Terms and Conditions

These terms and conditions (“Terms”) and the Agreement Details constitute a legally binding agreement between Retail Commercial Tenancy Pty Limited ACN 618 318 755 (“Trading as Lighthouse Insights”) and the party set out in Item 1 of the Agreement Details (“Customer”) with respect to the Customer’s access to and use of the Lighthouse Insights Platform and the Services.

1. Definitions

Unless the context requires otherwise, capitalised terms in this Agreement have the meanings given in this clause 1.

“Agreement” means these Terms, the Agreement Details and any annexures to these Terms;

“Agreement Details” means that part of this Agreement referred to as the “Agreement Details”;

“Claim” includes any:

1. claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award whether based in contract, civil, common law, tort (including negligence) or statute and whether involving a party to this Agreement, a third party or otherwise; and
2. loss, cost, damage, expense and/or liability arising directly or indirectly from any claim, notice, demand, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, or award referred to in paragraph (a) of this definition;

“Commencement Date” means the commencement date specified in Item 2 of the Agreement Details, or such other date that the parties may agree to in writing;

“Confidential Information” means information (in any media) that is by its nature confidential but does not include:

1. information already known to the recipient at the time of disclosure by the other party; or
2. information in the public domain other than as a result of disclosure by a party in breach of its obligations of confidentiality under this Agreement;

“Consequential Loss” means any consequential or indirect loss suffered or incurred under or in connection with this Agreement (whether arising in contract or tort (including negligence), under an indemnity or otherwise) including loss of anticipated savings, loss of income, loss of profits, loss of goodwill, loss of contract, loss of business, loss of reputation, loss of use, partial or total loss or corruption of data, any form of business interruption, increased cost of working, and loss suffered as a result of claims by any third party;

“Customer Data” means any and all information, data and materials (in any media) provided to Lighthouse Insights by the Customer or any User in connection with this Agreement or otherwise submitted, inputted or uploaded to the Lighthouse Insights Platform or the Services by the Customer or any User.

“Documentation” has the meaning given in clause 2.3;

“End Date” means the end date specified in Item 3 of the Agreement Details, or such other date that the parties may agree to in writing from time to time;

“Fees” means the fees payable by the Customer to Lighthouse Insights under this Agreement, including as specified in Item 6 of the Agreement Details;

“Intellectual Property Rights” includes any and all registered or unregistered rights in, including rights to apply registration, renewal or extension in, any copyrights, patents, inventions, discoveries, trade secrets, processes, methodologies, know-how, specifications, computer programs or software, source or object codes, trademarks, logos, designs or confidential information or any rights of a similar nature under the laws of Australia or anywhere else in the world;

“Maximum Number of Users” means the maximum number of Users that the Customer is permitted to authorise to access and use the Services, as specified in Item 5 of the Agreement Details or such other number that the parties may agree to in writing from time to time;

“Lighthouse Insights Platform” means the software platform made available by Lighthouse Insights, and any associated applications designated by Lighthouse Insights to form part of that platform, together with any modifications, developments, enhancements or improvements from time to time;

“Security Interest” means a security interest that is subject to the Personal Property Securities Act 2009 (Cth) or any other mortgage, pledge, lien, charge or other arrangement of any kind which in substance secures the payment of money or the performance of an obligation, or that gives a creditor priority over unsecured creditors;

“Services” means the services provided by Lighthouse Insights directly or through the Lighthouse Insights Platform or Application (as the case may be), including without limitation access to certain data, information and reports;

“Services Agreement” has the meaning given in clause 3.1(2)

“Special Conditions” means the special conditions specified in Item 8 of the Agreement Details (if any); and

“User” means an employee, agent or independent contractor of the Customer, or other person that the Customer authorises to access and use the Services on the Customer’s behalf.

2. Services

2.1 Provision of Services

Subject to the terms of this Agreement, Lighthouse Insights is engaged by the Customer to provide access to the Lighthouse Insights Platform and the Services and the Documentation, and Lighthouse Insights grants the Customer and up to the Maximum Number of Users a non-exclusive, limited and non-assignable right to access and use such of the Lighthouse Insights Platform, the Services and the Documentation as authorised under this Agreement, during the term of this Agreement for the sole purpose of enjoying the benefits of the Services as intended under this Agreement.

