terms of service
Welcome to Locate Load.com (here after known as "LOCATE LOAD”) web site! Which is provide by Eclectic Webware Solutions (EWS) ABN 48 128 985 277. This web site provides freight load-matching service giving information for Dispatchers of freight and Drivers of freight, include Transport Agents or Brokers, in an open Internet marketplace throughout country. Please read this Terms of Use (hereinafter "Agreement") before signing up as a member (hereinafter "USER" or “MEMBER”) in order to access and use this web site. This Agreement between “Locate Load” and the USER is effective upon creating a membership account. The USER, acknowledges and agrees to the following terms and conditions: BY ACCESSING OR USING ANY PART OF “LocateLoad.com” online freight matching service or any other parts of THIS SITE, YOU UNDERSTAND AND EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY ALL OF THE TERMS OF USAGE EXACTLY AS IF IT WERE PRINTED ON PAPER AND SIGNED BY YOU. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF USAGE, YOU DO NOT HAVE “LOCATE LOAD’S” PERMISSION TO ACCESS OR USE ANY PART OF THIS SITE. ANY SUCH UNAUTHORIZED USE IS STRICTLY PROHIBITED.
1. acceptance of terms
When using the Service (including completion of the registration process to become a member or subscriber), you must agree to the terms of service of this Agreement, which EWS in its discretion may change from time to time. We will post a notice on our web site and where possible an email will be sent to you, informing you of any changes to the Terms or Service. Your continued use of the Service will signify your acceptance of the changed Terms. Unless explicitly stated otherwise, any new features that augment or enhance the Service shall be subject to this Agreement. This Agreement may not otherwise be modified except in writing and signed by an authorised officer of Locate Load.
2. use of service
The Service is only available to individuals or companies (or other legal entities) who can form legally binding contracts under applicable law. Individual Subscribers must be at least 18 years of age. Locate Load may, in its sole discretion, can refuse the Service to anyone at any time and without reason.
3. services provided
USER – Drivers may be entitled to post and search for available loads and trucks and use any other freely offered services integrated within our web site. User - Dispatchers is entitled to post freight and search for available trucks and use any other freely offered services integrated within our web site.
4. reservation of rights
Locate Load reserves the right to modify, in any manner at any time, the covered services. USER’s understands and agrees that it has no claims, causes of action or rights against Locate Load for modifications of the covered services. Locate Load reserves the right at any time to discontinue the covered services. USER’s understands and agrees that it has no claims, causes of action or rights against Locate Load or EWS for discontinuance of the covered services.
5. registration obligations
If you register with us via the automated online registration form, from our websites, you agree to:
5.1. Provide true, accurate, current and complete information about your organisation (or yourself in the case of an individual member) as prompted by the member registration form on our websites, or, where a Locate Load Sales Consultant assists you with the registration, you will be asked to agree to these terms before acceptance of your membership, and
5.2. Maintain and promptly update the member information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, Locate Load has the right to suspend or terminate your registration and/or refuse any and all current or future use of the Service (or any portion of it). If you have registered with us on behalf of a company or other entity, then you represent and warrant that you have the authority to bind such company or other entity to the Terms.
6. fees and payments
6.1. In consideration of being granted a password and username and being granted access to the Service you agree to pay to Locate Load for any membership fees generated. If a fee is payable, the pricing and options appear on our websites under Fees.
6.2. As Locate Load is a transaction fee based membership web site. Payment for all Services is due in advance no later than the 1st day of the each month;
6.2.1. Payment will be made by registered credit card. Credit card details will be required as part of the automated registration form on the website prior to gaining access to the website.
6.2.2. Should payment not be made or credit card payment cancelled or stopped, your access rights may be suspended until full payment of the overdue amount is received and cleared.
6.2.3. Membership renewal fees are automatically billed to USER'S Credit Card.
6.2.4. A USER’s monthly access fees are payable in advance, any additional charges such as SMS (short messaging service) will be charge at the next months billing cycle.
6.2.5. USERS, at their discretion, may cancel their membership at any time without cause. (See below for instructions on how to cancel membership.)
6.2.6. An initial fifty ($50) dollars in advance will be charged to your credit card after the first successful transation, future transactions will be deducted from this initial amount until the funds have been exhausted, at be point in time, you will be requested to nominate another amount.
