AI LOYALTY PROGRAM AGREEMENT
This AI Loyalty Program (The “Package”, “Digital Ranks” OR “Digital Package”, “Schedule” or “Plan” or “Agreement” or “AI Loyalty Program Agreement”) is an electronic record in the method of an electronic contract made under the IT Act, 2000 and rules made there and the amended provisions relating to electronic records / documents in several rulings as modified by the IT Act, 2000.
This is a computer generated electronic record / document / agreement and does not require any physical, electronic or any digital signature.
This AI Loyalty Program Agreement comprises the terms and conditions declared in this agreement of AI Loyalty Program (the “Package”) are legally binding contract between the Arha Retail Place Private Limited., ("We,” “us,” or “our” means ACEINLET.com) and the User (“You” or “your” or “Loyalty Account Holder” or “AI Loyalty Program / Package Participant” or “Member” or “Membership”) and pronounces the terms on which ACEINLET.COM offers your participation in the Package. A “site” means a website.
BY REGISTERING TO OPEN AN ACCOUNT IN AN ACENILET.COM SITE AND ENABLING TO JOIN AI LOYALTY PROGRAM YOU AGREE TO THE TERMS AND CONDITIONS OF THIS AI LOYALTY PROGRAM AGREEMENT, OR BY CONTINUING TO PARTICIPATE IN THE PACKAGE FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED AI LOYALTY PROGRAM AGREEMENT, OR REVISED DOCUMENTATION ON THE ACEINLET.COM SITE, THAT YOU (A) AGREE TO BE BOUND BY THIS LOYALTY PROGRAM AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF JOINING IN THE PROGRAM AND NOT RELYING ON ANY DEPICTION, ASSURANCE, OR DECLARATION OTHER THAN AS SPECIFICALLY STATED IN THIS AI LOYALTY PROGRAM AGREEMENT; AND (C) HEREBY EXEMPLIFY AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO DEALS / AGREEMENTS AND YOUR ARE NOT A MINOR, AND FURTHER CONFIRM THAT YOU ARE AND WILL ABIDE BY THE RULES & REGULATORY COMPLIANCE REQUIREMENTS OF THIS AI LOYALTY PROGRAM AGREEMENT, INCLUDING THE PACKAGE MEMBERSHIP REQUIREMENTS.
Capitalized terms used and not defined herein will have the respective meanings given to such terms in this Agreement. Please ensure that you read this Loyalty Program Schedule carefully, as your acceptance of its terms and conditions will occur when you first register and join our Loyalty Program at various levels and/or use the Loyalty Program Service. For greater certainty, this Loyalty Program Schedule is part of the Agreement and remains subject to all of the other applicable terms and conditions of the Agreement. To the extent of any inconsistency between the terms and conditions of this Loyalty Program Schedule and any other provision of the Agreement, the terms and conditions of this Loyalty Program Schedule will govern with respect to the Loyalty Program Service. ACEINLET.com reserves the right to unilaterally change the Terms and Conditions at any time without having to inform the Cardholder of this individually and without any right to compensation for the Cardholder by posting an alert or amendments or updating the changes in this electronic Agreement. Your continued use of the Loyalty Program Service after such notification constitutes acceptance of any amendment, restatement, supplement or any other modification to this Loyalty Program Schedule. The Cardholder undertakes to reread the AI Loyalty Program terms and conditions on our site on a regular basis. Your use of an AI Loyalty Program service after such notification shall imply acceptance of the changed terms and conditions. If the Cardholder does not accept the changes, he or she may cancel their participation by writing to us to terminate their membership.
The following is a list of definitions that will assist you in understanding this Schedule.
“Applicable Law” means any law, rule, statute, regulation, order, judgment, decree, treaty or other requirement having the force of law.
“Cardholder Terms and Conditions” shall have the meaning ascribed to it in Section 4.2.
“Loyalty Card” means a digital loyalty card that you avail from us by making eligible purchases and to present us after announcement of the raffle within the stipulated period.