2.2 System Requirements

The Customer must meet the minimum system specifications and requirements for accessing and using the Services as set out on Lighthouse Insights’ website, accessible at www.lighthouseinsights.au (as amended or updated from time to time) (“System Requirements”). The Customer releases and indemnifies Lighthouse Insights from and against any Claims arising directly or indirectly from the Customer failing to meet the System Requirements.

2.3 Documentation

1. The Services may be provided with a user manual or other explanatory documentation relating to the use of the Services in either printed or electronic form (“Documentation”).
2. The Customer must ensure that the use of the Services by the Customer and by the Users complies with the Documentation.
3. The Customer may copy any Documentation only on the basis that the copies are used solely in connection with the Services and not for any other purpose including, without limitation, for distribution to any third party.

3. Support, maintenance and enhancements

3.1 No obligation to provide

1. Unless otherwise expressly agreed in writing, Lighthouse Insights will have no obligation to provide any:
   
   1. installation, support or maintenance services; or
   2. updates, upgrades or new releases (each an “Enhancement”), with respect to the Services or the Lighthouse Insights Platform.
      
2. If Lighthouse Insights does offer any such services or Enhancements, as a condition of so doing, the Customer may be required to execute a separate services agreement (“Services Agreement”). 

3.2 Internet and Enhancements

The Customer acknowledges and agrees that the Services may incorporate code which automatically checks for Enhancements using the Customer’s Internet connection.

4. Restrictions on use and Customer responsibilities

4.1 Registration

The Customer acknowledges that its, and any Users’, access to or use of the Services may be conditional upon the Customer or the User (as applicable) registering an account by completing the registration process set out in the Services or as otherwise communicated by Lighthouse Insights. The Customer is responsible for all activities that occur under such account(s).

4.2 Limited access to Users

1. The Customer must limit access to the Services solely to Users that have been authorised by the Customer, which must not exceed the Maximum Number of Users.
2. The Customer must use all reasonable efforts to prevent unauthorised access to or use of the Services and must promptly notify Lighthouse Insights if the Customer discovers any unauthorised access or use.
3. The Customer must ensure all Users who access the Services are made aware of, and comply with, the terms and conditions of this Agreement as if they were the Customer. For the purpose of this subclause  4.2 (3), Lighthouse Insights may at any time require the Customer to ensure that any and all Users accept a separate agreement (such as an online “click-wrap” agreement) with Lighthouse Insights, which substantially gives effect to the terms and conditions applicable to Users under this Agreement, prior to the User accessing or using the Services.

4.3 Restrictions on Services

1. The Customer must not, and must not cause, permit or assist any User or any other third party directly or indirectly, to:
   1. copy, record, replicate, translate, reverse engineer, decompile, disassemble the Services or the Lighthouse Insights Platform (or any part of them); or
   2. otherwise attempt to determine the source code, object code, ideas or algorithms of or included in any computer program or software forming part of, or that is used in connection with, the Services or the Lighthouse Insights Platform.  
2. The Customer must not, and must not permit any User or any other third party, to:
   1. use the Services for any unlawful purposes or other purpose that Lighthouse Insights reasonably determines is inappropriate or unintended;
   2. remove any copyright notices, titles, trademarks, logos, trademark notices or any other proprietary marks on, or that are part of, the Services or the Lighthouse Insights Platform; or
   3. alter, merge, modify, adapt, enhance or translate the Services or the Lighthouse Insights Platform (unless and to the extent that Lighthouse Insights has expressly agreed in writing).
3. Except to the extent expressly permitted under this Agreement, the Customer must not, nor permit others to, lend, sell, rent, lease, license, commercialise, publish or otherwise create any Security Interest in the Services or the Lighthouse Insights Platform (or any part of them).
4. Without limiting anything else in these Terms, the Customer must comply with the terms and conditions with respect to the Services specified in Item 5 of the Agreement Details (if any).

