Terms And Condition

THIS DIGITAL DOCUMENT, UPON ACCEPTANCE, IS INTENDED TO CREATE A LEGALLY BINDING AGREEMENT UNDER THE LAWS OF INDIA INCLUDING BUT NOT LIMITED TO THE INFORMATION TECHNOLOGY ACT, 2000 AND THE RULES MADE THEREUNDER AND ACCORDINGLY CONTAINS A DISPUTE RESOLUTION CLAUSE. THE CHANNEL PARTNER (AS DEFINED BELOW) ACCESSING AND AGREEING TO THE TERMS HEREOF IS REQUIRED TO PERUSE THROUGH THIS DOCUMENT CAREFULLY BEFORE ACCEPTING TO THE SAME. THE CHANNEL PARTNERS ACCEPTANCE OF THIS TERMS (AS DEFINED BELOW) BY WAY OF THE “I ACCEPT” TAB AT THE END OF THE WEB-PAGE WILL DEMONSTRATE UNEQUIVOCAL ACCEPTANCE OF THE OBLIGATIONS CONTAINED HEREIN.

These are the ‘Terms & Conditions’ (“Terms”) of TenB Fintech Private Limited’s (hereinafter referred to as “Ambak”) for the engagement of any person (whether a natural person or a juristic person), who is desirous of acting as the ‘channel partner’ (“Channel Partner”) (whether directly or through its Authorized Personnel in case the Channel Partner is a juristic person) for Ambak and who has accepted this Terms by way of the [“I Accept” tab] at the end of this web-page, to access Ambak’s proprietary digital platform including its software available at www.ambak.comor Ambak’s mobile applications such as Ambak Saathi, Ambak Yoddha, Ambak Sangam, hereinafter collectively referred to as “Ambak Platform” and to avail the Services (as defined below).

1. Definitions- As used in this Terms, the following terms shall have the meanings set forth below:

1.1 “Account” means the account created by the Channel Partner on the Ambak Platform, using the Credentials to avail the Services.
1.2 “Applicable Laws” shall mean any statute, law, rules regulation, ordinance, notification, order, decree, judgment, rule of common law, government approvals, bye-laws or other governmental restrictions or any administrative order or notice in effect as of the date of this Terms or anytime thereafter.
1.3 “Authorized Personnel” means in case of a Channel Partner which is juristic person, such natural person who is employed with the Channel Partner and is duly authorized by such Channel Partner to access the Account and procure the Services on behalf of the Channel Partner.
1.4 “Credentials” means the credentials assigned to the Channel Partner including the password, using which credentials the Channel Partner can access the Account.
1.5 “Client” means the person/customer for whom the Channel Partner is sourcing the Financial Products through the Ambak Platform.
1.6 “Financial Products” means loan(s) for which Channel Partner facilitate/source the applications to be made to financial institutions/lender on behalf of the Client.
1.7 “Intellectual Property Rights” means all rights in and in relation to all intellectual property rights (including the Ambak Platform) subsisting in the products, software, processes, etc. manufactured, developed, being developed and/or proposed to be developed by Ambak, including all patents, patent applications, moral rights, trademarks, trade names, service marks, service names, brand names, internet domain names and sub-domains, inventions, processes, formulae, copyrights, business and product names, logos, slogans, trade secrets, industrial models, designs, database rights, methodologies, computer programs (including all source codes technical information, manufacturing, engineering and technical drawings, know- how, all pending applications for and registrations of patents, entity models, trademarks, service marks, copyrights, designs and internet domain names and sub- domains and all other intellectual property or similar proprietary rights of whatever nature (whether registered or not and including applications to register or rights to apply for registration) in each case anywhere in the world.
1.8 “Licensed Material” means technical documentation, user manual and other related materials relating to the Ambak Platform and the Services (if any).
1.9 “Services” means simplifying the distribution of the Financial Products using different features of the Ambak Platform.
1.10 “Parties” means Ambak and the Channel Partner collectively referred to.
1.11 “Party” means each of Ambak and the Channel Partner individually referred to.
1.12 “Terms” means this Terms, its schedules, and exhibits together with all amendments as approved in writing by the Parties from time to time.