“Loyalty Card Classification” means the Loyalty Cardholders are categorized based on their minimum purchases on our site in a single transaction.
“Loyalty Card Ranks” means based on your minimum purchases, the loyalty cards are positioned under different names such as “AI A 2 Z Eats”, “AI Travel India”, “AI Travel Asia”, “AI Lakhpati ₹.1,00,000/=”, “AI Lakhpati ₹.3,00,000/=”, “AI Millionaire Card, ₹.10,00,000/=”, “AI Millionaire Card, ₹.30,00,000/=” and “AI Crorepati, ₹.100,00,000/=” all are known as Loyalty Card Ranks.
“AI – A 2 Z Eats” means, your minimum purchase has to be nothing less than net Rs.599/= in a single transaction excluding shipping and other charges, if any, nevertheless one out of every such 1200 clients , will be the AI A 2 Z Eats winner. The AI A 2 Z Eats winner will be provided with free eats package, either lunch or dinner for 2 persons in a city that is indicated in the client’s address & the terms and conditions of aceinlet.com will apply.
AI – A 2 Z Eats card is valid for 365 days & at times the same can be extended.
AI – A 2 Z Eats card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets eats package for 2 persons.
“AI - Travel India” means, your minimum purchase has to be nothing less than net Rs.999/= in a single transaction excluding shipping and other charges, if any, nevertheless one out of every such 1200 clients , will be the AI Travel India . The AI Travel India winner will be provided with free travel package within India for 2 adults for 2 nights which includes air fare, stay in hotel & food as per the terms and conditions of aceinlet.com.
AI - Travel India card is valid for 365 days & at times the same can be extended.
AI - Travel India card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets travel package for 2 persons to travel in India.
“AI Travel Asia” means, your minimum purchase has to be nothing less than net Rs.1,599/= in a single transaction excluding shipping and other charges, if any, nevertheless one out of every such 1200 clients , will be the AI Travel Asia . The AI Travel Asia winner will be provided with free Asia travel package to any one Asian country but limited at the sole discretion of AI country listings. The package will be for 2 adults for 2 to 4 nights which includes fare, stay in hotel & food as per the terms and conditions of aceinlet.com.
AI Travel Asia card is valid for 365 days & at times the same can be extended.
AI Travel Asia card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets travel package for 2 persons to travel in Asia.
“AI Lakhpati, ₹.1,00,000/=” means, at any given time, a customer must have made a minimum purchase of ₹.2,400/=, at least once in a single transaction to get allotted to a loyalty card called “AI Lakpati” ₹.1,00,000/=, AI Lakhpati, ₹.1,00,000/= card holder will enjoy all additional benefits like cash discounts covering extra reward points & loyalty promotion discounts, other benefits like free delivery & insurance cover. A customer on attaining a total shopping worth ₹.9,600/= or above in a year from the date of his first minimum purchase value, and having maintained not less than ₹.2,400/= or above in each purchase, he or she becomes eligible for a raffle of Rs.1,00,000/=..
AI Lakhpati, ₹.1,00,000/=” card is valid for 365 days & at times the same can be extended.
AI Lakhpati, ₹.1,00,000/=” card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets Rupees one lakh (Rs.1,00,000/=) cash prize.
“AI AI Lakpat ₹.3,00,000/=" means you need to earn 100 points, at any given time, a customer must have made a minimum purchase of ₹.2,900/=, at least once in a single transaction to get allotted to a loyalty card called “ AI Lakpat ₹.3,00,000/=". “AI Lakpat ₹.3,00,000/=" card holder will enjoy all additional benefits like cash discounts covering extra reward points & loyalty promotion discounts, other benefits like free delivery & insurance cover. A customer on attaining a total shopping worth ₹.23,200/= or above in a year from the date of his first minimum purchase value, and having maintained not less than ₹.2,900/= or above in each purchase, he or she becomes eligible for a raffle of Rs.3,00,000/=.
AI AI Lakpat ₹.3,00,000 card is valid for 365 days & at times the same can be extended.
