Terms & Conditions
Terms and Conditions
By using this web site or any web site of procana® and/or placing an order for procana® products or services, you agree to be bound and abide by these terms and conditions and any amendments thereto, and agree that you are at least 18 years of age and eligible to use this site and place an order for procana® products and services.
If you are 18 years of age, you must use this site and/or purchase and use procana® products or services only with the involvement of your parent or guardian.
If you do not agree to the terms and conditions, please do not use the site or order or use procana® products or services. We may update or amend these Terms and Conditions from time to time to comply with law or to meet our changing business requirements without notice to you. Your continued use of the Sites and/or other products or services of Procana® after any such changes constitutes your acceptance of the new Terms and Conditions. Any updates or amendments will be posted on the Sites. The Terms and Conditions displayed on the Sites at the time the order is accepted will apply to the order. These Terms and Conditions govern and apply to your (“you” or “your”) access to and use of the Sites and their related domains on which these Terms and Conditions appear, any order you place through any of the Sites, and to all products and services we supply, produce, distribute, or market. To the extent of any express inconsistency with any other agreement you may have with Procana® for products, services, or otherwise, that other agreement shall prevail unless otherwise explicitly stated therein. If these Terms and Conditions refer or relate to a clause that is not part of that other agreement, then these terms shall apply therein as well, if you are a user of the Sites. If you register for our Support Center features, additional rules, policies, and disclaimers may apply.
*Prices/Packages are subject to change at any time without notice.
Procana® is not responsible delays in shipping, due to inclement weather, holidays, or world disaster.
You must only use the Sites for lawful purposes, and you must not use them in a way that infringes the rights of anyone else or that restricts or inhibits anyone else’s enjoyment of the Sites. You may not without our prior written consent: copy, reproduce, use, or otherwise deal with any content on the Sites; modify, distribute, or re-post any content on the Sites for any purpose; or use the content of the Sites for any commercial exploitation whatsoever. In using the Sites, you further agree: not to disrupt or interfere with the security of, or otherwise abuse, the Sites, or any services, system resources, accounts, servers, or networks connected to or accessible through the Sites or affiliated or linked sites; not to disrupt or interfere with any other user’s enjoyment of the Sites or affiliated or linked Web sites; not to upload, post, or otherwise transmit through or on the Sites any viruses or other harmful, disruptive, or destructive files; not to use, frame, or utilize framing techniques to enclose any Procana® trademark, logo, or other proprietary information (including the images found at the Sites, the content of any text, or the layout/design of any page or form contained on a page) without Procana® express written consent; not to use meta tags or any other “hidden text” utilizing a Procana® name, trademark, or product name without Procana® express written consent; not to deeplink to this Sites without Procana® express written consent; not to create or use a false identity on the Sites, share your account information, or allow any person besides yourself to use your account to access the Sites; not to collect or store personal data about others; not to attempt to obtain unauthorized access to the Sites or portions of the Sites that are restricted from general access; not to post any material that is knowingly false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy, or otherwise violate of any law. You also agree not to post any copyrighted material unless the copyright is owned by you or by Procana®; and to be bound by the Product Submission Policies of Procana®, including that any product submission you may make to Procana® will not be held in confidence by Procana®, and is not proprietary, that Procana® may use the product submission and any aspect thereof for any purposes in Procana® sole discretion, and that Procana® owes no duties or obligations with respect to you or the product submission made. In addition, you agree that you will comply with all applicable local, national, and international laws and regulations that relate to your use of or activities on the Sites. We will not be responsible, or liable to any third party, for the content or accuracy of any materials posted by you or any other user of the Sites. We have the right to remove any material or posting you make on the Sites if, in our opinion, such material does not comply with the content standards set out in these Terms and Conditions.
The views and opinions of authors, trainers, experts and any other contributors expressed herein do not necessarily state or reflect the attitudes and opinions of Procana®. These views and opinions shall not be attributed to or otherwise endorsed by Procana®, and may not be used for advertising or product endorsement purposes without the express, written consent of Procana®.
