Date of Initial Publication: December 11, 2021
Last Updated: June 4, 2022
Change History: Astroport Github
These terms and conditions (these “Terms” ) constitute a binding legal agreement between each individual, entity, group or association who views, interacts, links to or otherwise uses or derives any benefit from the Site (as defined below) ( “Users” ) and Delphi Labs Ltd, a British Virgin Islands company limited by shares (the owner/operator of the Site) and each of its successors and assigns (the “Site Operator” ).
Please contact us at [email protected] for any questions or issues.
Among other things, the Terms and Conditions provide that you must:
The above is only a partial summary. You should read the Terms and Conditions in their entirety. In the event of any conflict or consistency on between this summary and the Terms and Conditions relating to any issue, the Terms and Conditions will be determinative of the issue.
The Site aggregates and publishes publicly available third-party information about:
The Site also offers interaction methods whereby the User can indicate a transaction the User would like to perform in connection with the Astroport Smart Contract Systems (such as swapping one token for another). When used in this way, the Site can generate a draft transaction message which the User can independently utilize in conjunction with a third-party wallet application or device to conduct transactions on Terra.
All information and functionality available on the Site is subject to, and each User hereby acknowledges and agrees to accept and assume the risks and qualifications set forth in, the Astroport Disclaimers and Disclosures, as they may be updated from time to time.
The Astroport Smart Contract Protocol is software source code freely licensed to the public, which provides an “automatic market-making” protocol through which tokens can be traded and certain other protocols through which tokens can be voted, staked or otherwise transacted with on any compatible peer-to-peer blockchain network system. Each Astroport Smart Contract System is a copy of the Astroport Smart Contract Protocol that has been compiled to bytecode and permanently associated with one or more specific public addresses on Terra. Through a compatible third-party Terra wallet application or device or a Terra Core Node, any User may pay Terra Validators to operate and record the results of the Astroport Smart Contract System in accordance with the User’s instructions, thus effectuating token transactions on Terra.
The Site Operator does not own, operate or control Terra or the Astroport Smart Contract System. Using Terra or the Astroport Smart Contract System does not require use of the Site. The Site aggregates and publishes publicly available information about Terra and the Astroport Smart Contract System in a user-friendly and convenient format. Such information is also independently available from other sources—for example, a person may directly review Terra transaction history, account balances and the Astroport Smart Contract System on a Terra block explorer.
By combining publicly available information with the User’s interactions with the Site, the Site can draft standard transaction messages compatible with the Astroport Smart Contract System which are designed to accomplish the User’s operational goals as expressed through the interactions. If the User so wishes, the User may broadcast such messages to Terra in order to initiate token transactions.
All draft transaction messages are delivered by the Site via API to a compatible third-party Terra wallet application or device selected by the User after pressing the “Connect Wallet” button on the Site. The User must personally review and authorize all transaction messages that the User wishes to send to Terra; this requires the User to sign the relevant transaction message with a private cryptographic key inaccessible to the Site. The User-authorized message will then be broadcast to Terra Validators through the wallet application or device and the User may pay a network fee to have the Terra Validators apply the transaction message to the Astroport Smart Contract System and record the results on Terra—resulting in a token transaction being completed on Terra.
The Site Operator and the Site are not agents or intermediaries of the User, do not store or have access to or control over any tokens, private keys, passwords, accounts or other property of the User, and are not capable of performing transactions or sending transaction messages on behalf of the User. The Site does not hold and cannot purchase, sell or trade any tokens. All transactions relating to the Astroport Smart Contract System are effected and recorded solely through the interactions of the User with the Terra Validators , who are not under the control of or affiliated with the Site Operator or the Site.
“Astroport Smart Contract Protocol” means the source code at https://github.com/astroport-fi/astroport-core and all other relevant code at https://github.com/astroport-fi/astroport, in each case, including all current and prior versions thereof.
“Astroport Smart Contract System” means all blockchain-based runtime bytecodes (aka “smart contracts”) about which the Site provides or ever has provided any information, and includes, without limitation, (for 'Terra Classic') the runtime bytecodes deployed to the Terra network addresses listed in the JSON files at https://github.com/astroport-fi/astroport-changelog/tree/main/terra-1/columbus-5 (as such files are updated from time to time) and (for 'Terra' aka 'Terra 2') the runtime bytecodes deployed to the Terra network addresses listed in the JSON files at https://github.com/astroport-fi/astroport-changelog/tree/main/terra-2, all of which are incorporated herein by reference.