AI AI Lakpat ₹.3,00,000 card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets Rupees three lakh (Rs.3,00,000/=) worth vouchers.
"AI Millionaire, ₹.10,00,000/=" means, at any given time, a customer must have made a minimum purchase of ₹.3,600/=, at least once in a single transaction to get allotted to a loyalty card called “AI Millionaire, ₹.10,00,000i”, AI Millionaire, ₹.10,00,000 card holder will enjoy all additional benefits like cash discounts covering extra reward points & loyalty promotion discounts, other benefits like free delivery & insurance cover. A customer on attaining a total shopping worth ₹.43,200/= or above in a year from the date of his first minimum purchase value, and having maintained not less than ₹.3,600/= or above in each purchase, he or she becomes eligible for a raffle of ₹.10,00,000/=.
AI Millionaire, ₹.10,00,000/= card is valid for 365 days & at times the same can be extended.
AI Millionaire, ₹.10,00,000/= card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets Rupees ten lakhs (₹.10,00,000/=).
"AI Millionaire, ₹.30,00,000/=” means, at any given time, a customer must have made a minimum purchase of ₹.5,100/=, at least once in a single transaction to get allotted to a loyalty card called “AI Millionaire, ₹.30,00,000”, AI Millionaire, ₹.30,00,000 card holder will enjoy all additional benefits like cash discounts covering extra reward points & loyalty promotion discounts, other benefits like free delivery & insurance cover. A customer on attaining a total shopping worth ₹.61,200/= or above in a year from the date of his first minimum purchase value, and having maintained not less than ₹.5,100/= or above in each purchase, he or she becomes eligible for a raffle of ₹.Rs.30,00,000/=.
AI Millionaire, ₹.30,00,000 card is valid for 365 days & at times the same can be extended.
AI Millionaire, ₹.30,00,000 card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets Rupees one crore (₹.30,00,000/=) worth vouchers.
“AI Crorepati, ₹.100,00,000/=” means you need to earn 1200 points, at any given time, a customer must have made a minimum purchase of ₹.6666/=, at least once in a single transaction to get allotted to a loyalty card called “AI Crorepati”, AI Crorepati card holder will enjoy all additional benefits like cash discounts covering extra reward points & loyalty promotion discounts, other benefits like free delivery & insurance cover. A customer on attaining a total shopping worth ₹.79,992/= or above in a year from the date of his first minimum purchase value, and having maintained not less than ₹.6,666/= or above in each purchase, he or she becomes eligible for a raffle of ₹.100,00,000/=.
AI Crorepati, ₹.100,00,000/=” card is valid for 365 days & at times the same can be extended.
AI Crorepati, ₹.100,00,000/=” card gets expired at the end of 365 days or once on the day the draw is over & the winner is announced or whichever is earlier. The winner gets Rupees one crore (Rs.100,00,000/=) worth vouchers.
Loyalty program participants have advantages over the others. As a member, you will get access to bigger discounts, top-secret offers, privileges in order management, super-fast information sharing and so on. The number of advantages depends on the program status.
“Loyalty Program Applicability means, all loyalty card holder are entitled to use their loyalty cards to avail the benefits only on those categories covered under loyalty programs.
"Loyalty Program Service” means the services provided by us pursuant to this Loyalty Program Schedule to facilitate and support your loyalty program.
“Personal Information” means any information about an identifiable individual (including, but not limited to, any participant of the Program).
“Points” means reward points awarded to participants of the Program while making their purchases on our site which can be used to redeem in their future purchases or retained to attain the eligible digital loyalty card, whichever is applicable. Reward points can be in percentage or in equivalent conversion as and when decided & updated accordingly.
“Program” means the loyalty program offered by us to you (customers).
“Loyalty Program Terminal” means a point‐of‐sale terminal that we certify for the Loyalty Program Service.
“Loyalty Program Transaction” means any transaction between you and us in which our AI Loyalty Card is used including, but not limited to an activation, a de‐activation, a purchase, a voiding or a balance inquiry regardless of whether the transaction is processed on a Loyalty Card.