4.4 Customer responsibilities and Customer Data

1. Without limiting anything else in this Agreement, the Customer acknowledges and agrees that the Customer:
   1. shall cooperate with Lighthouse Insights, including by making available information and people as reasonably required by Lighthouse Insights, so that Lighthouse Insights can provide the Services;
   2. is responsible for ensuring the Customer Data is accurate and complete;
   3. must promptly notify Lighthouse Insights if the Customer becomes aware that any Customer Data is incorrect or requires updating;
   4. is responsible for all networks, systems, Internet services, telecommunications and any other facilities (including any associated fees and charges) used or required by the Customer for the Customer (and any User) to access and use the Services; and
   5. is responsible for backing up any data the Customer may have on any computer or storage device which is to be the subject of, or otherwise used in the performance of, the Services or any other services provided by Lighthouse Insights. 
2. The Customer releases and indemnifies Lighthouse Insights from and against any Claims arising directly or indirectly as a result of Lighthouse Insights or any other person relying on any Customer Data.

4.5 Compliance with applicable laws

The Customer is responsible for ensuring that the Customer’s and all Users’ use of the Services complies with all applicable laws and regulations, and the Customer must not use, or allow any User to use, the Services for any illegal purpose.

4.6 All rights reserved

All rights not expressly granted under this Agreement are reserved by Lighthouse Insights.

5. Payment

1. The Customer must pay Lighthouse Insights the Fees at the rate and in the manner specified in Item 6 of the Agreement Details. The Customer also agrees to reimburse Lighthouse Insights for any additional expenses if Lighthouse Insights has sought the Customer’s approval before incurring them and provides the Customer with the relevant invoice.
2. The Customer must pay the Fees and expenses as applicable, without set-off or deduction, within the timeframes specified in Item 6 of the Agreement Details and, in any case, within 30 days of the date of Lighthouse Insights’ invoice.
3. Unless specifically stated otherwise, all Fees are exclusive of GST (as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth)) and other similar taxes imposed in any jurisdiction in connection with the supply of the Services to the Customer (“Taxes”). Where applicable, the Customer agrees to pay such Taxes if Lighthouse Insights provides the Customer with a tax invoice.
4. If Lighthouse Insights’ invoices are not paid within the relevant period, then until such invoices are paid in full Lighthouse Insights may:
   1. charge interest on the account at a rate equal to the cash rate target specified by the Reserve Bank of Australia plus two percentage points, and with interest on the Customer’s account to accrue daily from the date the Customer was required to pay; and
   2. suspend the Customer’s account and access to the Services and the Lighthouse Insights Platform and cease sending any further information. 

6. Intellectual Property Rights

6.1 Lighthouse Insights’ Intellectual Property Rights

The Lighthouse Insights Platform, the Services and the Documentation (including all Intellectual Property Rights in and to the Lighthouse Insights Platform, the Services and the Documentation) are owned by, and remain with, Lighthouse Insights (or third party licensors as the case may be) and, other than as expressly set out in this Agreement, the Customer does not have any rights or licence to use any or part of the Lighthouse Insights Platform, the Services or the Documentation, nor to copy, reproduce or provide to any third party any such Services in any medium or manner without Lighthouse Insights’ prior written consent.

6.2 Valuable information

The Customer acknowledges that the Services contain valuable confidential and proprietary information of Lighthouse Insights and, where applicable, its licensors. The Customer agrees that any unauthorised use, alteration, modification, reproduction, publication, disclosure or transfer of the Services, or any actual or threatened breach of this Agreement, shall cause Lighthouse Insights immediate, irreparable harm for which monetary damages alone would be an inadequate remedy and that, to the extent permitted by law, Lighthouse Insights is entitled to seek any alternate relief (including, without limitation, injunctive or equitable relief) in relation to any such actual or threatened breach.

6.3 New products

The Customer acknowledges that:

1. Lighthouse Insights may develop and market new or different software applications, enhancements, modifications or adaptations that may use or contain portions of the Lighthouse Insights Platform or the Services (or any associated source code), which may have some or all of the functionality of the Lighthouse Insights Platform or the Services; and
2. nothing in this Agreement automatically affords the Customer any rights in relation to such applications, enhancements, modifications or adaptations.

6.4 Customer’s Intellectual Property Rights

1. As between Lighthouse Insights and the Customer, all Customer Data (including the Intellectual Property Rights in and to the Customer Data) provided by the Customer under this Agreement is owned by, and remains with, the Customer.
2. The Customer grants Lighthouse Insights a non-exclusive, worldwide, royalty-free licence to use the Customer Data to the extent required by Lighthouse Insights to comply with this Agreement and to perform the Services and any other services Lighthouse Insights has agreed to provide the Customer in connection with this Agreement or any associated Services Agreement.
3. The Customer represents and warrants to Lighthouse Insights that the Customer is authorised to provide the Customer Data to Lighthouse Insights for the purposes of this Agreement, and to grant the licence to Lighthouse Insights referred to in clause 6.4 (2).