“Site” means the web site, web pages, web applications and information and software available at or accessible through the URL https://astroport.fi/ or any sub-URL of such URL.
“Terra” : means, at each time, the canonical blockchain and virtual machine environment of any applicable Terra Validator blockchain network (including the ‘phoenix-1’ (aka "Mainnet") and 'columbus-5' (aka "Mainnet (Terra Classic)"), as recognized by at least a majority of the Terra Validators then being operated in good faith in the ordinary course of such network.
“Terra Core Nodes” : means, at each time, the internet-connected computers then running unaltered and correctly configured instances of the most up-to-date production release of Terra Core (the reference implementation of the Terra Protocol at https://github.com/terra-money/core).
“Terra Validators” : means, at each time with respect to each applicable blockchain network recogized by Terra Core, the Terra Core Nodes included in the active validator set for such network at such time.
Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 2.
Site Operator makes no representations or warranties as to the quality, origin, or ownership of any content found on or available through the Site. Site Operator shall not be liable for any errors, misrepresentations, or omissions in, of, and about, the content, nor for the availability of the content. Site Operator shall not be liable for any losses, injuries, or damages from the purchase, inability to purchase, display, or use of content.
In providing information about tokens, the Site associates or presumes the association of a token name, symbol or logo with a specific smart contract deployed to one or more blockchain systems. In making such associations, the Site relies upon third-party resources which may not be accurate or may not conform to a given User’s expectations. Multiple smart contracts can utilize the same token name or token symbol as one another, meaning that the name or symbol of a token does not guarantee that it is the token desired by the User or generally associated with such name or symbol. Users must not rely on the name, symbol or branding of a token on the Site, but instead must examine the specific smart contract associated with the name, symbol or branding and confirm that the token accords with User’s expectations.
Users are solely responsible for all matters relating to their accounts, addresses and tokens and for ensuring that all uses thereof comply fully with these Terms. Users are solely responsible for protecting the data integrity and confidentiality of their login information and passwords or private keys for the Site or any wallet applications or devices used in connection with the Site. The compatibility of the Site with Terra wallet applications and devices or other third-party applications or devices is not intended as, and you hereby agree not to construe such compatibility as, an endorsement or recommendation thereof or a warranty, guarantee, promise or assurance regarding the fitness or security thereof.
There are no fees or charges for use of the Site. Use of the Astroport Smart Contract System and use of Terra is subject to third-party transaction fees. The Site Operator does not receive such fees and has no ability to reverse or refund any mounts paid in error.
The Site is a free web application operated and maintained in the sole and absolute discretion of the Site Operator The Site Operator assumes no duties, liabilities, obligations or undertakings to continue operating or maintaining the availability of the Site and may terminate or change the Site in any or all respects at any time. The Site Operator has no business plan or revenue model for the Site. The Site Operator does not have revenues or a viable long-term business plan or capital-raising plan, and may become unable or unwilling to fund the operational costs of the Site on a long-term basis or to fund the upgrade costs required to keep the Site up to date with current technologies.
The Site Operator has no obligation to ensure that the Site is a complete and accurate source of all information relating to the Astroport Smart Contract System or any other subject matter. The Site does not necessarily display all tokens that are available for trading in connection with the Astroport Smart Contract System. Even if the Site currently displays a particular token or token pair, the Site may discontinue tracking and publishing information about that token or token pair at any time, in the Site Operator’s sole and absolute discretion. In the event of such a discontinuation, Users may need to rely on third-party resources such as block explorers or Terra Core Nodes in order to get equivalent information, and, depending on the User’s level of expertise and the quality of such third-party resources, this may result in the User incurring financial losses due to delays or mistakes in processing information or transactions.
The Astroport Smart Contract Protocol is available under a free open-source license , and the Site Operator does not have proprietary or exclusive rights in the Astroport Smart Contract Protocol. It is possible that additional copies of the Astroport Smart Contract Protocol or derivatives thereof will be deployed to Terra or other blockchain systems in the future by any person, resulting in the existence of multiple ‘Astroport-branded’ smart contract systems. The Site Operator is under no obligation to publish information for all such copies of the Astroport Smart Contract Protocol or to warn Users regarding the existence of such alternatives.
