Terms of Service
Well Kids PTY LTD
Trustee for Well Kids Trust
P.O. Box 3445
ACN 600 623 667
p +612 49513278 (within Australia)
Last modified: 9th August 2017
1.1 Well Kids Pty Ltd ACN 600 623 667 provides the online Well Kids Paediatric Chiropractic Program platform for use by both Chiropractors and the Parents of their paediatric patients.
1.2 Your use of Well Kids is subject to these Terms of Service.
1.3 Well Kids is used:
(a) To assist Chiropractors in paediatric practice to record chiropractic care and patient progress; and
(b) To facilitate better communication between Chiropractors and Parents.
1.4 Well Kids does not provide medical advice or services. In an emergency, you should dial 000.
A. KEY DEFINITIONS
A.1The following terms are used regularly throughout these Terms of Service and have a particular meaning (additional definitions are found in the General Conditions):
(a) Agreement means these Terms of Service.
(b) Chiropractor means a chiropractor licensed by the Company to use the Well Kids Program.
(c) Parent means the parent or legal guardian of a Child;
(d) Child means a legal minor (generally under the age of 18) that is a patient of a Chiropractor.
(e) Company means Well Kids Pty Ltd ACN 600 623 667
(f) EHR means the 'electronic health record' of a Child's Health Information in Well Kids.
(g) Health Information has the same meaning as in the Privacy Act (but generally refers to information about the health or a disability of a Child at any time).
(h) Practice means the company, partnership or other incorporated or unincorporated entity through which a Chiropractor practices professionally.
(j) Staff Member means any partner, director, employee, contractor, volunteer or other personnel of a Practice.
(k) User means any Parent, Chiropractor or Staff Member that uses Well Kids.
(l) Well Kids means the Well Kids website and web application accessible from http://wellkids.com.au and http://wellkidsprogram.com or such other web addresses as the Company uses from time-to-time.
(m) Well Kids Program mean's the Company's proprietary professional paediatric chiropractic program.
(a) Parents (Item C)
(b) Chiropractors and Practices (Item E)
(c) Staff Members (Item F)
B.2 In addition to any other express or implied consents, by using Well Kids the User accepts and agrees to the terms of:
(a) This Agreement; and
C.1 Well Kids enables Parents to review history, results, progress and other Health Information about their Child as provided by their Child's Chiropractor.
C.2 Each Parent agrees, as a condition of using Well Kids, that:
(a) The Parent is responsible for ensuring that they do not provide unauthorised access to their Child's information in Well Kids;
(b) Neither Well Kids nor the Chiropractor is liable for any misuse of Well Kids by anyone given access to Well Kids by the Parent;
(c) Any information submitted by the Parent into Well Kids must be honest and accurate (noting that inaccurate information may prejudice their Child's treatment);
(d) All information recorded by a Chiropractor is the property of the Chiropractor, and that the Parent does not have the right to change or modify information (however any errors shall be corrected);
(e) The Chiropractor reserves the right to share some, none or all of the information about the Child through Well Kids, or to not provide you with access to Well Kids, depending on how the Chiropractor uses Well Kids (this does not affect the Chiropractor's duty to keep you fully informed about your Child); and
(f) The Company may restrict a Parent's access to Well Kids in the event that the Chiropractor and/or Practice no longer uses Well Kids.
D.1 Well Kids enables Chiropractors and Practices to:
(a) Access the Well Kids Program content;
(b) Create and manage an EHR for a Child;
(c) Record treatments, progress and other Health Information about a Child in the EHR; and
(d) Share with Parents:
i Information in the EHR about the Child; and
ii Relevant content from the Well Kids Program.