7. Blind Data

1. Lighthouse Insights may collect, create, develop, extract, compile, synthesise, analyse and/or interrogate statistics, trends, measures and other information based on or derived from Customer Data that has been de-identified or anonymised by or on behalf of Lighthouse Insights such that it does not reveal to another party:
   1. the Customer or any User;
   2. any projects or premises of the Customer (“Sites”) to the extent that identification of such Site may identify the Customers information, (“Blind Data”).
2. Other than any Customer Data, the Blind Data (including all Intellectual Property Rights in and to the Blind Data) is owned by, and remains with, Lighthouse Insights.
3. To the extent the Blind Data contains any Customer Data owned by the Customer, the Customer grants Lighthouse Insights a non-exclusive, worldwide, royalty-free, perpetual and irrevocable licence (including the right to sublicence) to such Customer Data for the purposes of Lighthouse Insights using, adapting, storing, communicating, commercialising and otherwise exploiting the Blind Data as Lighthouse Insights sees fit, provided that the Blind Data must not be presented in a way that identifies the Customer.
4. The Customer represents and warrants to Lighthouse Insights that the Customer is authorised to grant to Lighthouse Insights the rights and licence referred to in this clause 7.

8. Confidential Information

1. Each party (“Recipient”) will not disclose any Confidential Information of the other party (“Discloser”), unless:
   1. the Discloser has consented to the disclosure; or
   2. the party is required to disclose the information by law or court order, provided that Lighthouse Insights may disclose such information to its employees, agents and contractors for the purposes of providing the Services and otherwise performing its obligations under this Agreement and any Services Agreement.
2. The Recipient must:
   1. maintain all necessary security measures to maintain the confidentiality of the Discloser’s Confidential Information (in no event less than the same degree of care that the Recipient would use to protect its own confidential information); and
   2. immediately notify the Discloser of any actual or suspected unauthorised use or disclosure of the Confidential Information. 
3. The Recipient acknowledges and agrees that:
   1. the disclosure of the Confidential Information in breach of this Agreement will result in irreparable injury and loss to the Discloser for which monetary damages alone would not be an adequate remedy; and
   2. in the event of a breach or threatened breach of this clause 8, the Discloser will be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or anticipated breach. Any such relief will be in addition to and not in lieu of any appropriate relief in the way of monetary damages. 
4. For the purpose of this clause 8, Lighthouse Insights’ Confidential Information includes without limitation any proprietary materials, trade secrets, technical data and/or Intellectual Property Rights of Lighthouse Insights or any of its affiliates (including with respect to the Lighthouse Insights Platform and the Services).

9. Third party programs and components

9.1 Third Party Programs

1. Certain Services may, from time to time, contain or be accompanied by other programs, including without limitation open-source programs, which are the property of third parties (“Third Party Programs”).
2. Any terms for the use of Third Party Programs will be provided with or accessible through the Services or the Third Party Program. By using the Services, the Customer is taken to have accepted the terms for use of such Third Party Programs.

9.2 Third Party Components

If the Customer installs or uses any third party component or product on or in conjunction with the Services, including to integrate the Services with any other application or software used by the Customer (“Third Party Component”), the Customer is solely responsible for such Third Party Components and releases Lighthouse Insights from any Claim arising in connection with the use of such Third Party Components.

10. Reliance on Services

10.1 Lighthouse Insights responsibilities

Lighthouse Insights represents and warrants that:

1. it will provide the Services with reasonable care and skill and in compliance in with applicable laws;
2. it is able to lawfully grant the rights expressly set out in this Agreement; and
3. the Services will not infringe the Intellectual Property Rights of any person.