“Qualified Purchase” means the minimum purchase value in a single transaction to qualify for a particular rank of AI Loyalty Program.
3. MEMBERSHIP & ELIGIBILITY
The AI Digital Loyalty Card is issued to the customers of ACEINLET.com on their purchases of our products for free of charge subject to the terms and conditions as set forth against each rank in this agreement and with no obligation to buy. The Loyalty Card is strictly personal, non-transferable. The Loyalty Card remains the property of aceinlet.com at all times and can be reclaimed from the Card Holder on first request.
This AI Loyalty Program is valid for Indian citizens alone and entitled to participate in this program of ours and is aged 18 years and above.
The employees or agents of ACEINLET.com and it’s event / marketing Agency, family members or the relatives, are not eligible to participate in the program. Any such entry, even if successful, would be deemed inadmissible for this program. We reserve the right to refuse entry to the Loyalty Program without stating a justification, and the right not to activate a Loyalty Card subject to our terms and conditions.
4. PARTICIPATION FEE
We do not charge any fee for our customers for participating in our AI Loyalty Program. Its an absolutely free.
5. REWARD PROGRAM EXPLANATION
The AI Loyalty Program is a free customer loyalty program that allows participants to earn “Rewards Points with qualifying purchases on ACEINLET.com. Participants may also earn Rewards Points by participating in Promotional Activities (defined in Section 5) that may be offered through the Rewards Program from time to time. Participants in the Rewards Program may redeem accumulated Rewards Points towards purchasing items on our site, the aceinlet.com and may also use the Rewards Points for other purposes as set forth or may be provided by aceinlet.com from time to time. These Rewards Terms provide a general overview of the Rewards Program. For more information about earning, calculating or redeeming Rewards Points, Tiers, Promotional Activities and other details, please refer our AI Loyalty Program Ranks under different names defined as above under the sub-headings of “DEFINATIONS”
6. BENEFITS AND USE OF OUR AI LOYALTY PROGRAMS
Our AI Loyalty Program is not a payment method.
You will be granted Reward Points only when your minimum purchase value is Rs.600/= and above.
The benefits related to the Loyalty Card cannot be combined with benefits of other promotional activities in the aceinlet.com marketplace.
The accumulated loyalty points can be redeemed but are never paid out to the Cardholder in cash subject to changes made as per Republic of India's rules & regulations.
The Loyalty Card holder if found to be inactive for a period of six months after the last purchase, and in any case of fraud or misuse, all accumulated loyalty points expire automatically and by right, and the membership of the Cardholder shall automatically be cancelled.
Loyalty Cards are alloted to customers for free of charge.
Loyalty Card holder will enjoy extra benefits of cash discounts & promotions under loyalty programs.
Loyalty Card holder, based on their rankings will be made eligible to participate for a raffle of that rank's raffle.
All loyalty card holder are provided with suitable insurance cover based on their rankings as specified.
All loyalty card holders are given a free delivery except for returns.
Loyalty card holders on attaining the set shopping slab will be given free packages like eats package, travel packages, & gift vouchers.
Any misuse of the Loyalty Card leads to immediate and ultimate disqualification for any further membership or use of the Loyalty Card.
7. SETTUING UP AN ACCOUNT & ENABLING THE LOYALTY PROGRAM
If you agree to the terms and condition contained in this agreement and willing to participate in our AI Loyalty Program, then you are required to create an account with ACEINLET.com by submitting mandatory minimum personally identifiable information, including your first name, last name, email address, mailing address, and phone number and then begin making qualified purchases to earn rewards and attain the Loyalty Rank Cards accordingly.
AI do not charge any establishment fee, or an ongoing subscription fee either per venue or whatsoever, and , which is agreed under a separate pricing schedule with most of the other store owners.
All rates are in Indian Rupees unless stated otherwise.
The members of Loyalty Program will be able to access the Reward Points in terms of percentage or flat or equivalent points in their account under “My Points”. The points will be reflected in each individual’s account only when ythey made the qualified purchases.