The Site Operator reserves the right to terminate or limit any person’s User status or access to or use of the Site at any time, without or without notice, as determined in the Site Operator’s sole and absolute discretion. Such terminations and limitations may be based on any factor or combination of factors, including a person’s identity, blockchain address, IP address, internet service provider, virtual provider network provider, metadata, browser software, device type, wallet application, wallet device, region of citizenship or residence or current location, or suspicion that User has engaged or intends to engaged in any Prohibited Use.
The Site Operator reserves the right at all times to cooperate with any governmental or law enforcement investigation or to disclose any information it deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, based on any applicable law, regulation, legal process or governmental request, in the Site Operator’s sole and absolute discretion.
The Site Operator and the Site are not registered or qualified with or licensed by, do not report to and are not under the active supervision of any government agency or financial regulatory authority or organization. No government or regulator has approved or consulted with the Site Operator regarding the accuracy or completeness of any information available on the Site. Similarly, the technology, systems, tokens and persons relevant to information published on the Site may not be registered with or under the active supervision of or be registered or qualified with or licensed by any government agency or financial regulatory authority or organization. The Site Operator is not registered as a broker, dealer, advisor, transfer agent or other intermediary.
Each User, subject to and conditioned upon such User’s eligibility under and acceptance of and adherence to these Terms, is hereby granted a personal, revocable, non-exclusive, non-transferable, non-sub-licensable license to view, access and use the Site for the Permitted Uses in accordance with these Terms.
The HTML and other software code and text used in the Site (other than certain proprietary third-party fonts) will be available in various repositories at https://github.com/astroport-fi , and will be freely licensed under the applicable license set forth in each such repository.
All Astroport-related marks, logos and branding used on the Site are non-proprietary and freely licensed under the Astroport Brand Policy and Creative Commons Attribution-ShareAlike 4.0 International License . All other marks, logos and branding appearing on the Site (including token names, symbols and logos identified on the Site which may trade in connection with the Astroport Smart Contract System) are the property of their respective owners.
The Site may directly or indirectly collect and temporarily store personally identifiable information for operational purposes, including for the purpose of identifying blockchain addresses or IP addresses that may indicate use of the Site from prohibited jurisdictions or by sanctioned persons or other Prohibited Uses. Except as required by applicable law, the Site Operator will have no obligation of confidentiality with respect to any information collected by the Site.
The Astroport Smart Contract Protocol will be available in various repositories at https://github.com/astroport-fi , including https://github.com/astroport-fi/astroport , and will be freely licensed under the applicable license set forth in each such repository.
The Site is available exclusively for use by technologically and financially sophisticated persons who wish to use the Site for informational purposes only as an aid to their own research, due diligence and financial decisionmaking. Before utilizing information from the Site (including any draft transaction messages) to engage in transactions, each User must independently verify the accuracy of such information (and the consistency of such draft transaction messages with the User’s intentions). The foregoing are the “Permitted Uses” .
Each User must not, directly or indirectly, in connection with their use of the Site:
utilize the Site other than for the Permitted Uses;
utilize the Site at any time when any representation of User set forth in Section 5 is untrue or inaccurate;
rely on the Site as a basis for or a source of advice concerning any financial decisionmaking or transactions;
employ any device, scheme or artifice to defraud, or otherwise materially mislead, any person;
engage in any act, practice or course of business that operates or would operate as a fraud or deceit upon the Site Operator or any other person;
violate, breach or fail to comply with any applicable provision of these Terms or any other terms of service, privacy policy, trading policy or other contract governing the use of the Site;
engage or attempt to engage in or assist any hack of or attack on the Site or any wallet application or device, including any “sybil attack”, “DoS attack” or “griefing attack” or theft;
commit any violation of applicable laws, rules or regulations;
engage in or knowingly facilitate any “front-running,” “wash trading,” “pump and dump trading,” “ramping,” “cornering” or fraudulent, deceptive or manipulative trading activities, including:
transact in securities, commodities futures, trading of commodities on a leveraged, margined or financed basis, binary options (including prediction-market transactions), real estate or real estate leases, equipment leases, debt financings, equity financings or other similar transactions, in each case, if such transactions do not comply with all laws, rules and regulations applicable to the parties and assets engaged therein;
engage in token-based or other financings of a business, enterprise, venture, DAO, software development project or other initiative, including ICOs, DAICOs, IEOs, or other token-based fundraising events; or
engage in any act, practice or course of business that operates to circumvent any sanctions or export controls targeting the User or the country or territory where User is located.