6.3. Invoices are system generated and emailed to you directly each month.
7. outstanding fees
Every effort will be made by Locate Load to collect payment from you however; Locate Load may, at its sole discretion, engage a collection agency to collect any overdue payments on our behalf. In some jurisdictions, the costs of engaging a third (3rd) party to collect outstanding payments can be passed to the customer. It is your responsibility to pay us for services we provide to you and by the due date.
8. service included within the access
The monthly membership access fee includes the following;
8.1. Unlimited online searches and use of the Locate Load.com website and;
8.2. Unlimited use of the e-mail notification service and;
8.3. Unlimited posting of Dispatching load notices.
8.4. Access as a single USER. (Additional USERS may be established may attract additional charges according your requirements).
9. fees not included within the monthly access fee
9.1. The monthly membership fee does NOT include any SMS that you have requested to be sent or received by you as the USER. SMS will be charged in addition to your monthly access fee at a rate specified on the pricing webpage.
9.2. In addition the Drivers (only) monthly access fee includes the first 10 (ten) successful load bids and matched to the winning Driver additional successful load matching bids won by the Driver (above the original 10 loads) will incur an additional charge as specified on the pricing webpage shown as “additional successful load match”. Unless otherwise stated, where the Dispatcher has agreed to pay for the successful load match.
10. free services
In some circumstances, “locateLoad.com” website portals are provided to organisations where - Dispatchers whom pay Locate Load a fee to conduct “load” communication service with their drivers or sub-contractors under their own website. Access to the Service may be provided to the USER without charge unless otherwise stated. The provisions of this clause remain where fees apply.
11. no direct or indirect solicitation outside the website
As USER either Dispatchers or DRIVER MEMBERS of Locate Load, you agree that you will NOT engage directly or indirectly in back-solicitation as a result of any information contained within the online load matching service. Should Locate Load determine that a USER or MEMBER has engaged in back-solicitation, Locate Load reserves the right to immediately cancel that USER’s membership WITHOUT refund (if a refund applies).
12. user name, password and security
After successful registration as a USER / MEMBER you will receive an e-mail which comprises of your selected username and password please ensure that you comply with the following conditions
12.1. The USER are solely responsible for maintaining the confidentiality of your user name and password and you are fully responsible for ensuring your details remain confidential to you.
12.2. In addition, you undertake to ensure that those entrusted with any additional general user accounts are also familiar with these Terms.
12.3. You agree that you as the Member will be wholly responsible for all actions taken and any losses, costs or claims whatsoever incurred as a result of usage of the services provided by Locate Load.
12.4. USER agrees to notify immediately of any unauthorized use of your account or any other breach of security including that of your general user accounts, and any unauthorised use of your password or username
12.5. Ensure that you properly exit the Website at the end of each session. Locate Load will not be liable for any loss or damage arising from your failure to comply with this term.
12.6. You agree not to sell, transfer, or assign your use of or access to this web site to any third (3rd) party.
12.7. USER is solely responsible for any and all activities that are conducted through your account
12.8. Locate Load will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge
12.9. You may not use anyone else's account at any time, without the permission of the account holder.
13. online content
13.1. USER understands and agrees that Locate Load reserves the right, but has no obligation, to delete, review, and/or edit any information, data, text, software, photographs, images, graphics, messages or other material ("Content") by our sole discretion.
13.2. USER may not modify, copy, distribute, broadcast, transmit, reproduce, publish, mirror, frame, license, transfer, sell, or otherwise use any information or material obtained from you or through this web site unless Locate Load makes it clear that you can do so.
14. copyright
The content within our websites, such as text, graphics, images and other material ("Material"), are protected by copyright under foreign laws. Unauthorised use of the Material may violate copyright, trademark, and other laws. You must retain all copyright and other proprietary notices contained in the original Material or any copy you make of the Material. You may not sell or modify the Material or reproduce, display, publicly perform, distribute, or otherwise use the Material in any way for any public or commercial purpose. If you breach any of these Terms, your permission to use the Material automatically terminates and you must immediately destroy any copies you have made of the Material. The on selling of content made available to you on Locate Load websites or through email or SMS notification to you is strictly prohibited and will result in immediate suspension or cancellation of the Service and possible prosecution.
15. privacy policy
Locate Load will only use any personal information you provide to us in accordance with our Privacy Statement. The complete terms of our Privacy Statement are provided on our websites. However in brief; It is our policy that personal information, such as your name, postal and e-mail address or telephone number, is private and confidential. Accordingly, the personal information USER provides is stored in a secure location is accessible only by designated staff and is used only for the purposes for which you provide the information. For example, when USER posts an available load, or truck, on Locate Load, the load specification and not your contact information specified in creating your account are accessible on Locateload.com system by other users.