In the event that you upload any photographs, comments, video clips, or other media to the Sites (the “Uploaded Content”), Procana® has the exclusive right to use any and all such elements of the Uploaded Content in connection with and/or as part of its business, including in connection with and/or in any advertising in any and all media, including, without limitation, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and cinema commercials, videos, or Web sites, in perpetuity throughout the world as Procana® in its sole discretion sees fit without further consent or payment. Procana® has all right, title, and interest in any and all results and proceeds from such use of the Uploaded Content. Procana® has the right to transfer the aforementioned rights to use the Uploaded Content to any third party, including, but not limited to, any of its subsidiaries or affiliated companies. Procana® may alter, adapt, or edit the Uploaded Content and any further material created under these Terms and Conditions, and market and exploit it entirely at Procana® sole discretion. Procana® is not obliged to make any use of the Uploaded Content or exercise any of the rights granted by these Terms and Conditions.Users of the Sites must only post Uploaded Content that is owned by, and features, themselves, and no other third parties. Users posting Uploaded Content via a user profile must treat their login credentials and password confidential and ensure that they are not shared with any third that might jeopardize the security of their account.
Changes to the Sites
Procana® may, in its sole discretion, terminate, change, modify, suspend, make improvements to, or discontinue any aspect of the Sites or any products available through or outside of the Sites, temporarily or permanently, including the availability of any features of the Sites or access to any parts of the Sites, at any time without notice to you, and you agree that Procana® shall not be liable therefor.
Procana® makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature, or reliability of sites accessible by hyperlink from the Sites, or sites linking to these Sites. The linked sites are not under the control of Procana®, and Procana® is not responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply affiliation, endorsement, or adoption by Procana® of the site or any information contained therein. When leaving the Sites, you should be aware that Procana® Terms and Conditions and policies no longer govern, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that site.
Copyright and Trademarks
Copyright Policy and Copyright Agent
It is Procana® policy to respect the copyright and intellectual property rights of others. Procana® may remove content that appears to infringe the copyright or other intellectual property rights, including moral rights, of others. In addition, Procana® may terminate access by users who appear to infringe the copyright or other intellectual property rights of others. Further, Procana® complies with the Digital Millennium Copyright Act. If you believe that Procana® or any user of our Sites has infringed your copyright in any material way, please notify Procana®, and provide the following:
an identification of the intellectual property right claimed to have been infringed;
an identification of the material that you claim is infringing so that we may locate it on the Sites;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the disputed use is not authorized by the owner, their licensee, and agent of either of the foregoing, or the law; and
a statement by you that the above information in your notice is accurate, made under penalty of perjury, and
that you are authorized to act on behalf of the owner of the intellectual property interest involved.
Please direct inquiries regarding intellectual property infringement issues by email to Support@Procana.co, or by mail to:
8306 Wilshire Blvd #1742
Beverly Hills, CA 90211
Attn.: Chief Legal Officer
You agree to indemnify and hold harmless Procana®, its parents, subsidiaries, shareholders, officers, directors, employees, agents, and suppliers from any claim, action, demand, loss, or damages (including attorneys’ fees) made or incurred by any third party arising out of or relating to your use of the Site, your violation of these Terms and Conditions, or your violation of any rights of a third party.
Most of our products carry a specific money back guarantee, return or exchange policy starting from the date that the product is delivered to you. You may check with customer service for information.
To return or exchange a product, please call our Customer Service at 1-844-776-2262 for a Return Authorization Number and return the product within the required time period specific to your product. Products that come with a money-back guarantee will receive a refund of the purchase price, less any applicable shipping and handling. We will not be responsible for any loss or damage to returned products that occur in transit. If returned products are lost or damaged in transit, we reserve the right to charge you for, or not refund any amounts attributable to, such products or loss or damage. Should you experience any difficulty or delay in returning a product and securing the proper refund, please visit our online Customer Service Center.
