GBS Inc. / Biosensor Diagnostics Pty Ltd and each of their related bodies corporate (together we, us, our and other similar expressions) welcome you, the user of this website (Website) and any online services in connection to the Website including any investment processes (Services).
1 Definitions and interpretation
1.1 In these Terms, the following definitions apply:
Business Day means a day other than a Saturday, Sunday or public holiday in Delaware, United States of America.
Claim means any claim, demand or proceedings made or commenced in any jurisdiction for compensation for loss of any kind or for any other remedy and founded on any cause of action, including, breach of contract, negligence or other tort or breach of statutory duty or warranty and includes any claim for legal costs and disbursements.
Content has the meaning given to that term in clause 10.1.
Data means the data which is input into the Website or Service by you.
Indirect Loss means any one or more of the following:
(a) economic loss, loss of actual or anticipated profits, loss of revenue, loss of savings, loss of production, loss of business, loss of opportunity, loss of access to markets, loss of goodwill, loss of reputation, loss of credit, loss of publicity, loss of data, loss of use, loss of interest or loss arising from business interruption; and
(b) any special, indirect, consequential, incidental, punitive, exemplary or unforeseeable loss or any similar loss.
Insolvency Event means the occurrence of any one or more of the following events in relation to any person:
(a) an application is made to a court for an order that it be wound up, declared bankrupt or that a provisional liquidator or receiver or receiver and manager be appointed, and the application is not either demonstrably frivolous or vexatious, or withdrawn, struck out or dismissed within 21 days of it being made;
(b) a liquidator or provisional liquidator is appointed;
(c) it enters into, or takes steps or proposes to enter into, an arrangement, compromise or composition with its creditors or a class of them, or an assignment for the benefit of its creditors or a class of them;
(d) it is insolvent or states that it is insolvent, or it is presumed to be insolvent under an applicable law;
(e) it ceases to carry on business or pay its debts as and when they fall due, or threatens to do so, or it is taken under applicable laws to be unable to pay its debts or stops or suspends, or threatens to stop or suspend, payment of all or a class of its debts; or
(f) anything occurs under the law of any jurisdiction which has a substantially similar effect to any of the above paragraphs of this definition.
Intellectual Property Rights means all present and future intellectual, industrial or proprietary rights conferred by statute, at common law or in equity anywhere in the world, whether issued or pending, registered or unregistered, including all forms of copyright, patents, trade marks, designs, trade secrets, know-how, confidential information and circuit layouts.
Offering means the offering in the Offering Circular.
Offering Circular means our Form 1-A offering statement under the Securities Act.
Net Worth means the aggregate sum of all of your assets (other than your primary residence) whether liquid or illiquid, such as cash, stock, securities, personal property and real estate based on the fair market value of such property less all debts and liabilities (other than a mortgage or other debt secured by your primary residence unless the liability exceeds the fair market value of your primary residence).
Personal Information means information or an opinion about an identified individual, or an individual who is reasonably identifiable:
(a) whether the information or opinion is true or not; and
(b) whether the information or opinion is recorded in a material form or not.
Privacy Laws means any laws relating to the handling of Personal Information in the United States of America.
Securities Act means The Securities Act of 1933 and any amendment to it.
1.2 In these Terms, unless the context otherwise requires:
(a) words denoting any gender include all genders;
(b) headings are for convenience only and do not affect interpretation;
(c) the singular includes the plural and vice versa;
(d) any schedule or annexure attached to these Terms forms part of them;
(e) a reference to a party includes its legal personal representatives, successors and permitted assigns;
(f) a reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity;
(g) a reference to a statute or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them;
(h) unless expressly stated to be otherwise, the meaning of general words is not limited by specific examples introduced by ‘including’, ‘for example’ or similar inclusive expressions; and
(i) a reference to these Terms means this document and includes any variation or replacement of this document.
2 Acceptance of these Terms
2.1 This Website and the Service are provided to you subject to these Terms. Before browsing this Website, or using the Service or any other facilities on this Website, it is important that you read, understand, and agree to these Terms.
