser will not directly or indirectly either for itself or for any other commercial enterprise, solicit, divert, hire or attempt to solicit, divert or usurp, any of GPS Directory’s employees, business or prospective users/callers. Advertiser shall not advertise or perform any solicitation, including but not limited to solicitation of users to use the services of Advertiser directly or promoting its services by any means whereby user are motivated to not to use the GPS Directory website/services or to use the Advertiser website/services directly. Any conduct by Advertiser that in GPS Directory’s discretion restricts or inhibits any other user/customer from using or enjoying the GPS Directory services will not be permitted. During the term of this Agreement and for 5 (five) years after any termination of this Agreement, Advertiser will not directly or indirectly, in any capacity:- (a) solicit any users of GPS Directory by means of providing discounts, gift coupons etc in the event users uses the website of Advertiser directly. (b) divert, entice, or otherwise take away from GPS Directory the business of any user/customer, or attempt to do so, or (c) solicit or induce any user/customer to divert or reduce its relationship with the GPS Directory.
DISCLAIMER AND LIMITATION OF LIABILITY:
To the fullest extent permitted by law, GPS Directory disclaims all warranties, express or implied, including without limitation for non-infringement, merchantability, satisfactory quality and fitness for purpose. To the fullest extent permitted by law, GPS Directory disclaims all guarantees regarding accurate Listing of the Advertiser. Advertiser understands that there may be errors in such positioning. Neither GPS Directory nor the Advertiser will be liable for any consequential, special, indirect, exemplary, or punitive damages (including without limitation loss of profits, revenue, interest, goodwill) whether in contract, tort (including negligence) or any other legal theory, even if advised of the possibility of such damages and notwithstanding any failure of essential purpose or of any remedy except for Advertiser’s indemnification obligation. GPS Directory’s aggregate liability to the Advertiser is limited to amounts paid to GPS Directory by Advertiser during immediately preceding the date of the claim. GPS Directory is also not liable for any claim owing to any misrepresentation of the information pertaining to the Advertiser so long as the information exhibited/ communicated by GPS Directory conforms to the Information made available by the Advertiser or its authorized representative.
- (a) Advertiser confirms that it will be solely responsible and liable for all matters between User and the Advertiser, including but not limited to transactions entered into between such User and the Advertiser. Further, it is hereby declared that GPS Directory does not verify the identity of the User of the Service and that the information provided to Advertisers is the information received from the User and will not be independently verified by GPS Directory.
- (b) In the event of receipt of multiple complaints from the Users regarding the Advertiser or Advertiser’s product/service, GPS Directory reserves the right to discontinue the provision of Service to the Advertiser or take any other action as deemed appropriate. Notwithstanding anything to the contrary contained in this Contract, GPS Directory may also forfeit the amount lying to the credit of such Advertiser and terminate the Contract at its sole discretion.
- (c) Advertiser also agrees that at no time shall GPS Directory vouch for or guarantee the performance of services or delivery of products by the Advertiser and GPS Directory will not be liable for any non-payment of amounts due to the Advertiser by any User.
- (a) The Advertiser may only terminate the Contract, by giving written notice (either by email or through registered post stating his intentions of discontinuing the Services.
- (b) GPS Directory reserves the right to terminate the Contract at any time, either with or without cause. If the Advertiser commits a breach of a material duty owed to GPS Directory, GPS Directory may, at its discretion, call upon the Advertiser to rectify the breach within stipulated time from receipt of notice, failing which GPS Directory may terminate the relationship between Advertiser and GPS Directory.
- (c) Upon termination of the Contract, GPS Directory will not be bound to delist the Advertiser as a Vendor and cease disseminating Information of the Advertiser to the Users. However upon termination, GPS Directory shall have the right to delist the Advertiser without prior intimation thereof to the Advertiser.
- (d) In case of technical difficulties in continuing the contract, GPS Directory reserves the right to terminate the contract by giving written/oral intimation to the advertiser.
- (e) Upon termination of the Contract, either by efflux of time or by determination under this Contract, the balance of the deposit placed by the Advertiser with GPS Directory, if any, (after deducting payments for the period/tenure for which Services have already been provided by GPS Directory) shall be retained by GPS Directory. Under no circumstances, shall the Advertiser be entitled to claim a refund of amounts already paid to GPS Directory.
Notices shall be sent by email or facsimile to the facsimile number/ email addressed notified by GPS Directory/Advertiser from time to time in writing and shall be followed by notice by registered post and dispatched through a reputed courier. Any notice refused by an Advertiser would be deemed to have been legally delivered and Advertiser will be deemed to have notice of the contents of such notice.