2. Interpretation - Unless otherwise, the context requires in this Terms:

2.1 The Annexures form part of this Terms and shall have effect as if set out in full in the body of this Terms. Any reference to this Terms includes its Annexure.
2.2 This Terms is a sub-set of the Terms of Use of the Company available at [●] (“TOU”) especially applicable on Users (as defined in the TOU) who are Channel Partners. The Channel Partners are notified that this Terms, the TOU read along with the privacy policy available at [●] (“Privacy Policy”) form the entire understanding between the Parties.
2.3 Any expression used in capitalized form which is not defined specifically shall bear the meaning assigned to the same in the TOU or the Privacy Policy.
2.4 Clause, Schedule and paragraph headings shall not affect the interpretation of this Terms.
2.5 Unless the context otherwise requires, words in the singular shall include the plural, and in the plural shall include the singular.
2.6 Reference to Channel Partner shall include the reference to the Authorized Personnel unless otherwise indicated.
2.7 Any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

3. Eligibility and Requirements to On-board

3.1 The Channel Partner acknowledges- (a) In case the Channel Partner is natural person, that he/she has attained 18 (eighteen) years of age and is a citizen and a resident of India; or (b) In case the Channel Partner is juristic person, that its Authorized Personnel has attained 18 (eighteen) years of age and is a citizen and a resident of India.
3.2 No entry fee is required to be paid for participating in this Terms, however Ambak may modify/vary this Terms to include such fees as it may deem fit.
3.3 The Channel Partner is required to create its Account in order to access the Ambak Platform and avail the Services in the manner set in the TOU (Your Registration/Account). The Channel Partner is obligated to maintain confidentiality of the Credentials and for any loss arising to him/her/it on account of any unauthorized access to the Ambak Platform using his/her/its Credential or otherwise.
3.4 The Channel Partner shall provide true, accurate, current and complete information while registering its Account on the Ambak Platform and undertakes to update/inform Ambak of any change in the information from time to time as it has a direct bearing on the provision of Services or the which has any adverse impact on the Clients.
3.5 The Channel Partner consent to the collection, processing and use of its personal information and also consents to receiving communication in all forms and kind (including promotional messages) from Ambak including via WhatsApp, E-Mail, SMS and calls. The Channel Partner consents to waive the do-not-disturb (“DND”) protocol in for the purpose of the communications stipulated herein in the event he/she/it has subscribed to the same.
3.6 Ambak reserves the right to cancel the Terms and/or amend the Terms without notice. Any changes to the Terms, or cancellation of the Terms, will be posted on Ambak’s website and it will be the responsibility of the Channel Partner to keep himself/herself/itself apprised of the same. Any continued use of the Ambak Platform after such change/amendment/updated will mean that the Channel Partner has consented to such changed terms; and
3.7 For participating in the Ambak Platform, the Channel Partner is required to login with using its/his/her Credentials.

4. Relationship between the Channel Partner and Ambak

4.1 This Agreement is entered between the Parties on a principal to principal basis. The relationship between the Channel Partner and Ambak shall be governed exclusively by this Terms and notwithstanding any nomenclature used in this Terms, no presumption of any relation in the nature of agency, joint venture, partnership or functionality shall be presumed or shall exist. Neither Party is acting as a fiduciary for or as an advisor to the other Party in respect of this Terms.
4.2 Use of the Company’s logo by the Channel Partner is strictly prohibited except for the limited use as required to discharge their obligation under these Terms.
4.3 The Channel Partners shall act within the mandate provided by the Company and shall not do an act or omit to do an act or be part of an activity that conflicts with the business of interests of the Company or jeopardises its business or reputation.

5. Grant of License

5.1 Ambak hereby grants to the Channel Partner, subject to payment of requisite fee (if any), a non-exclusive, non-assignable, license to access the Ambak Platform and use Services made available on the Ambak Platform, solely for business purposes and in accordance with the conditions of this Terms and the TOU.
5.2 Notwithstanding anything contained in this Terms or TOU, in case of any discrepancy in between the terms of this Terms and TOU, the terms of this Terms shall prevail.