16. no release of information third (3rd) parties
Personal information will not be released to third (3rd) parties except to further the purpose for which you provide the information, unless the release is required by law or is pertinent to judicial or governmental investigations or proceedings. There are no other circumstances under which we will provide or sell personal information to third (3rd) parties.
17. submission of load bids
For the purpose of this Agreement, Load bids are any offer for supply of goods or services that you make to a specific response to a specified load notice from a Dispatching Party that you may access via the Service. You acknowledge and agree to the following:
17.1. By agreeing to these terms and conditions, you acknowledge that Locate Load can not and will not act in any capacity (including but not limited to your agent or intermediary) with respect to influencing or amending the rules, practices or procedures of the Dispatching Party including (but not limited to) deadlines.
17.2. If you are the successful Bidder in relation to any Load notice you will be automatically notified by the Locate Load system either by email, notice board, SMS or combination depending upon which service you have agreed to subscribe too.
17.3. In the event a USER are in dispute with a Dispatching Party, the USER hereby release Locate Load (and its officers, employees, agents and associates) from any and all claims, demands and damages whatsoever and hereby indemnify Locate Load in respect of any claims, demands and damages whatsoever made against Locate Load by a third (3rd) party (including a Dispatching Party) in relation to the Service provided.
18. restriction on use
You agree that you will not use the Website to:
18.1. Impersonate any person or entity or misrepresent your or anyone else’s affiliation with you or anyone else;
18.2. Upload, post email or otherwise transmit any unsolicited or unauthorised advertising, or promotional material;
18.3. Upload, post email or otherwise transmit any data file containing software viruses or any other computer code designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
18.4. Act in a manner that negatively affects the ability of any USER, Member, Dispatching Party, non-member user or Locate Load itself (together "User") to engage in reasonable usage of this Website;
18.5. Interfere with or disrupt the services of the Website; transgress any applicable regulations, rules or statutory provisions of local laws or any other relevant jurisdiction or any order or rule of any court of competent jurisdiction.
18.6. Furthermore, its is in Locate Load, sole discretion, determines that a transgression of the terms and conditions has occurred, Locate Load may pursue any of its legal remedies, including but not limited to immediate cancellation of a USER’s account. Locate Load reserves the right (in its sole discretion) to take any actions that it believes prudent or necessary to minimise or eliminate its potential liability, including but not limited to the release of any Subscriber’s information to a third (3rd) party.
19. locateload may terminate your service
You agree that Locate Load, in its sole discretion, may terminate your USER or MEMBER password and username designation or use of the Service, and remove and discard any information or data (including load postings or load bids) you provide to us or another USER for the following conditions but not limited too.
19.1. You have transgressed this Agreement
19.2. Use of Locate Load for any unlawful purpose or in an unlawful manner;
19.3. USER's failure to comply with all local, state and federal laws and regulations applicable to the operation of USER's business;
19.4. USER's intentional input of false information into Locate Load and;
19.5. USER's repeated input of inaccurate information into Locate Load;
19.6. USER'S failure to fulfil financial or other obligations to other USER's of Locate Load;
19.7. The receipt by locate Load of a complaint(s) against USER
19.8. Locate Load may terminate your service also in accordance to clause 11 “No Direct or Indirect Solicitation outside the website”. You agree that any termination of your access to the Service under any provision of this Agreement may be effected without prior notice, and acknowledge and agree that Locate Load may immediately deactivate or delete your account and related information and files in your account and/or bar any further access to such files or the Service. Furthermore you agree that Locate Load shall not be liable to you or any third (3rd) party for any termination of your access to the Service. In addition, its is in Locate Load, sole discretion, determines that a transgression of the terms and conditions has occurred, Locate Load may pursue any of its legal remedies, including but not limited to immediate cancellation of a USER’s or MEMBER’s account, and or a financial claim for any loss monies or income. Locate Load, therefore reserves the right (in its sole discretion) to take any actions that it believes prudent or necessary to minimise or eliminate its potential liability, including but not limited to the release of any USER’s or MEMBER information to a third (3rd) party Finally, your membership to Locate Load is non-refundable (where a fee is payable) and non-transferable, if terminated for the above reasons.
20. cancellation of the service
If USER wants to cancel their membership, USER must log into their Personal Control Panel and select Manage My Account and locate where to automatically cancel USER'S membership account. After USER completes this, USER will not be billed again and their account will automatically close after their current billing cycle is finished. We do NOT accept cancellations over the telephone.