The Registered Member is entitled to receive points for each of their qualified purchase whether by value or quantity. The registered member is entitled to receive a particular Loyalty Rank Card upon achieving the required number of points in a single transaction.
8. PRIVACY / DATA COLLECTION
9. REPRESENTATIONS AND WARRANTIES
You represent, warrant, and covenant that (i) you are at least 18 years of age and have not been previously removed from or prohibited from receiving the Aceinlet.com Services, (ii) you will participate in the Package in harmony with this Agreement, (iii) your contribution in the Package will not break up any applicable laws, ordinances, rules, regulations, orders, licenses, permits, industry standards, judgments, decisions, or other requirements of any applicable governmental authority (including all such rules governing communications and marketing), (iv) you have the full corporate right, power and authority to enter into this Agreement and to perform the acts required hereunder; (v) your execution of this Agreement, and your performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; and (vi) the information you provide in connection with the Package is accurate and complete at all times. You can update your information by signing in into your account with us through our services.
We do not make any representation, warranty, or covenant regarding the amount of Program Fees you can expect at any time in connection with the Package, and we will not be liable for any actions you undertake based on your expectations.
10. TERM AND TERMINATION.
The duration of this AI Loyalty Program will begin upon our acceptance of your Registration and will end when terminated by either you or us. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written electronic notice of termination. We may withhold accrued reward points for a reasonable period of time following termination to ensure that the correct amount is paid if any or forfeited as set forth by us(e.g., to account for any cancelations or returns or be deprived of). In case of termination of this Agreement or your account, all your earned rewards will be forfeited and not transferable. No termination of this Agreement will relieve either party for any liability for any breach of, or liability accruing under, this Agreement prior to termination.
ACEINLET.com reserves the right at our discretion, to change, modify, add, or remove portions of this Agreement at any time (for instance to reflect updates to the ACEINLET.com Service or to reflect changes in the law). If ACEINLET.com changes this Agreement, we will provide you notice of these changes, such as by sending an email or posting a notice on the ACEINLET.com or updating the “Last Updated” date above. You will ensure to check this Agreement periodically for those changes as explained in one of the above paragraphs. Amendments may include, for instance, changes to the Program Fees, Package eligibility, Payment processes, and other Package requirements. IN A CONDITION WHERE ANY SUCH AMENDMENTS ARE OBJECTIONABLE TO YOU, YOUR ONLY OPTION IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PACKAGE SUBSEQUENT TO THE EFFECTIVE DATE OF ANY AMENDMENT OR MODIFICATIONS (FOR INSTANCE, THE DATE OF OUR POSTING OF A CHANGE NOTICE OR REVISED AGREEMENT OR THE DATE SPECIFIED IN ANY EMAIL TO YOU REGARDING SUCH MODIFICATION) WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW: (i) THE PROGRAM AND THE CONTENT AND MATERIALS CONTAINED THEREIN ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, EXCEPT AS EXPRESSLY PROVIDED TO THE CONTRARY IN A WRITING BY ACEINLET.COM; (ii) ACEINLET.COM, AND ITS AFFILIATES, PARTNERS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT AS TO THE PACKAGE, INCLUDING ANY INFORMATION, CONTENT OR MATERIALS CONTAINED THEREIN; (iii) EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES SET FORTH IN THIS AGREEMENT, ARHA RETAIL PLACE PRIVATE LIMITED OR ACEINLET.COM DOES NOT MAKE ANY REPRESENTATION OR WARRANTY IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ARHA RETAIL PLACE PRIVATE LIMITED OR ACEINLET.COM FOR THE PACKAGE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. YOU EXPRESSLY ACKNOWLEDGE THAT AS USED IN THIS, THE TERM “ACEINLET.COM” INCLUDES ARHA RETAIL PLACE PRIVATE LIMITED, ACEINLET.COM, IT’S OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS AND SUBCONTRACTORS.