The foregoing matters are referred to herein as “Prohibited Uses” .
Each User hereby represents and warrants to Site Operator that the following statements and information are accurate and complete at all relevant times. In the event that any such statement or information becomes untrue as to a User, User shall immediately cease accessing and using the Site.
If User is an individual, User is of legal age in the jurisdiction in which User resides (and in any event is older than eighteen years of age) and is of sound mind. If User is a business entity, User is duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is organized, and has all requisite power and authority for a business entity of its type to carry on its business as now conducted.
User has all requisite capacity, power and authority to accept the terms and conditions of these Terms and to carry out and perform its obligations under these Terms. These Terms constitutes a legal, valid and binding obligation of User enforceable against User in accordance with its terms.
User agreeing to these Term and using the Site does not constitute, and would not reasonably be expected to result in (with or without notice, lapse of time, or both) a breach, default, contravention or violation of any law applicable to User, or contract or agreement to which User is a party or by which User is bound. The tokens or other funds User uses to participate in the Astroport Smart Contract System are not derived from, and do not otherwise represent the proceeds of, any activities done in violation or contravention of any law.
User is not (and, if User is an entity, User is not owned or controlled by any other person who is), and is not acting on behalf of any other person who is, (a) located or ordinarily resident in Cuba, Iran, North Korea, Sudan, Syria, any of the the Crimea, Donetsk People’s Republic (DNR) or Luhansk People’s Republic (LNR) regions of Ukraine, or any other country or any other country or jurisdiction against which the U.S., U.K. E.U. or other nation or international organization maintains economic sanctions; (b) listed by the U.S., U.K. E.U. or other nation or international organization the a prohibited party; or (c) subject to any other national or international sanctions or export controls under any law or by the U.S., U.K. E.U. or other nation or international organization.
User is knowledgeable, experienced and sophisticated in using and evaluating blockchain and related technologies and assets, including Terra, tokens, yield-generating smart contract systems, automated market making smart contract systems, bonding curve systems and “smart contracts” (runtime bytecode deployed to Terra or another blockchain). User has conducted its own thorough independent investigation and analysis of the Astroport Smart Contract System and the other matters contemplated by these Terms, and has not relied upon any information, statement, omission, representation or warranty, express or implied, written or oral, made by or on behalf of Site Operator in connection therewith, except as expressly set forth by Site Operator in these Terms.
Each User hereby acknowledges and agrees and consents to, and assumes the risks of, the matters described in this Section 6.
Notwithstanding anything to the contrary contained on the Site, in these Terms, or in any other agreement or publication, Site Operator shall not be liable to any person, whether in contract, tort (including pursuant to any cause of action alleging negligence), warranty or otherwise, for any economic or other damages to any User or other person, including any special, incidental, consequential, indirect, punitive or exemplary damages (including but not limited to lost data, lost profits or savings, loss of business or other economic loss) arising out of or related to these Terms, whether or not Site Operator has been advised or knew of the possibility of such damages, and regardless of the nature of the cause of action or theory asserted.
The Site is being provided on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by law, Site Operator is not making, and hereby disclaims, any and all information, statements, omissions, representations and warranties, express or implied, written or oral, equitable, legal or statutory, in connection with the Site and the other matters contemplated by these Terms, including any representations or warranties of title, non-infringement, merchantability, usage, security, uptime, reliability, suitability or fitness for any particular purpose, workmanship or technical quality of any code or software used in or relating to the Site. User acknowledges and agrees that use of the Site is at the User’s own risk.
Site Operator has no responsibility for the tokens traded by Users on the Astroport Smart Contract System. Site Operator does not investigate and cannot guarantee or warrant the authenticity, originality, uniqueness, marketability, legality or value of any token traded by Users on the Astroport Smart Contract System, even if information about such token is available on the Site.