Product and Service Descriptions
We have taken reasonable precautions to try to ensure that all product descriptions, prices and other information shown on the Sites are correct and fairly described. However, when ordering products or services through the Sites, please note that: Procana® reserves the right not to accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect; all prices are displayed in United States Dollars unless expressly indicated otherwise;
packaging may vary from that shown on the Sites; any weights, dimensions, and capacities shown on the Sites are approximate only; and all items are subject to availability and we will inform you as soon as reasonably possible if the product(s) or service(s) you have ordered is not available and whether we may offer you an alternative product(s) or service(s) of equal or higher quality and value.
Please also note that the terms of any products offered by Procana® and/or purchased by you, such as pricing, specifications, delivery times, and/or package contents are subject to change by Procana® by providing you advanced notice, including by posting notice of the change on our Sites, sending you an email to the address you provided at purchase. Procana® will not incur any obligation as a result of such change. As a valued customer, you are always free to cancel future orders at any time by calling our friendly Customer Service. By continuing to accept products after we have notified you of a change to any terms, you will be deemed to have accepted the change.
Order and Payment Information If you use the Sites or other means to purchase a product, payment must be received by Procana® prior to Procana® acceptance of an order, unless otherwise agreed by Procana®. All Procana® products are subject to sales tax which will be applied to your order total. Procana® may need to verify information you provide before Procana® accepts an order, and may cancel or limit an order any time after it has been placed. If payment has already been made and your order is cancelled or limited, Procana® will refund any payment you made for the product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase. Procana® expressly conditions its acceptance of your order on your agreement to these Terms and Conditions.
In ordering products through the Sites or otherwise, you agree to provide only true, accurate, current, and complete information. You hereby certify that any email account you provide to Procana® is registered to you. Procana® shall have the right to bar your access to and use of the Sites or its other products or services if it has reasonable grounds to believe that you have provided untrue, inaccurate, not current, or incomplete information to Procana®, or for any other reason it, in its sole discretion, deems appropriate. You agree that if you are ordering or purchasing products on behalf of a company, that you have sufficient authority to bind that company to the Terms and Conditions. You agree that your placement of an electronic order on the Sites is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required.
Procana® may reject orders where the stated delivery address is outside the United States, the United Kingdom and Canada. If stated, Procana® will add applicable shipping and handling fees.
Procana® descriptions of, or references to, products not owned by Procana® on and outside of the Sites do not imply endorsement of that product, or constitute a warranty, by Procana®.
Procana® does not directly sell certain Procana® products in any jurisdiction other than the United States of America as these products may not be approved for sale in other jurisdictions.
Unless otherwise noted, Procana® will use commercially reasonable efforts to ship products within a reasonable time after receipt of your properly completed order. Although Procana® may provide delivery or shipment timeframes or dates, you understand that those are Procana® good-faith estimates and may be subject to change. You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available. Procana® shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery.
The delivery time for shipments within the United States or for shipments outside the United States, including to U.S. territories, Alaska and Hawaii, may take up to 7-21 days, Procana® does not ship to P.O. Boxes. Shipping and processing fees are non-refundable.
Disclaimer of Warranties
Although procana® strives to prevent the introduction of viruses or other destructive materials to the sites, procana® does not warrant, guarantee, or make any representations that the sites is free of destructive materials. in addition, procana® does not warrant that access to the sites will be uninterrupted, timely, secure, or error-free, or that defects, if any, will be corrected.
Procana® disclaims any warranty or representation that confidentiality of information transmitted through the sites will be maintained. to the extent allowed by law, procana® disclaims all warranties and conditions not explicitly stated herein. some jurisdictions do not allow the limitation or exclusion of certain warranties or conditions, so some of the above exclusions may not apply to you.
The terms of this section apply to the extent permitted by law and survive any termination of the Terms and Conditions.