2.2 The Services or other services offered through the Website, by us or by any third-party service provider, may be subject to additional terms and conditions and your use of such services may be subject to you agreeing to additional terms and conditions.
2.3 You must not use this Website or the Service if you are not of a legal age or capacity to form a binding contract with us.
2.4 By using this Website and the Service, you agree to be bound by these Terms. If you use this Website or the Service on behalf of a third-party such as an organization, employer or contractor (Other Party) you:
(a) warrant that you have adequate authority to bind that Other Party to these Terms; and
(b) will ensure that the Other Party complies with these Terms.
If you do not accept these Terms, you must not, and ensure that the Other Party does not, use this Website or the Service.
3.1 You must ensure that your access to this Website and the Service is not illegal or prohibited by laws that apply to you.
3.2 We may terminate or suspend your access to this Website and the Service at any time without notice to you, including, if:
(a) you breach these Terms or any applicable laws; or
(b) we reasonably believe that your access and use of the Service will cause technical incapacity to the Website or Service.
3.3 You may not object to any delay in restoring access to the Service when a suspension is lifted.
4.3 You warrant to us that:
(a) any Personal Information that you disclose to us under these Terms, or when using the Service, has been collected in accordance with all Privacy Laws;
(b) the individual to whom the Personal Information relates has been made aware of our identity, of how to contact us and of the other matters of which we are required to inform a person about whom we collect Personal Information; and
(c) we are authorized to collect, use and disclose the Personal Information for the purposes of these Terms and the provision of the Service.
5 Registration of account
5.1 You may access and browse the Website generally without registering an account. In order to access the Service, you must register for an account, which may be provided, controlled and operated by a third-party operator through its Third-Party Website (Account).
5.2 If you do register an Account, you must:
(a) enter information for the purpose of the Account which is true and correct;
(b) keep the information in the Account accurate and up to date;
(c) keep your Account password (if one is required) and details safe and secure; and
(d) not allow any third-party to access or use your Account.
5.3 You agree that:
(a) you are responsible for:
(i) all use of this Website and any Services, including all fees, charges and investment decisions in connection with that use when using your Account;
(ii) conducting your own legal, accounting and other due diligence review of the investment opportunities in connection with this Website and the Service;
(iii) consulting a professional advisor in relation to any legal, tax, insurance and investment advice as we have not, and will not, provide any such advice.
(b) any decision to invest will be based on your own consideration and analysis of the risks involved in such investment made, including any investment in connection with the Offering Circular, the Website or the Services; and
(c) we have no special relationship with, or fiduciary duty to, you and the use of this Website and the Services does not create any such relationship.
5.4 We have no responsibility to any person other than you (in accordance with these Terms) and nothing in these Terms confers, or purports to confer, a benefit on any person other than you. If you access and use the Service on behalf of, or for the benefit of, anyone other than you (whether a body corporate or otherwise), you must ensure that you have the right to do so.
5.5 We may suspend or delete any Account, or instruct that an Account be suspended or deleted, in our absolute discretion.
6 Investor requirements
6.1 Accredited investor
You acknowledge and agree that:
(a) the Offering that is posted on or through this Website is only available to U.S. investors who are ‘accredited investors’ (as defined by Rule 501 of Regulation D under the Securities Act (Accredited Investor), or non-accredited investors subject to certain limitations as set forth under Regulation A (Reg A+), under the Securities Act (Qualified Purchaser) (Accredited Investors and Qualified Purchasersare collectively referred to as Investors);
(b) before you can invest in the Offering on or through the Website, you must register an Account and qualify either as an Accredited Investor or represent that you will meet the investment thresholds under Tier 2 of Reg A+ for a Qualified Purchaser;
(c) prior to investing, you may be asked to fill out a certification and provide necessary documentation as proof of your income and/or net worth to verify that you are qualified to invest in the Offering;
(d) all information you provide for the registration of the Account and for any other purpose in connection with the Terms is complete and accurate;
(e) By registering an Account for purposes of the Offering, as an Accredited Investor, you represent and warrant at least one of the following:
(i) a natural person who has individual Net Worth, or joint Net Worth with the person’s spouse, that exceeds $1 million at the time of the purchase, excluding the value of your primary residence;
(ii) a bank, insurance company, registered investment company, business development company, or small business investment company;
(iii) an employee benefit plan, within the meaning of the Employee Retirement Income Security Act, if a bank, insurance company, or registered investment adviser makes the investment decisions, or if the plan has total assets in excess of $5 million;
(iv) a charitable organization, corporation, or partnership with assets exceeding $5 million;
(v) a business in which all the equity owners are Accredited Investors; or
(vi) a trust with assets in excess of $5 million, not formed to acquire the securities offered, whose purchases a sophisticated person makes.