6. Sourcing of the Financial Products

6.1 The Channel Partner agrees to source Financial Products for the Clients and use the Ambak Platform in accordance with this Terms to inter alia process the application of the Clients.
6.2 The Channel Partner acknowledges that the consideration for the same is by way of the payment of the Marketing Fees (as defined below) and that the Channel Partner shall not receive any consideration whether monetary or otherwise from the Clients.
6.3 The Channel Partner shall adhere to the- (a) Reserve Bank of India’s guidelines and regulations on sourcing of Financial Products; (b) Ambak’s regulations, guidelines, standard operating procedures and instructions as may be intimated to the Channel Partner from time to time; (c) Guidelines/regulations/policy of the relevant lender/financial institution; and (d) other Applicable Laws in relation to the Financial Products.
6.4 The Channel Partner shall ensure that he/she/it is not providing multi-funding from different banks beyond the payment capacity of their prospected Clients. It shall be the responsibility of the Channel Partner that they shall not resort to any act, commission or omission, negligence, fraud, forgery, dishonesty, misconduct or violation in providing any details of their prospective Clients, for availing multi-funding facility.
6.5 The Channel Partner shall take prior written consent of the Clients for uploading their information as required under Applicable Law. Ambak shall not be liable for any information uploaded on the Ambak Platform without the prior consent of the Client.
6.6 The Services related to the Financial Product restricted to its facilitation through the Ambak Platform and its use for the aforementioned purposes shall not, in any manner, modify the terms and conditions applicable to such Financial Product. Ambak shall assume no liability in respect of violation of the same.

7. Limited License and Prohibited Conduct

7.1 The Channel Partner has a limited license to access the Ambak Platform and the Services, and the Channel Partner shall not modify the Ambak Platform and the Services, or any portion of it, or any content, information or data available on the Ambak Platform.
7.2 This Ambak Platform or any portion of Ambak Platform shall not be reproduced, duplicated, copied, reverse engineered, sold, resold, visited, or otherwise exploited for any commercial purpose without express consent of Ambak in writing.
7.3 The Channel Partner, with regard to the Ambak Platform and Services, is hereby prohibited from undertaking any and all actions prohibited under these Terms, Applicable Law and the TOU.
7.4 The Channel Partner hereby acknowledges and accepts that if the Channel Partner breaches any term of this Terms, Ambak at its own discretion shall have the right to suspend/terminate/revoke access or stop providing Ambak Platform and its Services to the Channel Partner. This right of Ambak is without prejudice to other rights under Applicable Law and Clause 12 below.

8. Ownership of Licensed Materials and Restriction

The Ambak Platform and the Licensed Materials are proprietary to Ambak and are protected under Applicable Law, and all right, title, and interest in and to the Ambak Platform and the Licensed Materials (except for certain public domain and/or open source development tools, routines, subroutines, and programs contained within the Ambak Platform), including all revisions, updates and enhancements thereof and derivative works based thereon and all Intellectual Property Rights contained therein or relating thereto, are and will at all times remain with Ambak. This Terms does not convey to the Channel Partner any interest in or to the Licensed Materials, but only a limited right of use, subject to and revocable in accordance with the terms of this Terms.

9. Fee and Charges

9.1 The Channel Partner hereby acknowledges that in consideration of the Ambak Platform and its Services provided by Ambak to the Channel Partner, the Channel Partner agrees to pay the fees to Ambak (if applicable) as may be agreed from time to time by way of e-mails exchange.
9.2 Ambak hereby acknowledges that if the Channel Partner applies/processes/files an application of Financial Product for a Client or provide such other services which is agreed between the Parties separately (“Marketing Services”) then upon accrual of Ambak’s fees from the relevant financial institution/lender for such Client, if any, the Channel Partner shall be entitled to receive fees from Ambak as agreed between the Parties from time to time (“Marketing Fee”).
9.3 Applicable taxes including goods and services taxes on the fee shall be borne by Ambak. Notwithstanding anything contained anywhere in the Terms, in the event that the input tax credit of the good and services taxes charged by the Channel Partner is denied by tax authorities to Ambak. Ambak shall be entitled to recover such amount from the Channel Partner. In addition to the amount of goods and service taxes, Ambak shall also be entitled to recover interest at the applicable rate and penalty, in case any penalty is imposed by the tax authorities on Ambak.
9.4 The Channel Partner further agrees that Ambak shall have the right to deduct from the Marketing Fee payable to the Channel Partner, any amount (a) due to Ambak from the Channel Partner including the Service Fees (if applicable); and (b) equivalent to any loss under any Applicable Law in relation to ‘taxes’ suffered by Ambak due to its transactions with the Channel Partner.
9.5 The Channel Partner hereby further acknowledges and accepts that if the Channel Partner fails to pay the amount as intimated by Ambak via e-mail within seven (7) days from the due date, Ambak at its own discretion shall have the right to suspend/terminate/revoke access or stop providing Ambak Platform and its Services to the Channel Partner.
9.6 The Parties agree that after the payment of the Marketing Fees, Ambak will have the right to claw back/receive the entire amount of Marketing Fees for a particular Client in the following events- (a) If the financial institution/lender cancels/recalls the loan for any reason; and/or (b) such Marketing Fees has not arisen as per this Terms, the standard operating procedure followed by the Parties and was erroneously made in the first place. This right can be exercised by Ambak by way of set-off from any future payables to the Channel Partner.