Limitations on Liability
In no event, including, without limitation, negligence, shall procana® or its affiliates be liable for any damages, claims, or losses incurred (including without limitation compensatory, incidental, indirect, special, consequential, or exemplary damages), however caused, and under any theory of liability arising in connection with: (i) the sites; (ii) the use or inability to use the sites; (iii) the use of or reliance on any content or information displayed in or on the sites; (iv) the purchase or use of any products through the sites or otherwise; (v) unauthorized access to or alteration or loss of your transmissions or data or other information that is sent or received; (vi) errors, system down time, network or system outages, or file corruption or service interruptions; or (vii) otherwise under this agreement/terms and conditions, whether or not reasonably foreseeable, even if procana® or its representatives are advised of the possibility of such damages, claims, or losses and notwithstanding any failure of essential purpose of any limited remedy. notwithstanding anything to the contrary contained herein, procana® liability to you for any cause of action or claim whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid, if any, by you in the last 90 days to procana® for any products supplied by procana® through your use of the sites or otherwise.
procana® will not be liable in any amount for failure to perform any obligation under these terms and conditions if such failure is caused by the occurrence of any unforeseen contingency beyond its reasonable control, including, without limitation, internet outages, communications outages, fire, flood, or war. these exclusions shall be governed by and construed in accordance with the law of the united states of america. if any provision or part-provision of these terms and conditions shall be invalid, unlawful, void, or for any reason unenforceable it shall be deemed severable and shall not affect the validity and enforceability of the remaining provisions of these terms and conditions.
The terms of this section survive any termination of the Terms and Conditions.
The Sites are controlled, operated, and administered by Procana® from its offices within the United States of America. Procana® makes no representation that materials on the Sites are appropriate or available for use at other locations outside of the United States, and access to them from territories where the contents or products available through the Sites are illegal is prohibited. You may not use the Sites or export the content or products in violation of U.S. export laws and regulations. If you access the Sites from a location outside of the United States, you are responsible for compliance with all local laws.
Notwithstanding any of these Terms and Conditions, Procana® reserves the right, without notice and in its sole discretion, for any reason or no reason, to terminate your ability to use the Sites and to block or prevent future access to and use of the Sites. You agree that Procana® shall not be liable for any termination of your use of or access to the Sites.
Only you and Procana® shall be entitled to enforce these Terms and Conditions. No third party shall be entitled to enforce any of these Terms and Conditions. Severability
If any provision of these Terms and Conditions, or part thereof, shall be deemed invalid, unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision, or part thereof, shall be deemed severable from the rest of these Terms and Conditions and shall not affect the validity and enforceability of any remaining provisions or part thereof.
The terms of this section survive any termination of the Terms and Conditions.
It is the express intent of the parties that the Terms and Conditions and all related documents have been drawn up in English.
DISPUTES, BINDING INDIVIDUAL ARBITRATION, AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
Disputes. The terms of this Section shall apply to all Disputes between you and Procana®. For the purposes of this Section, “Dispute” shall mean any dispute, claim, or action between you and Procana® arising under or relating to the Products, the Sites, this Agreement, or any other transaction involving you and Procana®, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law. YOU AND PROCANA® AGREE THAT “DISPUTE” AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR PROCANA® FOR (A) TRADE SECRET MISAPPROPRIATION, (B) PATENT INFRINGEMENT, (C) COPYRIGHT INFRINGEMENT OR MISUSE, AND (D) TRADEMARK INFRINGEMENT OR DILUTION. Moreover, notwithstanding anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.
Binding Arbitration. You and Procana® further agree: (a) to arbitrate all Disputes between the parties pursuant to the provisions in this Agreement; (b) this Agreement memorializes a transaction in interstate commerce; (c) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (d) this Section shall survive termination of this Agreement. ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties. Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.
Dispute Notice. In the event of a Dispute, you or Procana® must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the “Dispute Notice”). The Dispute Notice to Procana® must be addressed to: Procana®, 16161 Ventura Blvd., #C751, Encino, CA 91436, Attn.: Chief Legal Officer (the “Procana® Notice Address”). The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Procana® and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Procana® may commence an arbitration proceeding pursuant to this Section. Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND SERALABS® AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY’S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
Arbitration Procedure. If a party elects to commence arbitration, the arbitration shall be governed by the rules of JAMS that are in effect at the time the arbitration is initiated (the “JAMS Rules”), available at http://www.jamsadr.com or by calling 1-800-352-5267, and under the rules set forth in this Agreement, except that JAMS may not administer any multiple claimant or class arbitration, as the parties agree that the arbitration shall be limited to the resolution only of individual claims. If there is a conflict between the JAMS Rules and the rules set forth in this Agreement, the rules set forth in this Agreement shall govern. You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws. All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator. The arbitrator is bound by the terms of this Agreement. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable. Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (a) trade secret misappropriation, (b) patent infringement, (c) copyright infringement or misuse, or (d) trademark infringement or dilution, which are excluded from the definition of “Disputes” as stated above. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. You may choose to engage in arbitration hearings by telephone. Arbitration hearings not conducted by telephone shall take place in a location reasonably accessible from your primary residence, or in Los Angeles County, California, at your option.