MODIFICATIONS TO TERMS OF SERVICE:
GPS Directory reserves the right to change the terms of the Contract or the Terms of Service at any time without any prior notice to the Advertiser. Changes to the terms of the Contract or the Terms of Service shall come into effect upon from the time it is put up on the Website or by any other mode of communication as may be determined by GPS Directory. For Terms of Service with Advertiser visit http://www.gpsdirectory.net/Terms-of-Use.
GPS Directory is entitled to charge the Advertiser for all the taxes and charges (now in force or enacted in future) that are or may be imposed on the said Services and Listing fees (including bids arising out of Advertiser's relationship with GPS Directory) and Advertiser hereby agrees to pay the said taxes and charges promptly without raising any objections. Advertiser also agrees that in the event the said taxes and charges are not charged by GPS Directory the same shall be paid by the Advertiser directly to the authorities concerned without raising any objection. The Advertiser further agrees that the taxes and charges payable under this Clause is in addition to the fee paid by the Advertiser for the Listing and Services rendered by GPS Directory. i) All TDS deductions, form no. 16A should be sent at firstname.lastname@example.org ii) Advertisers fall in category of Advertisement Services under section 194C of Income Tax Act, wherein maximum TDS rate is mentioned as 2%. iii) Service Tax and GST is levied as per existing government policy. iv) Pursuant to Income Tax circular No 1/2014 dated 13-01-2014 TDS should not be deducted on service tax.
- (a) GPS Directory's interpretation of the Contract shall be final and binding on Advertiser.
- (b) Advertiser agrees that no joint venture, partnership, employment, or agency exists between Advertiser and GPS Directory and that the Advertiser is not entitled to bind GPS Directory by its actions.
- (c) GPS Directory is subject to existing laws and legal process and nothing contained in the Contract is in derogation of GPS Directory's right and obligation to comply with the law.
- (d) If any clause or part thereof of the Terms of Service is held to be invalid or unenforceable then the invalid or unenforceable clause/ provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and is nevertheless valid and enforceable and the remainder of the Terms and Conditions shall continue in effect. Such revision to the Terms and Conditions will be deemed to have been in effect from the Effective Date.
- (e) Advertiser may not assign any rights or obligations against GPS Directory without GPS Directory's prior written consent. GPS Directory reserves the right to transfer any right or obligation against Advertiser by issuance of notice of such assignment to the Advertiser. Upon such assignment, the assignee shall be bound by the Terms and Conditions in the same manner as GPS Directory and GPS Directory shall cease to have any liability to Advertiser. However, the Parties agree that GPS Directory has an unfettered right to assign the Terms of Service and the Advertiser is only entitled to a notice of such assignment. The Parties further agree that assignment of the Terms of Service by GPS Directory will not be subject to Advertiser’s consent.
- (f) GPS Directory shall not be responsible for any delay or deficiency due to any force majeure events such natural disasters, acts of terrorism, civil labor strife, labor and transportation strikes. During a force majeure event, the obligations of GPS Directory under the Terms of Service will stand suspended.
- (g) Nothing in the Contract obliges or will be deemed to oblige GPS Directory to provide any credit to the Advertiser.
- (h) Advertisers agrees that GPS Directory reserves its right to present the payment mandates i.e. ECS / CCSI / NACH any number of times to receive its just dues / payments for the services rendered under this terms of service.
All disputes, differences and/or claims arising out of the Contract shall be settled by Arbitration in accordance with the provisions of Arbitration and Conciliation Act, 1996 or any statutory amendment thereof. The dispute shall be referred to a single arbitrator who shall be appointed by the authorized representative/ Director of GPS Directory. The Advertiser shall not challenge the nomination of Arbitrator or his award on the ground that the nomination is made by authorized representative/ Director of GPS Directory. The arbitration proceedings shall be held at Coimbatore and the arbitration shall be conducted in English Language. The award of the Arbitration shall be final and binding on the Advertiser and GPS Directory. The arbitrator will pass a written and reasoned award and will be entitled to award cost of the proceedings.
These Terms, including any Annexures, along with the invoice Form hereto forms a single Contract between the Parties hereto and constitute the entire understanding between the Parties with regard to the subject matter hereof and supersede any other Contract between the Parties relating to the subject matter hereof.
AMENDMENTS AND WAIVERS:
No waiver by any Party of any term or condition of the Contract, in any one or more instances, shall be deemed to be or construed as a waiver of the same or any other term or condition of the Contract on any future occasion.