10.2 Reliance on Generated Information

1. The Customer acknowledges and agrees that the Services and any data, information, results, outputs, reports, forecasts and/or recommendations generated or produced or accessible in using the Services (“Generated Information”) may be subject to variables and factors that are unforeseeable or otherwise outside Lighthouse Insights’ control (including, but not limited to, the reliability of any equipment of the Customer’s and the accuracy of any Customer Data and other data or information that have been collected by Lighthouse Insights).
2. The Generated Information is provided for information purposes only and is not definitive professional, compliance or legal advice. The Customer agrees that the Generated Information is intended:
   1. as a supplement to aid, but not replace, specialist human judgement or analysis; and
   2. to be evaluated in conjunction with such other tools and information that a human specialist would use or account for in making decisions on matters relating to the Generated Information. 

The Customer is responsible for ensuring that appropriate measures and processes are in place to verify Generated Information before any decision or action is taken on the basis of such Generated Information. Subject to clause 10.1, all reliance on the Generated Information is at the Customer’s own risk.

10.3 No warranty

The Customer acknowledges and agrees that:

1. the Services are provided “as is” and “as available”;
2. Lighthouse Insights excludes, to the maximum extent permitted by law, all warranties, conditions claims and representations with respect to the Services except to the extent expressly set out in this Agreement;
3. Lighthouse Insights does not warrant:
   1. against interference with the Customer’s enjoyment of the Services;
   2. that the functions contained in or services performed or provided by the Services will meet the Customer’s requirements or will be fit for a particular purpose;
   3. that the operation of any of the Services will be uninterrupted or error free; or
   4. that any defects in the Services will be detected or corrected; and
4. without limiting clause 10.1 (3), Lighthouse Insights does not represent, warrant or undertake that any inaccurate or incomplete Customer Data will be detected or corrected for, or that any Generated Information based on or derived from any inaccurate or incomplete Customer Data will be accurate or reliable.

10.4 Release and indemnity

Subject to clause 10.1, the Customer releases and indemnifies Lighthouse Insights, its affiliates and the officers, employees, agents and independent contractors of Lighthouse Insights or its affiliates from and against any and all Claims that arise directly or indirectly as a result of the Customer accessing or using the Services or any Generated Information.

11. Exclusion and limitation of liability

11.1 Exclusion of liability

To the maximum extent permitted by law, Lighthouse Insights excludes all liability (whether in contract, tort or otherwise) for any loss, costs, claims, personal injury, death or damage of any kind (including, without limitation, any and all Consequential Loss) arising out of or in connection with this Agreement or the Services, however caused, even if Lighthouse Insights or its officers, employees, agents or contractors knew of the possibility of such loss, costs, claims or damage or it was otherwise foreseeable.

11.2 Limitation of liability

If any exclusion or limitation of any liability or warranty contained in this Agreement, is ineffective, or if a condition, warranty or term is implied in relation to this Agreement or the Services, to the maximum extent permitted by law, the liability of Lighthouse Insights will be limited, at Lighthouse Insights’ election, to:

1. in relation to goods, the resupply of the goods, the repair of the goods or the payment of the cost of having the goods repaired; or 
2. in relation to services, the resupply of the services or the payment of the cost of having the services resupplied.

11.3 Total liability

Notwithstanding any other provision of this Agreement, to the maximum extent permitted by law, in no event shall the liability of Lighthouse Insights or its officers, employees, agents or independent contractors exceed the Fees the Customer has paid to Lighthouse Insights.

12. Force majeure

Neither party will be responsible for failure or delay of performance of this Agreement if the failure or delay is caused by an event outside the reasonable control of the party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

13. Term and termination

13.1 Term

Subject to clause 13.2, the term of this Agreement commences on the Commencement Date and continues until the End Date, unless terminated earlier in accordance with this Agreement.

13.2 Automatic renewal

If Item 4 of the Agreement Details so specifies, the term of this Agreement will automatically renew for additional successive periods (the duration of each period being as specified in Item 4), unless either the Customer or Lighthouse Insights provides written notice to the other party at least 30 days prior to the end of the then-current term that they do not wish to renew the Agreement.

13.3 Termination for cause

Without prejudice to any other rights Lighthouse Insights may have at law, either Lighthouse Insights or the Customer may terminate this Agreement immediately by notice in writing if:

1. the other party is in breach of this Agreement and such breach is not remedied within 30 days of receiving written notice of the breach;
2. the other party becomes, threatens or resolves to become or is in jeopardy of becoming subject to any form of insolvency administration; or
3. the other party ceases or threatens to cease conducting its business in the normal manner. 