You hereby release and agree to defend, hold harmless, and indemnify us, and/or our subsidiaries, affiliates, directors, officers, employees, agents, successors and assigns from and against any allegation or claim based on, or any loss, damage, settlement, cost, expense and any other liability (including but not limited to reasonable attorneys’ fees incurred and/or those necessary to successfully establish the right to indemnification), arising from or related to: (i) any act or omission by you, including, without limitation any breach of this Agreement (including your representations and warranties as stated above) or allegation or claim of negligence, strict liability, willful misconduct or fraud of you; or (ii) your access to or use of the Package.
14. LIMITATION OF LIABILITIES
Card holders, who attempt to obtain or have obtained benefits from the Loyalty Card by providing false information, or in another improper or fraudulent way, are liable for any resulting damage.
ACEINLET.com does not accept liability for any mistakes or errors whatsoever that arise during the course of publication of any advertisement or any loss of information or data or any damage thereto in each case as a result of circumstances beyond its reasonable control or which arise as a result of the acts or omissions of the Business.
Under any circumstances whatsoever, and with no exception with regard to the grounds of liability, the liability of ACEINLET.com is limited to the amount of the benefit that the Cardholder would be or has been granted on the basis of membership and the purchases made whichever is lower or to participate once again.
ACEINLET.com reserves the right to check the accuracy of the loyalty points granted and to correct this number if it believes that mistakes or errors are established, without the right for any complaint to be formulated on these grounds.
NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS LOYALTY PROGRAM AGREEMENT, THE PACKAGE, THE ACEINLET.COM SITE, OR THE ARHA RETAIL PLACE PRIVATE LIMITED SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES.
15. DISPUTES RESOLUTION, GOVERNING LAW AND JURISDICTION AND VENUE
If any dispute stands up between you and us here to during the existence of this Loyalty Program Agreement or subsequently in association with or arising out of this Agreement, the dispute shall be referred to arbitration under the Indian Arbitration and Conciliation Act, 1996 to be adjudicate upon by a sole arbitrator to be appointed by ACEINLET.COM. Arbitration shall be held at Hyderabad, TS, India. The proceedings of arbitration shall be in the English language alone. The arbitrator's award shall be final and binding on the Parties.
The terms of this Agreement shall be governed in accordance with the laws of India and courts in Hyderabad alone shall have jurisdiction.
16.1. Acceptance of this Agreement. By creating an account with aceinlet.com, you acknowledge that you have read this agreement and agree to all its terms and conditions. You have independently evaluated this program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.
16.2. Assignment. You may not assign this Agreement, by operation of law or otherwise, without our express prior written approval. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Any attempt to assign in violation of this section is void in each instance. We may assign this Agreement: (i) to any of our participants; or (ii) in connection with any merger, consolidation, reorganization, sale of all or substantially all of our assets or any similar transaction.
16.3. Additional Assurances.
You will take or cause to be taken such further actions, and will execute, deliver and file or cause to be executed, delivered and filed such further documents and instruments, and will obtain such consents, as may be reasonably required or requested by us in order to effectuate fully the purposes, terms and conditions of this Agreement.
The waiver by us of a breach of or a default under any provision of this Agreement will be in writing and will not be construed as a waiver of any subsequent breach of or default under the same or any other provision of this Agreement, nor will any delay or omission on our part to exercise or avail itself of any right or remedy that we have or may have hereunder operate as a waiver of any right or remedy.
Any determination that any provision of this Agreement, or any application thereof is invalid, illegal or unenforceable in any respect in any instance will not affect the validity, legality and enforceability of such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Agreement, and such provision shall be deemed to be reinstated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law.
16.6. Captions, Sections & Subsections Headings.
The captions and section and paragraph headings used in this Agreement are inserted for convenience only and will not affect the meaning or interpretation of this Agreement.
16.7. Entire Agreement.
This Agreement contains the complete understanding between the parties with respect to their respective subject matter hereof and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement. Company expressly disclaims the making of, and you acknowledge that it has not received a warranty or guaranty, express or implied, as to the potential volume, profits or success of the business venture contemplated by this Agreement.