6.2 Qualified Investor
(a) By registering an Account for the purpose of the Offering as a Non-Accredited Investor, you represent and warrant that your investment in the Offering will not exceed the greater of 10% of your annual income or 10% of your net worth (excluding the value of your primary residence).
(b) You agree that, should any material changes occur that might affect your status as an Accredited Investor, you will immediately provide us with notice in writing.
7 Investing in securities
You agree that:
(a) the Offering Circular on the Website has not been registered under the Securities Act, in reliance on the exemption under Reg A+;
(b) Federal Law requires that we sell securities to Investors who represent they satisfy the investment status before accepting subscriptions under the Offering Circular, amongst other requirements;
(c) you will provide any information or documentation required by us for the purpose of determining whether you are an Accredited Investor or Qualified Investor.
(d) the securities offered under the Offering Circular are only suitable for prospective investors who are familiar with, and willing to accept, the high risks associated with investments, including the risk of complete loss of that investment;
(e) there is no established public trading market for Reg A+ shares and there can be no assurances that a public trading market will exist in the future and in the absence of a trading market, you may be unable to liquidate your investment;
(f) investing in Reg A+ securities requires high risk tolerance, low liquidity need, and long-term commitments;
(g) investment products are not FDIC insured, may lose value, and there is no bank guarantee;
(h) no assurance can be given that the Offering currently qualifies or will continue to qualify under any one or more of exemptive provisions of Reg A+ due to, amongst other things, the adequacy of disclosure and the manner of distribution, the existence of similar offerings in the past or in the future, or a change of any securities law or regulation;
(i) the exemptions relied upon for the Offering are significantly dependent upon the accuracy of your representations made on or through the Website in connection with the Offering; and
(j) no state or federal agency has passed upon the adequacy of the disclosure contained in or through the Website, the Offering Circular or the fairness of the terms of the Offering.
8 Investing in securities outside the U.S. Jurisdiction
8.1 If you are located outside of the United States and, you use or access the Website or the Service, you do so at your own risk. The Services and the Website are controlled and operated from facilities in the United States.
8.2 We make no representations that the Website, any Third-Party Websites or the Services are appropriate for use in any other jurisdiction. Accessing the Services is prohibited from territories where the Content on the Website or Service is prohibited.
8.3 The Content, material and information contained on the Website does not constitute an offer or solicitation and may not be treated as an offer or solicitation:
(a) in any jurisdiction where such an offer or solicitation is against the law;
(b) to anyone to whom it is unlawful to make such an offer or solicitation; and
(c) if the person making the offer or solicitation is not qualified to do so.
8.4 You acknowledge and agree that:
(a) it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence and the country in which you are accessing this Website in relation to the Offering;
(b) the Website or any of its Content (including the Offering Circular) does not constitute an offer or solicitation to sell securities referred to on or through this Website, by anyone in any jurisdiction in which such offer, solicitation or distribution would be unlawful or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation;
(c) applications to invest in the Offering must only be made on the basis of the Offering Circular; and
(d) before accessing the Website you will ensure that we are allowed to advertise investment products to you (including the securities under the Offering Circular) under the law of the jurisdiction in which you reside and the country in which you are accessing this Website in relation to the Offering.
9.1 You are responsible for all Data which you input into the Service through your Account or otherwise provide to us, including through access, to and use of, this Website and any Third-Party Website. You are solely responsible for determining the purposes and means of processing that Data, including Personal Information, by us under these Terms, and must ensure that processing conducted according to your instructions will not place us in breach of any laws (including applicable data protection or Privacy Laws).