D.2 As a condition of the license to use Well Kids under this Agreement, the Chiropractor and Practice agrees:
(a) All Chiropractors using Well Kids must be fully qualified, endorsed and licensed to practice;
(b)To accurately and honestly record in Well Kids all information about their treatment of a Child (and to correct any errors);
(c) To reasonably follow the Well Kids Program in the use of Well Kids;
(d) To responsibly communicate and share information about the Child and the Well Kids Program with Parents;
(e) To ensure that no unauthorised persons have access to Well Kids and/or the content of any EHR;
(f) To comply with the Privacy Act and other legislation in regards to their handling of Health Information;
(g) It shall not disclose any information, other than to its authorised Staff Members or Parents, about a Child;
(h) It shall only use Well Kids for its intended purpose as set out in this Agreement;
(i) It shall comply with all anti-SPAM legislation in its jurisdiction;
(j) It is solely responsible for the use of the Child information uploaded or input into Well Kids by any Staff Member.
D.3 The Chiropractor and/or Practice agrees that their access to Well Kids is conditional upon ongoing compliance with the Company's Customer Licence Agreement, and that access may be terminated if the Chiropractor and/or Practice is in breach of that agreement.
E.1 Staff Members agree to use Well Kids in accordance with the rights and obligations of the Chiropractor or Practice that authorises their access, as set out in this Agreement and in any licence agreement between the Company and the Chiropractor or Practice.
F. TERM & LIMITATIONS
The User's license to access Well Kids shall be ongoing until terminated by the Company in accordance with this Agreement.
F.2 Limitations on Use.
The Company may limit or restrict access to Well Kids from time-to-time as it sees fit, including (but not limited to):
(a) Entities. The Company may restrict access only to reputable and/or registered people, Practices and/or Chiropractors; and
(b) Location. The Company may restrict access to Well Kids to certain jurisdictions where it is able to offer Well Kids.
(a) The User must register an account in Well Kids Application to use Well Kids.
(b) The Company may set any registration requirements in its absolute discretion.
H. CONFIDENTIAL INFORMATION
H.1 The Company will keep confidential all information that it becomes aware of regarding the User's:
(a) Health Information;
(b) Personal information;
(c) Child information; and
(d) Business, employees and contractors;
I.1 Governing Law. New South Wales, Australia.
I.2 Reference City. Newcastle.
2.1 The following definitions apply in this document:
(a) ABN means Australian Business Number.
(b) ACN means Australian Company Number.
(c) Business Day means a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in the Reference City set out in item I of the Important Terms.
(d) Confidential Information means all information (whether or not it is described as confidential) in any form or medium concerning any past, present or future business, operations or affairs of either party, including, without limitation:
i All technical or non-technical data, formulae, patterns, programs, devices, methods, techniques, plans, drawings, models and processes, source and object code, software and computer records;
ii All business and marketing plans and projections, details of agreements and arrangements with third parties, and customer and supplier information and lists;
iii All financial information, pricing schedules and structures, product margins, remuneration details and investment outlays;
iv All information concerning any employee, customer, contractor, supplier or agent of the relevant party;
v The party's policies and procedures; and
vi All information contained in this document,
But excludes information that the other party can establish:
vii Is known by or is in the other party's possession or control other than through a breach of this document and is not subject to any obligation of confidence; or
viii Is in the public domain other than by a breach of this document or any obligations of confidence.
(e) Corporations Act means the Corporations Act 2001 (Cth).
(f) Fees mean the fees and charges as set out in the Important Terms.
(g) Force Majeure means an event or cause beyond the reasonable control of the party claiming force majeure. It includes each of the following, to the extent it is beyond the reasonable control of that party:
i Act of God, lightning, storm, flood, fire, earthquake or explosion cyclone, tidal wave, landslide, adverse weather conditions;
ii Act of public enemy, war (declared or undeclared), terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic;
iii The effect of any change in applicable laws, orders, rules or regulations of any government or other competent authority; and
iv Embargo, inability to obtain necessary materials, equipment or facilities, or power or water shortage.
(h) General Conditions means the terms and conditions set out in the section of this Agreement entitled "General Conditions".