10. Confidentiality Information

10.1 In pursuance of this Terms and in relation to the Ambak Platform and the Services stipulated herein, the Channel Partner hereby acknowledges and agrees that all or any information of Ambak and/or the Clients or any information in relation to the transactions contemplated under this Terms that it receives in tangible or intangible form including but not limited to documents, records, information, data (written, verbal or electronic), models, analysis software, software code, source code, technical data, trade secrets, know-how, all user information, product information, business information, processes, marketing plans, compilations, studies, prototypes, samples, methodologies, strategies, work in process, developments, communications, specifications, notes, business plan, intentions, market opportunities, plan of operations, any information not in the public domain, financial information, any and all information derived from such business information, information pertaining to the transaction contemplated herein, information that may have commercial value for the business of Ambak, the disclosure of which shall be detrimental to the interests of Ambak and/or any such information in connection with the business of Ambak, which it may become privy to under this Terms be considered as confidential and proprietary information of disclosing party (“Confidential Information”), whether received orally, in writing or in electronic form. The Parties acknowledges that the information stipulated above is not exhaustive and that Confidential Information shall include any and all information whether such information has been expressly designated as such or implied by virtue of its nature.
10.2 Notwithstanding the foregoing, Confidential Information does not include information that (i) is lawfully made available to the general public, (ii) is or becomes generally known to the public not as a result of a disclosure by the Channel Partner, or (iii) is rightfully in the possession of the Channel Partner prior to disclosure by Ambak. The foregoing exceptions do not apply to the disclosure of personal information of the Clients, which shall not be disclosed without following the process set out under Applicable Law.
10.3 The Channel Partner shall ensure that any information and data received, not limited to the Confidential Information, shall be strictly kept confidential; using the same degree of care as used to protect its own Confidential Information of the like nature, but no less than a reasonable degree of care to prevent unauthorized use or disclosure including all Confidential Information shared during the term of this Terms, except to its employees, as may be required for the purpose of the business on need-to-know basis.
10.4 The Channel Partner agrees that it shall use the Confidential Information of Ambak and or the Clients only as follows only in relation to this Terms and shall not disclose any such Confidential Information or any part thereof the third-party.
10.5 The Channel Partner acknowledges that any unauthorized disclosure of the Confidential Information may result in loss and irreparable loss to Ambak, for which monetary damages would not provide adequate compensation and that in addition to any other remedy, Ambak, in the event of a breach or threatened breach of the terms of this Clause 10, shall be entitled to an injunctive relief, without proving actual damages or posting a bond or other security.
10.6 The Channel Partner shall immediately upon becoming aware of any unauthorized disclosure, give notice to Ambak of such unauthorized disclosure, misuse, theft, or other loss of Confidential Information, whether inadvertently or otherwise.
10.7 On expiry or early termination of this Terms, the receiving party agrees to deliver, transfer and return all copies of the Confidential information already in its possession or within its control, to Ambak.
10.8 The Parties hereby agree that the obligations under this clause shall extend to non- publicizing of any obligation arising out of this Terms.
10.9 The terms of this Clause 10 shall continue in full force and survive the termination or expiry of the Terms.

11. Data and Privacy

The Channel Partner acknowledges that the data available or hosted online involves risk of unauthorized use and disclosure from actions of third parties and such other circumstances beyond the control of Ambak and that Ambak does not provide any representation, warranty or guarantee for any such unauthorized use or disclosure. In the event of any damages or loss of profit occurring due to the complete or partial destruction of any data owing to an unforeseeable event beyond the control of Ambak, Ambak shall not bear any liability or responsibility for such damages or losses.