All information provided by or on behalf of Site Operator is for informational purposes only and should not be construed as professional, accounting or legal advice. Users should not take or refrain from taking any action in reliance on any information contained in these Terms or provided by or on behalf of Site Operator. Before Users make any financial, legal, or other decisions involving the Site, Users should seek independent professional advice from persons licensed and qualified in the area for which such advice would be appropriate.
Any claim or cause of action a User may have or acquire in connection with the Site or any of the other matters contemplated by these Terms shall survive for the shorter of, and may be brought against Site Operator solely prior to: (a) the expiration of the statute of limitations applicable thereto; and (b) the date that is six months after the date on which the facts and circumstances giving rise to such claim or cause of action first arose.
References, links or referrals to or connections with or reliance on third-party resources, products, services or content, including smart contracts developed or operated by third parties, may be provided to Users in connection with the Site. In addition, third parties may offer promotions related to the Site. Site Operator does not endorse or assume any responsibility for any activities of or resources, products, services, content or promotions owned, controlled, operated or sponsored by third parties. If Users access any such resources, products, services or content or participate in any such promotions, Users do so solely at their own risk. Each User hereby expressly waives and releases Site Operator from all liability arising from User’s use of any such resources, products, services or content or participation in any such promotions. User further acknowledges and agrees that Site Operator shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such resources, products, services, content or promotions from third parties.
The tax consequences of purchasing, selling, holding, transferring or locking tokens or otherwise utilizing the Astroport Smart Contract System are uncertain, may vary by jurisdiction and may be adverse to a User. Site Operator has undertaken no due diligence or investigation into such tax consequences, assumes no obligation or liability to optimize the tax consequences to any person and is not providing any tax advice.
Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in these Terms may not apply in full to specific Users. The disclaimers and limitations of liability provided in these terms shall apply to the fullest extent permitted by applicable law.
All provisions of these Terms which disclaim or limit obligations or liabilities of Site Operator shall also apply, mutatis mutandis , to the officers, directors, members, employees, independent contractors, agents, stockholders, debtholders and affiliates of Site Operator.
Each User shall defend, indemnify, compensate, reimburse and hold harmless Site Operator (and each of its officers, directors, members, employees, agents and affiliates) from any claim, demand, action, damage, loss, cost or expense, including without limitation reasonable attorneys’ fees, arising out or relating to (a) User’s use of, or conduct in connection with, the Site; (b) User’s violation of these Terms or any other applicable policy or contract of Site Operator; or (c) User’s violation of any rights of any other person or entity.
These Terms shall be governed by and construed and interpreted in accordance with the laws of the British Virgin Islands (irrespective of the choice of laws principles) as to all matters, including matters of validity, construction, effect, enforceability, performance and remedies. Although the Site may be available in other jurisdictions, each User hereby acknowledges and agrees that such availability shall not be deemed to give rise to general or specific personal jurisdiction over Site Operator in any forum outside the British Virgin Islands.
If a User has a potential legal dispute, claim or cause of action against Site Operator, the User shall first (prior to initiating any litigation proceedings) contact Site Operator by sending an email to [email protected] describing the nature of the potential dispute, claim or cause of action and providing all relevant documentation and evidence thereof. If so elected by Site Operator, User shall use commercially reasonable efforts to negotiate a settlement of any such legal dispute, claim or cause of action within 60 days of the delivery of such email. Any such dispute, claim or cause of action that is not finally resolved by a binding, written settlement agreement within such 60 days shall be brought and resolved exclusively in accordance with the following provisions of this Section 7.
To the extent that any court is required to weigh on the enforceability of Section 7.3, to enforce any judgment of the arbitrator, then, without limiting Section 7.3 or any other provision of this Agreement, the User (A) hereby irrevocably and unconditionally submit to the jurisdiction of the courts of the British Virgin Islands for such purpose; (B) agrees not to commence any suit, action or other proceeding arising in connection with or based upon this instrument or the matters contemplated by this instrument except before the courts of the British Virgin Islands, and (C) hereby waives, and agrees not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or that this instrument or the subject matter hereof or thereof may not be enforced in or by such court.