(i) GST has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(j) Intellectual Property means all copyright, patents, inventions, trade secrets, know-how, product formulations, designs, circuit layouts, databases, registered or unregistered trademarks, brand names, business names, domain names and other forms of intellectual property;
(k) Intellectual Property Rights means, for the duration of the rights in any part of the world, any Moral Rights, industrial or intellectual property rights, whether registerable or not, including in respect of Intellectual Property, applications for the registration of any Intellectual Property and any improvements, enhancements or modifications to any Intellectual Property registrations.
(l) Health Information has the meaning given to it in the Privacy Act.
(m) Moral Rights means:
i Moral rights pursuant to the Copyright Act 1968 (Cth);
ii Or any rights analogous to the rights set out in Article 6bis of the Berne Convention for Protection of Literary and Artistic Works 1886 (as amended from time to time).
(n) Important Terms means this Agreement's details and variables set out in the section of this Agreement entitled "Important Terms".
(o) Pricing means the pricing as notified to the User in writing by the Company from time-to-time.
(p) Privacy Act means the Privacy Act 1989 (Cth).
(q) Solution means the solution described in the Important Terms.
(r) Special Conditions means the terms and conditions set out in the section of this agreement entitled "Special Conditions".
(s) Tax Invoice has the meaning given by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(t) User Content means data that is uploaded or input into Well Kids by the User or that forms part of the User's Intellectual Property.
2.2 Headings are only for convenience and do not affect interpretation. The following rules apply unless the context requires otherwise:
(a) The singular includes the plural and the opposite also applies.
(a) If a word or phrase is defined, any other grammatical form of that word or phrase has a corresponding meaning.
(b) A reference to a clause refers to clauses in this Agreement.
(c) A reference to legislation is to that legislation as amended, re‑enacted or replaced, and includes any subordinate legislation issued under it.
(d) Mentioning anything after includes, including, or similar expressions, does not limit anything else that might be included.
(e) A reference to a party to this Agreement or another agreement or document includes that party's successors and permitted substitutes and assigns (and, where applicable, the party's legal personal representatives).
(f) A reference to a person, corporation, trust, partnership, unincorporated body or other entity includes any of them.
(g) A reference to information is to information of any kind in any form or medium, whether formal or informal, written or unwritten, for example, computer software or programs, concepts, data, drawings, ideas, knowledge, procedures, source codes or object codes, technology or trade secrets.
3 Application of this Agreement
3.1 This Agreement applies to use of and access to Well Kids.
3.2 Where the User does not accept the terms and conditions of this Agreement, the User must immediately cease using Well Kids.
3.3 This Agreement may be updated by the Company at its absolute discretion from time-to-time, and unless stated otherwise by the Company in writing, such updates shall come into effect for use of Well Kids at the User's next login after the User receives written notice of the update(s).
4 The Well Kids Platform
4.1 Well Kids is the product described in the Important Terms.
4.2 Well Kids is only accessible to the User for the term set out in the Important Terms.
4.3 The User agrees and accepts that Well Kids is:
(a) Hosted by the Company and shall only be installed, accessed and maintained by the Company, accessed using the internet or other connection to the Company servers and is not available 'locally' from the User's systems; and
(b) Managed and supported exclusively by the Company from the Company servers and that no 'back-end' access to Well Kids is available to the User unless expressly agreed in writing.
4.4 As a hosted and managed service, the Company reserves the right to upgrade, maintain, tune, backup, amend, add or remove features, redesign, improve or otherwise alter Well Kids.
4.5 The Company shall not exercise its rights under clause 4.4 in a manner that would intentionally cause the User to lose access to User Content or fundamentally decrease the utility of Well Kids to the User, other than in accordance with the terms of this Agreement.
5.1 By accepting the terms and conditions of this Agreement, the User is granted a limited, non-exclusive and revocable license to access and use Well Kids for the duration of this Agreement, in accordance with the terms and conditions of this Agreement.
5.2 The Company may issue the license to the User on the further terms or limitations (including the number of users or volume of use or transactions) as it sees fit.