9.2 You warrant that:
(a) you have obtained all consents necessary to collect, store, disclose, use and transfer the Data, including any Personal Information included in the Data;
(b) the Data will not violate or infringe the rights (including Intellectual Property Rights) of any other person;
(c) the Data will not contain a virus or other harmful component; and
(d) the Data will comply with any guidelines we notify you about on this Website.
9.3 You are responsible for, and must adopt reasonable measures to limit your exposure to, the potential loss and damage of the Data, including secure storage of the source material. We expressly exclude liability for any loss of Data no matter how caused.
9.4 You agree that:
(a) we may not be able to, or procure that our third-party service providers render the Service if the Data is not of a quality or condition suitable for processing based on our Terms, applicable standards, specifications and procedures or is otherwise not in the format we require;
(b) we may use the Data and information derived from the Data to produce a compilation of aggregated data and information;
(c) we will not be in breach of any Privacy Laws when producing a compilation of aggregated data and information provided that the Personal Information disclosed by you to us cannot be ascertained from the aggregated data and information;
(d) we may, at our sole discretion, disclose, transfer and store the Data and any Personal Information to or with our third-party service providers, including our affiliates, outside the United States of America for the purpose of providing the Service or any part of it (at your request, we will notify you of the jurisdictions in which those Data transfers may occur); and
(e) before submitting any Data to us, you are solely responsible for ensuring that any disclosure, transfer or storage of Data, including Personal Information, across a country border under these Terms complies with applicable data protection and all Privacy Laws.
10 Restricted use
10.1 You are not authorised to reproduce any content available on or accessible from this Website (Content) for any purpose.
10.2 You must not publish or sell any part of the Content or the Service or grant others access to the Content or the Service without our prior written approval.
10.3 You must not use the Service or this Website in a manner or for a purpose which is improper, immoral or fraudulent or which infringes any person’s Intellectual Property Rights.
10.4 You agree to use the Service, the Content and this Website only for lawful purposes, and in accordance with these Terms, any directions given by us and all applicable laws and regulations.
10.5 Except where otherwise permitted by these Terms, you must not modify, copy, reproduce, republish, upload, post, transmit or distribute in any way any part of the Service or any other material from this Website.
10.6 You must not use data mining, robots, screen scraping or similar data gathering and extraction tools on this Website or the Service for establishing, maintaining, advancing or reproducing information contained on our Website, on your own website or in any other publication, or for your own personal use or benefit (other than as expressly set out in these Terms), unless you have obtained our prior written consent.
11.1 All Content is provided by us or by others in good faith. You accept that:
(a) The Content provided by us is general information and is not advice.
(b) This Website and its Content, including through social media outlets, may contain forward-looking statements, the achievement or success of which involves risks, uncertainties, and assumptions. Whilst the forward-looking statements are based upon assumptions that we believe are reasonable, there is no assurance that that the forward-looking statements will prove to be accurate.
(c) We undertake no obligation to update the forward-looking statements to the extent permitted by securities law.
(d) Any of the our results expressed or implied by the forward-looking statements made are subject to risks and uncertainty, which include:
(i) risks associated with our business model;
(ii) our ability to execute our vision and growth strategy;
(iii) our ability to attract and retain service providers and clients;
(iv) our ability to attract and retain clients;
(v) our ability to assess and manage risks;
(vi) changes in the law that affect our business and our ability to respond to such changes and incorporate them into our business;
(vii) our ability to insure against, and otherwise effectively manage, risks that affect our business;
(viii) any competition;
(ix) our reliance on third-party systems and software;
(x) our ability to protect intellectual property;
(xi) general developments in the economy, financial markets, and credit markets,
(xii) any other risks disclosed in our filings with the SEC
11.2 We have derived the Content from sources which we believe to be accurate and up-to-date as at the date of publication.
11.3 We make no representation about the accuracy, completeness or usefulness of the Content or its fitness for any particular purposes and we do not undertake to keep this Website or the Content up-to-date. This applies to Content provided by us and to Content provided by others on or through the Website or the Service.