21. disclaimer
Unfortunately, we cannot always foresee or anticipate technical or other difficulties. These difficulties may result in loss of data or other service interruptions. For this reason, YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED ON AN ’AS IS’ AND ’AS AVAILABLE’ BASIS. LOCATE LOAD EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRRINGEMENT. LOCATE LOAD MAKES NO WARRANTY THAT;
21.1. THE SERVICE WILL MEET YOUR REQUIREMENTS;
21.2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
21.3. THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
21.4. THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL, (WHETHER AS PART OF OR AS A RESULT OF A LOAD BID OR OTHERWISE) OBTAINED BY YOU OR ANY USER THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS.
21.5. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.
21.6. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM LOCATE LOAD OR THROUGH OR FROM THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE AGREEMENT.
22. limit of liability and indemnification
22.1. USERS EXPRESSLY UNDERSTAND AND AGREE THAT LOCATE LOAD SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF LOCATELOAD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM
22.1.1. THE USE OR THE INABILITY TO USE THE SERVICE
22.1.2. THE COST OF ACQUIRING OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICE
22.1.3. UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA;
22.1.4. STATEMENTS OR CONDUCT OF ANY THIRD (3rd) PARTY ON THE SERVICE; OR
22.1.5. ANY OTHER MATTER RELATING TO THE SERVICE.
22.2. Locate Load does not underwrite the identity of any USER, MEMBER, DISPATCHER, DRIVER or third (3rd) Party or other user of the website and will not be held liable for any losses, costs or claims whatsoever arising out of any fraudulent or mistaken identity assumed by any party using the website or any unauthorised use of any digital certification issued thereunder.
22.3. LOCATE LOAD DOES NOT MAKE ANY REPRESENTATIONS OR WARRANT ANY OF THE INFORMATION MADE AVAILABLE BY USER, MEMBER, DISPATCHER, DRIVER or THIRD (3rd) PARTIES. YOU AGREE THAT LOCATE LOAD SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY INFORMATION, TRANSACTION, TRANSMISSION, SUBMISSION, CORRESPONDENCE, STORAGE, IDENTIFICATION, SCREENING, COMPLIANCE ISSUES, ISSUE OF DIGITAL IDENTIFICATION, UNLAWFUL TRANSACTIONS BY OTHER PERSONS IN CONNECTION WITH OR ARISING OUT OF ANY LOAD MATCHING SERVICE EXERCISE.
22.4. NOTHING IN THIS CLAUSE EXCLUDES LOCATE LOAD’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED THROUGH THE NEGLIGENCE OF LOCATE LOAD, ITS EMPLOYEES, SERVANTS OR AGENTS, NEITHER DOES IT SEEK TO EXCLUDE LIABILITY FOR FRAUDULENT MISREPRESENTATION BY LOCATE LOAD.
22.5. USER also understands and agrees that Locate Load does not offer any representations or warranties, expressed or implied, including, without limitation, any representations or warranties as to;
22.5.1. the willingness of any Dispatcher’s, Driver’s, Agent’s or broker’s to use the USER’s of website;
22.5.2. The accuracy of information or data entered into the website database;
22.5.3. The quality of the transportation provided by any Dispatcher’s, Driver’s, Broker’s, Agent’s listed with the website;
22.5.4. The compliance of any Dispatcher’s Driver, Agent or Broker with local, state or federal laws governing the Dispatcher’s or Driver’s business.
22.5.5. The availability of loads or trucks.
22.6. Accordingly, USER agrees that Locate Load is not and will not be responsible or liable for, and USER agrees to hold harmless and indemnify Locate Load from and against any losses, claims, liabilities or expenses of any nature whatsoever incurred by USER, USER's company, or any Dispatcher, Driver or Driver’s Broker Agent, Broker / Agent’s or Dispatcher's or Driver’s employees, agents or customers where such losses, claims liabilities or expenses pertain to a relationship between USERs and any Disptacher, Broker or Driver arising out of the USER's use of Locate Load. Such claims in this paragraph include, without limitation, claims for damages caused by input of accurate, inaccurate or false information into Locate Load.
22.7. USER's relationship between any Dispatcher, or Driver, is separate from and independent of the USER's agreement with Locate Load. USER understands Locate Load does not intend or seek in any manner to participate in any relationship between the USER and any Driver, Broker Agent, independent owner/operator or Dispatcher that arises out of the USER's use of Locate Load, unless otherwise expressed in a signed written agreement between USER and Locate Load.