13.4 Effect of termination

1. Upon expiry or termination of this Agreement for any reason, the Customer must (and must ensure that all Users) immediately cease all access to and use of the Services.
2. The expiry or termination of this Agreement shall not affect any accrued rights or liabilities of either party.

13.5 Survival

Each provision of this Agreement which by its nature is intended to survive the expiry or termination of this Agreement, including without limitation clauses 6, 7, 8, 11, 12, 13 and 14, shall survive expiry or termination of this Agreement for any reason.

14 General

14.1 Rules of interpretation

In this Agreement, unless the context otherwise requires:

1. headings do not affect interpretation;
2. singular includes plural and plural includes singular;
3. “including”, or similar words, does not limit what else might be included;
4. reference to a person includes a corporation, joint venture, association, government body, firm, and any other entity;
5. reference to a party includes that party’s personal representatives, successors and permitted assigns; and
6. reference to a thing includes a part of that thing.

14.2 Relationship

Lighthouse Insights is a contractor independent of the Customer’s control and nothing in this Agreement gives rise to any fiduciary, agency, trust, employment or other relationship recognised at law or in equity as giving rise to forms of specific rights and obligations.

14.3 Inconsistency and priority

If there is any inconsistency between these Terms, the Special Conditions (if any) and/or the Agreement Details (other than the Special Conditions), the provisions prevail to the extent of the inconsistency in the following order of priority:

1. the Special Conditions (if any);
2. these Terms; and
3. the Agreement Details (other than the Special Conditions).

14.4 Notices

1. Any notice in relation to this Agreement must be in English and in writing.
2. Notice is deemed to have been received:
   1. if delivered personally, when left at the person's address;
   2. if sent nationally by mail, three business days after it is posted;
   3. if sent internationally by mail, five business days after it is posted; and
   4. if sent by facsimile or email, at the time and date it was successfully sent without the sender subsequently receiving a delivery failure notice. 
3. Notices to Lighthouse Insights must be emailed to intelligence@Lighthouse Insightscoop.com.au
4. For the purposes of this clause, a “business day” means any day that is not a Saturday, Sunday or public holiday in South Australia.

14.5 Entire agreement

This Agreement (together with any Services Agreement) constitutes the entire understanding between the parties as to its subject matter and supersedes all prior agreements, understandings and communications, whether written or oral, in relation to such subject matter.

14.6 Exclusion of implied terms

To the extent permitted by law, and except as expressly provided in this Agreement, all terms, conditions and warranties that would otherwise be implied by law regarding this Agreement or the Services are excluded.

14.7 Severability

If any provision of this Agreement is void, invalid or unenforceable for any reason, that provision must be read down to the extent necessary to be valid. If the provision cannot be read down, it must be severed from this Agreement and does not affect the validity, operation or enforceability of any other provision of this Agreement.

14.8 Waivers

Any waiver of any power or right under this Agreement:

1. must be in writing signed by the party entitled to the benefit of that power or right; and
2. is effective only to the extent specified in that written waiver.

14.9 Subcontract

The Customer agrees that Lighthouse Insights may subcontract to any person to perform all or part of Lighthouse Insights’ obligations under this Agreement without seeking the Customer’s consent or approval.

14.10 Assignment

1. The Customer must not assign its rights or obligations under this Agreement to any third party without Lighthouse Insights’ prior written consent.
2. Lighthouse Insights may assign this Agreement in its entirety without the Customer’s consent to Lighthouse Insights’ affiliate or as part of a merger, acquisition, corporate reorganisation, or sale of all or substantially all Lighthouse Insights’ assets.

14.11 Rights cumulative

Except as expressly stated otherwise in this document, the rights of Lighthouse Insights under these Terms are cumulative and are in addition to any other rights of Lighthouse Insights.

14.12 Amendment

No variation of this Agreement will be effective unless in writing and signed by both parties.

14.13 Governing law

This Contract is governed by the laws of South Australia. The parties irrevocably submit to the exclusive jurisdiction of the courts of South Australia.

14.14 Counterparts and authority

1. This Agreement may be executed in any number of counterparts each of which is taken to be an original. All of those counterparts taken together constitute one instrument. An executed counterpart may be delivered by email.
2. A person signing this document on behalf of a party warrants that they have the authority to bind that party for that purpose.