11.4 Where the Content provided by others contains opinions or judgements of third parties, we do not endorse those opinions or judgements, their accuracy or reliability.
11.5 You must evaluate, and bear all risks associated with the use of Content, whether provided by us or by others, including your reliance on the accuracy, completeness or usefulness of it. By using this Website, you agree that we, our officers, employees and agents are not responsible for:
(a) the accuracy of the Content displayed on, or omitted from, the Website;
(b) any person’s reliance on the Content available on or omitted from the Website; or
(c) any loss in connection with the use of the Website.
11.6 We make no representation that the Content or the Service is appropriate or available for use outside the United States of America. If you choose to access this Website or the Service from other locations, you do so at your own risk and on your own initiative, and you are responsible for compliance with any applicable local laws.
11.7 You should make your own enquiries and seek independent advice from relevant industry professionals before acting or relying on any Content, whether provided by us or by others.
12.1 Copyright in the Content, the Service and this Website (including text, graphics, logos, icons, sound recordings and software) is owned or licensed by us.
12.2 You may not, in any form or by any means:
(a) adapt, reproduce, distribute, print, display, perform, publish or create derivative works from any part of this Website or the Service; or
(b) use any Content, goods or services obtained from any part of this Website for any purpose,
without our prior written approval.
13.1 If any of our trade marks are displayed on this Website, you must not use them unless you have our prior written approval.
13.2 This Website may also display names and logos that are trade marks of third parties. You must not use those trade marks without our prior written approval or the prior written approval of the relevant third-party owner.
14 Intellectual Property Rights
14.1 You acknowledge that:
(a) we and our licensors are the sole and exclusive owners of all Intellectual Property Rights in this Website, the Service, the Content and any documentation in connection with the Website and the Service; and
(b) nothing in these Terms conveys to you any such Intellectual Property Rights.
14.2 You must not, and ensure that the Other Party does not, decompile, disassemble, reverse engineer, modify, enhance or alter the whole or any part of the Website or the Service (or any of our Intellectual Property Rights in the Website or the Service).
14.3 You must:
(a) notify us immediately in writing if you become aware of any infringement of the Intellectual Property Rights in the Website, the Service or the Content or of any allegation or Claim concerning those Intellectual Property Rights; and
(b) provide us with all reasonable assistance to prosecute any infringement or defend any such allegation or Claim.
15 User license to us
15.1 By submitting any information or other material to us (including inputting Data or engaging in any other form of communication through the Website or a Third-Party Website), you grant to us a perpetual, royalty-free, non-exclusive, irrevocable, unrestricted, worldwide license to do all or any of the following in respect of the information or material:
(b) sublicense to any third parties the unrestricted right to exercise any of the rights granted in clause 15.1(a).
15.2 The license in clause 15.1 includes the right to exploit all proprietary rights in that information or other material including rights under copyright, trade mark, service mark or patent laws under any jurisdiction worldwide.
15.3 You unconditionally and irrevocably consent to all acts and omissions by us, or people authorised by us, which would otherwise amount to an infringement of your moral rights in that information or other material.
15.4 At our request and expense, you must execute and deliver to us any instruments and take any other actions required to give full legal effect to this grant of license and consent.
16.1 You must take your own precautions to ensure that the process which you use for accessing this Website and the Service does not expose you to the risk of viruses, malicious computer code or other forms of interference which may damage your own computer system.
16.2 We do not accept responsibility for any interference or damage to your own computer system which arises in connection with your use of this Website, the Service or any Third-Party Website.
17 Security of information
While we strive to protect information we transmit and receive, we do not warrant and cannot assure the security of any information which you transmit to us.
18 Service availability and your responsibilities
18.1 You agree that:
(a) the provision of, access to, and use of, the Service is on an ‘as is’ basis and at your own risk;
(b) service continuity is not assured and on occasion the Service and this Website may be unavailable or have limited availability;
(c) the operation and availability of the systems used for accessing the Service, including telecommunication services, computer networks and the internet, can be unpredictable and may interfere with or prevent access to the Service, and we are not in any way responsible for any resulting interference with or prevention of your access or use of the Website or the Service; and
(d) you remain solely responsible for complying with all laws in connection with your access and use of the Service.