22.8. Furthermore, Locate Load does not warrant or guarantee or have control over the availability of accelerate the movement of freight for any particular day or location, nor does it warrant or guarantee or have control over what the rates or payment terms for any accelerated freight will be.
22.9. USER agrees and understands the relationship of Locate Load to the USER is that of an information resource publisher only.
22.10. In cases of any losses not otherwise excluded by a term of this Agreement, Locate Load’s total liability (whether in contract, tort, including negligence, or otherwise) under or in connection with this Agreement, or based on any claim for indemnity or contribution will not exceed the sum of a single months access fee paid by you to Locate Load.
23. limitation of remedies
IN NO EVENT, UNDER NO CIRCUMSTANCES (INCLUDING, BUT NOT LIMITED TO, THE MALFUNCTION OF LOCATE LOAD OR OF THE HOST'S WEB SERVER OR ANY OTHER EQUIPMENT), SHALL LOCATE LOAD BE LIABLE TO USER FOR LOST PROFITS, INCIDENTAL OR CONSEQUENTIAL DAMAGES.
24. indemnity
You agree to indemnify and hold Locate Load and our subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand (including legal expenses and the expenses of other professionals) made by a third (3rd) party owing to or arising out of your breach of this Agreement or the documents it incorporates by reference (including, without limitation use of digital certification for an unauthorized purpose), or your violation of any law or the rights of a third (3rd) party.
25. waiver
No waiver by either party of any breach of terms contained in this Agreement by the other party shall be construed as a waiver of any succeeding breach of the same or any other term or condition.
26. compliance with laws
You shall comply with all applicable laws, statutes, ordinances and regulations regarding your use of the Service and your participation in any posting loads or load Bids, complying with all applicable laws regarding the transmission of technical data exported from the country in which you reside or other relevant jurisdiction.
27. no agency
USER’s, MEMBER’s, Locateload and third (3rd) Parties are each independent contractors, and no agency, partnership, joint venture employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.
28. links to other sites
28.1. The Locate Load may in its sole discretion, or third (3rd) parties may provide, links to other world wide websites or resources. Because Locate Load has no control over such sites and resources, you acknowledge and agree that Locateload is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. These websites have not necessarily been reviewed by Locate Load and are maintained by third (3rd) parties over which Locate Load exercises no control.
28.2. You further acknowledge and agree that Locate Load shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.
28.3. Locate Load expressly disclaims any responsibility for the privacy policies, information collection practices, the content, the accuracy of the information, and/or quality of products or services provided by or advertised on these third (3rd)party websites.
28.4. Locate Load does not, directly or indirectly, imply any approval, association, sponsorship, endorsement, or affiliation with any third (3rd) party or any website or the products or services provided by any third (3rd) party.
28.5. USER's linking to any other third (3rd) party websites is at your own risk. Without our prior written consent, you agree that you will not link material on this web site to another website, or associate or frame material in this web site with another website or materials of any entity
29. notices
Except as explicitly stated otherwise, any notices shall be given by email to Locate Load or to the email address you provide to Locate Load during the registration process (in your case), or such other address as the party shall specify. Notice shall be deemed given twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you notice by prepaid postage to the address provided to Locate Load during the registration process. In such case, notice shall be deemed given four (4) days after the date of mailing.
30. force majeure
Locate Load shall not be liable to you for delays and failures in performance resulting from causes beyond our reasonable control, including, but not limited to, acts of god, labour disputes, disturbances, material shortages, or rationing, riots, acts of war, government regulations, communication or utility failures, or casualties.
31. separability of provisions
Both parties expressly agree that if any section, sentence, paragraph, clause or combination of the same of this Agreement is found to be in violation of any law, such section, sentence, paragraph, clause or combination of the same shall be inoperative and the other parts of this Agreement shall remain binding upon the parties.
32. assignment
Locate Load may assign this Agreement without your consent. Furthermore this Agreement is not assignable, in whole or in part, by USER without prior written approval of Locate Load.
33. miscellaneous
This Agreement constitutes the entire agreement between you and Locate Load and governs your use of the Service, superseding any prior written or oral agreements between you and Locate Load. The Agreement shall be governed by the laws of the country in which Locate Load is represented and the parties submit to the exclusive jurisdiction of them. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. Headings are for reference purpose only and in no way define, limit, construe or describe the scope or extent of such section. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to subsequent or similar breaches. References to the singular shall include the plural and vice versa.