5.3 The Company may revoke or suspend the User's license(s) in its absolute discretion for any reason that it sees fit, including for breach of the terms and conditions in this Agreement by the User or any of its users. The Company will ordinarily advise the User of any suspension or revocation however it is under no obligation to do so.
6.1 The User agrees that it shall only use Well Kids for legal purposes and shall not use it to engage any conduct that is unlawful, immoral, threatening, abusive or in a way that is deemed unreasonable by the Company in its discretion.
7 Authorised Users
7.1 The User shall authorise users to access Well Kids in its absolute discretion.
7.2 The Company accepts no liability for access to User Content by users authorised by the User or using login details of users authorised by the User.
7.3 The User is solely responsible for the security of its username and password for access to Well Kids.
8 User Data
8.1 The Company obtains no right, title or interest in User Content including any Intellectual Property found within it. The Company accepts no liability for the content of User Content.
8.2 The User is responsible for the accuracy, quality and legality of User Content and the User's acquisition of it, and the users that create, access and/or use User Content.
8.3 The Company shall not access, use, modify or otherwise deal with User Content except where required by compulsion of law or upon the User's authority (such as to provide support for Well Kids).
9.3 The Company makes no warranty as to the suitability of Well Kids in regards to the Organisation's privacy obligations at law or contract, and it is the Organisation's responsibility to determine whether Well Kids is appropriate for the Organisation's circumstances.
10.1 Security. The Company takes the security of Well Kids and the privacy of its users very seriously. The User agrees that the User shall not do anything to prejudice the security or privacy of the Company's systems or the information on them.
10.2 Transmission. The Company shall do all things reasonable to ensure that the transmission of data occurs according to accepted industry standards. It is up to the User to ensure that any transmission standards meet the User's operating and legal requirements.
10.3 Storage. The Company may limit the amount of data that the User stores in Well Kids, and shall advise the User of such. Data that is stored with Well Kids shall be stored according to accepted industry standards.
10.4 Backup. The Company shall perform backups of Well Kids in as reasonable manner at such times and intervals as are reasonable for its business purposes. The Company does not warrant that it is able to backup or recover specific User Content from any period of time unless so stated in writing by the Company.
11.1 By accepting the terms of this Agreement the User agrees that the Company shall provide access to Well Kids to the best of its abilities, however:
(a)Access to Well Kids may be prevented by issues outside of its control; and
(b) It accepts no responsibility for ongoing access to Well Kids.
11.2 Users may prepare for unscheduled unavailability of Well Kids by:
(a) Keeping their Well Kids mobile app up to date, which will store local copies of the data; and
(b) Printing hard copies of reports.
12 Intellectual Property
12.1 Trademarks. The Company has moral & registered rights in its trade marks and the User shall not copy, alter, use or otherwise deal in the marks without the prior written consent of the Company.
12.2 Proprietary Information. The Company may use software and other proprietary systems and Intellectual Property for which the Company has appropriate authority to use, and the User agrees that such is protected by copyright, trademarks, patents, proprietary rights and other laws, both domestically and internationally. The User warrants that it shall not infringe on any third-party rights through the use of Well Kids.
12.3 The Well Kids Application. The User agrees and accepts that Well Kids is the Intellectual Property of the Company and the User further warrants that by using Well Kids the User will not:
(a) Copy Well Kids or the services that it provides for the User's own commercial purposes; and
(b) Directly or indirectly copy, recreate, decompile, reverse engineer or otherwise obtain, modify or use any source or object code, architecture, algorithms contained in Well Kids or any documentation associated with it.
13.1 The information and classes of information set out in the Important Terms are Confidential Information for the purposes of this Agreement. In default, information relating to the business operations, personal information and other information that should be confidential is Confidential Information.