18.2 If technical problems adversely affect your use of the Service, you must make all reasonable efforts to investigate and diagnose problems before contacting us. If you still need technical help, you must notify us promptly via email to email@example.com
18.3 We may temporarily limit or suspend the availability of all or part of the Service for reasons of public safety, security or maintenance or development of the Service, inoperability of services, data protection or to perform work required for operational or technical reasons.
19 Limitation of liability
19.1 Nothing in these Terms are, or should be interpreted as, an attempt to modify, limit or exclude any right or remedy, or any guarantee, term, condition, warranty, undertaking, inducement or representation, implied or imposed by legislation which cannot be modified, limited or excluded.
19.2 To the extent permitted by law, we exclude all other guarantees, terms, conditions, warranties, undertakings, inducements or representations whether express or implied, statutory or otherwise, which would otherwise be implied into these Terms concerning the activities covered by these Terms.
19.3 You agree that you do not rely on any guarantee, term, condition, warranty, undertaking, inducement or representation made by us or on our behalf which is not expressly stated in these Terms. In particular, we make no warranty or representation that:
(a) this Website or the Service will always be available, accessible, secure or operate without error;
(b) the Service will be fit for your purpose; or
(c) use of the Service will improve your, or any other person’s, financial performance or profitability.
19.4 Where any legislation implies or imposes a guarantee, term, condition, warranty, undertaking, inducement or representation in relation to these Terms and we are not able to exclude that guarantee, term, condition, warranty, undertaking, inducement or representation (Non-Excludable Provision), and we are able to limit your remedy for a breach of the Non-Excludable Provision, then the our liability for breach of the Non-Excludable Provision is limited to (at our election) the supply of the services again (or the payment of the cost of doing so).
19.5 Subject to our obligations under the Non-Excludable Provisions, we are not liable to you or any third-party for any Indirect Loss arising in connection with any use or access, or any inability to use or access, or misuse by you or any other party, of this Website or the Service or otherwise in connection with any Content, whether arising in or for breach of contract, negligence or other tort, breach of statutory duty, breach of warranty or guarantee, under an indemnity or otherwise and whether or not that loss was foreseeable, even if we have been advised of the possibility of such loss.
20.1 You agree to hold harmless and indemnify us and our officers, agents and employees against any loss, damage, costs or expenses that we, or any of our officers, agents and employees, may incur in connection with your breach of these Terms or any other legal obligation, your use of this Website or the Service or any use of this Website or the Service using an Account registered in your name.
20.2 The indemnity in this clause:
(a) is a continuing obligation, separate and independent from the other obligations of the parties;
(b) will not be affected by any matter including the termination, renewal or extension of these Terms or any indulgence, waiver or other concession given by us unless we agree in writing; and
(c) includes legal costs and disbursements on a full indemnity basis.
20.3 It is not necessary for us to incur expense or to make any payment before enforcing the right of indemnity conferred by this clause.
20.4 You must pay on demand any amount you must pay under the indemnity in this clause.
21.1 Either party may terminate these Terms by giving the other party 30 days’ written notice.
21.2 In addition, we may terminate these Terms immediately on written notice to you if:
(a) you breach these Terms and the breach cannot be, or is not, rectified within 14 days after we send written notice to you specifying the breach and requesting rectification; or
(b) an Insolvency Event occurs in relation to you.
22 Effects of termination
22.1 On termination of these Terms for any reason, you must immediately cease accessing and using the Website and the Service.
22.2 Termination of these Terms does not affect any accrued rights or liabilities of any party under these Terms, nor does it affect any provision of these Terms, which are expressly or by implication intended to operate after termination.
23.1 Notices given under these Terms:
(a) must be in writing and clearly readable in the English language; and
(b) may be delivered by us to you by hand or by prepaid post or by email to your address or email address notified to us when you register to use the Service or, where relevant, by posting amended Terms or other documents on this Website.