In accordance with Cal. Civ. Code Sec. 1789.3, if a User is a California State resident, the User may file grievances and complaints regarding the Site with the California Department of Consumer Affairs, Consumer Information Division; 1625 North Market Blvd., Suite N 112, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834 or by phone at 800-952-5210; or by email to: [email protected].
The headings and captions contained in these Terms are for convenience of reference only, shall not be deemed to be a part of these Terms and shall not be referred to in connection with the construction or interpretation of these Terms.
These Terms shall inure to the benefit of Site Operator, the Users, and their respective permitted successors, permitted assigns, permitted transferees and permitted delegates and shall be binding upon all of the foregoing persons and any person who may otherwise succeed to any right, obligation or liability under these Terms by operation of law or otherwise. A User shall not assign any of a User rights or delegate any of a User liabilities or obligations under these Terms to any other person without Site Operator’s advance written consent. Site Operator may freely assign, transfer or delegate its rights, obligations and liabilities under these Terms to the maximum extent permitted by applicable law.
In the event that any provision of these Terms, or the application of any such provision to any person or set of circumstances, shall be determined by an arbitrator or court of competent jurisdiction to be invalid, unlawful, void or unenforceable to any extent: (a) the remainder of these Terms, and the application of such provision to persons or circumstances other than those as to which it is determined to be invalid, unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law; and (b) Site Operator shall have the right to modify these Terms so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the transactions contemplated hereby be consumed as originally contemplated to the fullest extent possible.
Site Operator shall not incur any liability or penalty for not performing any act or fulfilling any duty or obligation hereunder or in connection with the matters contemplated hereby by reason of any occurrence that is not within its control (including any provision of any present or future law or regulation or any act of any governmental authority, any act of God or war or terrorism, any epidemic or pandemic, or the unavailability, disruption or malfunction of the Internet, the World Wide Web or any other electronic network, the Terra network or blockchain or Astroport Smart Contract System or any aspect thereof, or any consensus attack, or hack, or denial-of-service or other attack on the foregoing or any aspect thereof, or on the other software, networks and infrastructure that enables Site Operator to provide the Site), it being understood that Site Operator shall use commercially reasonable efforts, consistent with accepted practices in the industries in which Site Operator operates, as applicable, to resume performance as soon as reasonably practicable under the circumstances.
These Terms may only be amended, modified, altered or supplemented by or with the written consent of Site Operator. Site Operator reserves, the right, in its sole and absolute discretion, to amend, modify, alter or supplement these Terms from time to time. The most current version of these Terms will be posted on the Site. Any changes or modifications will be effective immediately upon the modified Agreement being posted to the Site. A User shall be responsible for reviewing and becoming familiar with any such modifications. Each User hereby waives any right such User may have to receive specific notice of such changes or modifications. Use of the Site by a User after any modification of these Terms constitutes the User’s acceptance of the modified terms and conditions. If a User does not agree to any such modifications, the User must immediately stop using the Site.
No failure or delay on the part of Site Operator in the exercise of any power, right, privilege or remedy under these Terms shall operate as a waiver of such power, right, privilege or remedy; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy. Site Operator shall not be deemed to have waived any claim arising out of these Terms, or any power, right, privilege or remedy under these Terms, unless the waiver of such claim, power, right, privilege or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of Site Operator, and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.
These Terms constitutes the entire agreement between the parties relating to the subject matter hereof and supersede all prior or contemporaneous agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof.
(a) “hereof,” “herein,” “hereunder,” “hereby” and words of similar import will, unless otherwise stated, be construed to refer to these Terms as a whole and not to any particular provision of these Terms;
(b) “include(s)” and “including” shall be construed to be followed by the words “without limitation”;
(c) “or” shall be construed to be the “inclusive or” rather than “exclusive or” unless the context requires otherwise;
(d) any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in the construction or interpretation of these Terms;
(e) section titles, captions and headings are for convenience of reference only and have no legal or contractual effect.;
(f) whenever the context requires: the singular number shall include the plural, and vice versa; the masculine gender shall include the feminine and neuter genders; the feminine gender shall include the masculine and neuter genders; and the neuter gender shall include the masculine and feminine genders; and
(g) except as otherwise indicated, all references in these Terms to “Sections,” “clauses,” etc., are intended to refer to Sections of Sections, clauses, etc. of these Terms.