12. Indemnification

The Channel Partner agree to defend, indemnify and hold harmless Ambak, and its officers, directors, shareholders, contractors, agents and employees from and against, any and all liabilities, obligations, losses, damages, injuries, penalties, actions, judgments, suits, claims, costs, expenses or disbursements, arising out of, or in connection with- (a) any breach or default by Channel Partner of any of its representation and warranties; and/or (b) any breach of the terms of this Terms; and/or (c) breach or violation of Applicable Laws, statutes, ordinances and regulations by the Channel Partner and/or the financial institution/lender; and/or (d) breach of code of conduct of the respective financial institutions/lenders whose Financial Products are supplied by Ambak; and/or (e) any claim by a Client against Ambak; and/or (f) wilful suppression of any information or conducts itself in such a manner to be guilty of inducing Ambak and/or the bank/financial institution to accept any proposal for the ulterior benefit of Channel Partner.

13. Intellectual Property Rights

13.1 Ambak shall have the right to use the Channel Partner’s name and trademark for marketing, advertising and media relation purposes.
13.2 Ambak shall retain and be the sole and exclusive owner of all the rights, titles and interests in any and all the Intellectual Property Rights in the Ambak Platform, and Services provided herein including without limitation any copyright, trademarks, patents, trade secrets, know- how, look and feel, design, logo, derivative works, improvements or any and all proprietary information including but not limited to any data, software, source program, code etc. owned, controlled or developed by it prior to the execution of or independently of this Terms and the Channel Partner shall not claim any right, ownership or interest in any of the foregoing. Except for the limited rights granted under this Terms, nothing contained herein grants any license, right, title, interest to the Channel Partner in the Intellectual Property Rights and proprietary rights of Ambak in the Ambak Platform.
13.3 Ambak reserves all rights not expressly granted by it to the Channel Partner under this Terms. The Channel Partner hereby agree to secure and protect all copies of all Ambak Platform and any derivative works based on the Ambak Platform, in a manner consistent with the Channel Partner’s obligations under this Terms, and take appropriate action with the employees, temporary employees, or consultants who are permitted access to the Ambak Platform and any derivative works based on the Ambak Platform.

14. Term, Termination and Violation

14.1 This Terms shall be valid and continue to be operative as long as the Channel Partner continue to use the Ambak Platform.
14.2 The Channel Partner is entitled to terminate this Terms anytime by discontinuing his/her/its usage of the Ambak Platform and communicating the same in writing to Ambak.
14.3 Ambak shall be entitled to terminate the usage, access, or membership of the Channel Partner with immediate effect and for ‘cause’ wherein the term cause shall mean the breach of any of the terms and conditions stipulated in this Terms. Without prejudice to the foregoing, Ambak shall be entitled to terminate this Terms in relation to the Channel Partner for convenience by way of a written notice to the Channel Partner.
14.4 The rights, liabilities or obligations under this Terms that may have accrued to Ambak prior to the termination or expiration of this Terms shall not be affected by such termination or expiration and Ambak shall be entitled to enforce such rights, liabilities or obligations against the Channel Partner regardless of the same.
14.5 Upon termination, the Channel Partner shall be obligated to undertake such actions as may be required by Ambak including return of material and other actions as may be required for a seamless handover.

15. Representation and Warranties

15.1 The Channel Partner represents and warrants that it is duly incorporated and validly existing entities and are in good standing under the Applicable Laws and regulations or that he/she has attained the age of consent for contracts under Applicable Laws and is otherwise competent to contract in India.
15.2 The Channel Partner represents and warrants that all the requisite permits, licenses, approvals and other necessary authorizations from any governmental, statutory or other applicable authority have been obtained by it pertaining to the execution and performance and delivery of this Terms.
15.3 The Channel Partner represents and warrants that all the actions, corporate or otherwise, required for the execution delivery and performance of this Terms and the transactions stipulated hereunder have been taken by it and such execution, delivery, and performance shall not constitute a breach of any of its charter documents, any other Terms, Applicable Laws or require the consent of any third-party or governmental authority. This Terms, when executed and delivered, shall constitute a valid and binding obligation of such Party enforceable in accordance with its terms.
15.4 The Channel Partner undertakes that there is no action or proceeding of any nature pending against it before any court of law or authority including but not limited to proceedings of insolvency or bankruptcy that may hamper or inhibit the execution and performance of this Terms.