23.2 A notice is taken to be duly given and received:
(a) if delivered by hand, when delivered;
(b) if delivered by prepaid post, three Business Days after being deposited in the mail with postage prepaid;
(c) if delivered by email, at the time that the recipient party confirms, by non-automated email, receipt of the notice; or
(d) if posted on this Website, when posted.
23.3 Despite clause 23.2, notices received after 5pm in the place of receipt or on a non-Business Day are taken to be received at 9am on the next Business Day.
24 Third-party websites
24.1 The Website may contain or reference links to websites operated by third parties (Third-Party Websites), which are not under our control. The inclusion of any Third-Party Websites does not imply an affiliation, sponsorship, endorsement, approval, investigation, verification or monitoring of that website by us.
24.2 You agree that:
(a) we will not be liable or responsible, directly or indirectly, for:
(i) the information provided by, or services provided by, the Third-Party Websites or your use or inability to use that website;
(ii) any damage or loss caused or alleged to be caused by or related to the use or reliance on any content, goods, or services available through any Third-Party Website or resource;
(b) your access and use of the Third-Party Websites, including the information, material, products and services on Third-Party Websites available through that website, is solely at your own risk; and
25.1 We may amend these Terms at any time.
25.2 Amendments will be effective immediately following publication of the amended terms on this Website.
25.3 You agree:
(a) to periodically check this Website to ensure that you understand the requirements of the current Terms; and
(b) that your continued use of this Website and the Service will represent an agreement by you to be bound by the Terms as amended.
26.1 Except as expressly provided to the contrary in these Terms, we may give or withhold an approval or consent in our absolute discretion and subject to any conditions determined by us. We are not obliged to give our reasons for giving or withholding a consent or approval or for giving a consent or approval subject to conditions.
26.2 None of your rights and obligations under these Terms may be assigned or transferred without our prior written consent.
26.3 Except as expressly provided to the contrary in these Terms, nothing in these Terms or the use of this Website will constitute you and us as principal and agent, employer and employee, partners or otherwise liable for the acts or omissions of each other.
26.4 These Terms record the entire agreement between you and us in relation to your use of this Website. They supersede all prior contracts, arrangements, understandings or negotiations by, or between, you and us in relation to your use of this Website. You may also be subject to additional terms and conditions that apply when you use particular services available on or through this Website.
26.5 You must at your own expense do all things that we reasonably require of you to give us the full benefit of any obligations owed to us and expressed in these Terms.
26.6 All warranties, releases, exclusions and limitations of liability, indemnities, terms with respect to intellectual property and confidential information in these Terms will remain valid and binding following termination of these Terms. Any other provision by its nature intended to survive termination of these Terms survives termination of these Terms.
26.7 The failure, delay or omission by us to exercise, or to partially exercise, a right, power or remedy under these Terms (or any connected agreement) does not operate as a waiver of that right, power or remedy. If we exercise, or partially exercise, a right, power or remedy, we maintain our right to further exercise the same right, power or remedy or to exercise another right, power or remedy. We only waive a right, power or remedy by explicitly doing so in a written notice to you and the waiver is strictly limited to the matters specified in the notice.
26.8 Our rights, powers, authorities, discretions and remedies under these Terms do not exclude any other right, power, authority, discretion or remedy.
26.9 If any provision of these Terms is determined by a court or other competent tribunal or authority to be illegal, invalid or unenforceable then:
(a) where the offending provision can be read down so as to give it a legal, valid and enforceable operation of a partial nature it must be read down to the extent necessary to achieve that result;
(b) where the offending provision cannot be read down then that provision must be severed from these Terms in which event, the remaining provisions of these Terms operate as if the severed provision had not been included; and
(c) the legality, validity or enforceability of that provision in any other jurisdiction or of the remaining provisions in that or any other jurisdiction is not affected, but only to the extent that is consistent with giving substantial effect to the intentions of the parties under these Terms.
26.10 These Terms are governed by the law of Delaware, United States. Each party submits to the jurisdiction of the courts in Delaware, United States in connection with matters concerning these Terms.