(a) Initiation of Arbitration Proceeding. If either you or Procana® decide to arbitrate a Dispute, we agree to the following procedure: (i) Write a Demand for Arbitration. The demand must include a description of the Dispute and the amount of damages sought to be recovered. You can find a copy of a Demand for Arbitration at http://www.jamsadr.com (“Demand for Arbitration”)..
(iii) Send one copy of the Demand for Arbitration to the other party at the same address as the Dispute Notice, or as otherwise agreed to by the parties. (b) Hearing Format. In all hearing formats, the arbitrator shall issue a written decision that explains the essential findings and conclusions on which an award, if any, is based. During the arbitration, the amount of any settlement offer made by Procana® or you shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Procana® is entitled. The discovery or exchange of non-privileged information relevant to the Dispute may be allowed during the arbitration.
(c) Arbitration Fees. Procana® shall pay, or (if applicable) reimburse you for, all JAMS filing, administration, and arbitrator fees for any arbitration commenced (by you or Procana®) pursuant to provisions of this Agreement.
(d) Opt-out. You may elect to opt-out (exclude yourself) from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending a written letter to the Procana® Notice Address within thirty (30) days of your assent to this Agreement (including the purchase of any Product or the use of the Sites) that specifies (i) your name, (ii) your mailing address, and (iii) your request to be excluded from the final, binding individual arbitration procedure and waiver of class and representative proceedings specified in this Section. In the event that you opt-out consistent with the procedure set forth above, all other terms shall continue to apply, including the requirement to provide notice prior to arbitration. Amendments to this Section. Notwithstanding any provision in this Agreement to the contrary, you and Procana® agree that if Procana® makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Procana® address) in this Agreement, Procana® will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments. If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in this current Agreement, without any of the proposed amendments governing. If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.
Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect. The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void. The terms of this Section shall otherwise survive any termination of the Terms and Conditions.
Exclusive Venue for Other Controversies
Procana® and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Agreement (other than an individual action filed in small claims court) shall be filed only in the Superior Court of Los Angeles County, California, or the United States District Court for the Central District of California, and each party hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for any such controversy.
The Terms and Conditions constitute the entire agreement between Procana® and you with respect to your use of the Sites, your purchase of products and services through the Sites, and as applicable any products or services of Procana®. Any cause of action you may have with respect to the Sites or Procana® products or services must be commenced within one (1) year after the claim or cause of action arises, notwithstanding any statutes of limitation to the contrary. The section titles used in the Terms and Conditions are purely for convenience and carry with them no legal or contractual effect. Nothing in these Terms and Conditions will be construed as creating a joint venture, partnership, employment, or agency relationship between you and Procana®, and you do not have any authority to create any obligation or make any representation on Procana® behalf. You may not assign or transfer any rights or obligations of these Terms and Conditions, by operation of law or otherwise, without Procana® written consent. Subject to the foregoing, these Terms and Conditions will be binding on, inure to the benefit of, and be enforceable against you and Procana® and their respective successors and assigns. The terms of this section survive any termination of the Terms and Conditions.
Other important terms
These Terms and Conditions supersede any other terms and conditions previously published by us and any other representations or statements made by us to you, whether oral, written, or otherwise. We may assign, transfer, or sub-contract any of our rights or obligations under these Terms and Conditions to any third party at our discretion. No delay by us in exercising any right or remedy under these Terms and Conditions shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy. Any waiver must be agreed by us in writing.