16. Limitation of Liability

16.1 In no event shall Ambak be liable for any indirect, consequential, special or punitive damages including any loss of profit or revenue;
16.2 The Ambak Platform and the Service shall be on an “as is” and as available basis, with no representation or warranty of any kind, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose. Ambak shall not be liable for indirect, incidental, special or consequential damages for lost business or profits incurred to Ambak or any third party in connection with this Terms even if foreseeable or the Party has been advised of the possibility of such damages. Ambak warrants that the Ambak Platform and Services will perform in all material respects in accordance with the Licensed Material. The Channel Partner agrees that Ambak does not control the transfer of data over communications facilities, including the internet, and that the Ambak Platform may be subject to limitations, delays, and other problems inherent in the use of such communications facilities. This Clause sets forth the sole and exclusive warranty given by Ambak (express or implied) with respect to the subject matter of this Terms. Ambak does not guarantee that the operation of the Ambak Platform will be uninterrupted, virus-free or error-free, nor shall Ambak or any of its service providers be liable for unauthorized alteration, theft or destruction of user’s content, files, or programs.

17. Exclusivity

The Parties agrees and acknowledges that Parties have entered into this Terms on a non- exclusive basis, and it is not precluded in its respective dealings or entering into similar arrangements with any other Party.

18. Arbitration

Notwithstanding anything contained in this Terms, all disputes arising in connection with this Terms shall, to the extent possible, be settled amicably by prompt negotiations between the representatives of the Parties. In the event of any failure to settle the disputes by mutual negotiations within thirty (30) days of the commencement of the negotiations, the Parties shall refer the same to arbitration to a sole arbitrator in accordance with the provisions of the Arbitration and Conciliation Act, 1996, the Arbitration Rules or any other statutory modification, amendment or re-enactment thereof from time to time in force. The decision of the sole arbitrator shall be final and binding on the Parties. The seat of Arbitration will be Gurugram, Haryana however the proceedings shall be carried out virtually. The language of Arbitration shall be English. Nothing contained herein shall restrict either Party from seeking any interim injunctive or other equitable relief as may be necessary or appropriate to prevent /irreparable loss or harm and mitigate damages from a court of appropriate jurisdiction. The Parties shall bear their respective cost incurred by them for Arbitration. The decision of the arbitrator shall be final and binding on the Parties.

19. Governing law and Jurisdiction

This Terms will be governed by the laws of India. Both parties hereby agree that the courts of Gurugram, Haryana shall have the sole and exclusive jurisdiction over any matter or dispute arising out of this Terms.

20. Force Majure

Ambak will be excused from the performance of its obligations hereunder and will not be deemed to be in breach of or otherwise liable under this Terms due to its inability to perform its obligations for any period during which, and to the extent that, it is prevented from performing any obligation as a result of causes beyond its reasonable control, including, but not limited to fire, earthquake, flood or other natural disaster, substantial snowstorm or other severe weather condition, epidemic, accident, explosion, casualty, strike, lockout or other labour controversy, riot or other civil disturbance, acts of terrorism or war, embargo, act of God, or any failure of the internet or failure or delay of any transportation, power, or communications system. If the performance of any obligation of Ambak under this Terms is delayed due to any such force majeure events, the time for performance of any such obligations will automatically be extended for a period equal to the duration of such force majeure events.

21. Notices

Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be on the email address specified in this Terms, or to the email address that a Party has notified to be that Party's email address for the purposes of this section. A notice given under this Terms shall be deemed effective/served on the acknowledgement of the other party.

22. Miscellaneous Provisions

22.1 Successors and Assigns: This Terms is binding on and will inure to the benefit of the Parties hereto and their respective successors and permitted assigns.
22.2 Severability: If any one or more of the provisions of this Terms should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, the validity and enforceability of all provisions of this Terms not ruled to be invalid or unenforceable will be unaffected and the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body is authorized to reform the provision(s), to the minimum extent necessary, to render them valid and enforceable in conformity with the Parties’ intent as manifested in this Terms.
22.3 Waiver: No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege hereunder. All waivers shall have to be in writing to be effective.