13.2 Each party acknowledges and agrees that:
(a) The Confidential Information is secret, confidential and valuable to the disclosing party (Discloser);
(b) It owes an obligation of confidence to the Discloser concerning the Confidential Information;
(c) It must not disclose the Confidential Information to a third party except as permitted in this Agreement;
(d) All Intellectual Property rights remain vested in the Discloser but disclosure of Confidential Information does not in any way transfer or assign any rights or interests in the Intellectual Property to the receiving party; and
(e) Any breach or threatened breach by the receiving party of an obligation under this Agreement may cause the Discloser immediate and irreparable harm for which damages alone may not be an adequate remedy. Consequently the Discloser has the right, in addition to other remedies available at law or in equity, to seek injunction relief against the receiving party (and its agents, assigns, employees, officers and directors, personally) or to compel specific performance of this clause.
13.3 A party must notify the Discloser in writing, giving full details known to it immediately, when it becomes aware of:
(a) Any actual, suspected, likely or threatened breach by it of clause 13.1;
(b) Any actual, suspected, likely or threatened breach by any person of any obligation in relation to the Confidential Information; or
(c) Any actual, suspected, likely or threatened theft, loss, damage, or unauthorised access, use or disclosure of or to any Confidential Information.
13.4 The receiving party must promptly take all steps that the Discloser may reasonably require and must co-operate with any investigation, litigation or other action of the Discloser or of a related body corporate if there is:
(a) Any actual, suspected, likely or threatened breach of a term of this Agreement; or
(b) Any theft, loss, damage or unauthorised access, use or disclosure of or to any Confidential Information that is or was in its possession or control.
14 Liability & Indemnity
14.1 The User agrees that it uses Well Kids at its own risk.
14.2 The User acknowledges that the Company is not responsible for the conduct or activities of any user and that the Company is not liable for such under any circumstances.
14.3 The User agrees to indemnify the Company for any loss, damage, cost or expense that the Company may suffer or incur as a result of or in connection with the User's use of or conduct in connection with Well Kids, including any breach by the User of these Terms.
14.4 In no circumstances will the Company be liable for any direct, incidental, consequential or indirect damages, loss or corruption of data, loss of profits, goodwill, bargain or opportunity, loss of anticipated savings or any other similar or analogous loss resulting from the User's access to, or use of, or inability to use Well Kids or any content, whether based on warranty, contract, tort, negligence, in equity or any other legal theory, and whether or not the Company knew or should have known of the possibility of such damage, to business interruption of any type, whether in tort, contract or otherwise.
14.5 Certain rights and remedies may be available under the Competition and Consumer Act 2010 (Cth) or similar legislation of other States or Territories and may not be permitted to be excluded, restricted or modified. Apart from those that cannot be excluded, the Company and the Company's related entities exclude all conditions and warranties that may be implied by law. To the extent permitted by law, the Company's liability for breach of any implied warranty or condition that cannot be excluded is restricted, at the Company's option to:
(a) The re-supply of services or payment of the cost of re-supply of services; or
(b) The replacement or repair of goods or payment of the cost of replacement or repair.
15.1 Where a party is in breach of this Agreement, the other party may issue a written notice (Breach Notice) requiring the party in breach that must set out:
(a) The nature of the breach;
(b) The provisions of the Agreement that are alleged to have been breached;
(c) A reasonable timeframe to remedy the breach in no less than 10 Business Days; and
(d) The action required to remedy the breach.
15.2 Where a party issues a compliant Breach Notice in accordance with clause 15.1, the receiving party shall be required to respond and/or remedy the breach as so set out in the Breach Notice. Failure to respond in writing setting out:
(a) The steps taken to remedy the breach; or
(b) Why the party believes it is not in breach as put forward in the Breach Notice,
(c) Shall not in itself confirm the alleged breach but shall be in itself a breach of this Agreement.
15.3 Failure to remedy a breach set out in a Breach Notice shall be a material breach of this Agreement (Material Breach).
16.1 Breach. Where a party is in Material Breach of this Agreement, the other party may terminate this Agreement by giving written notice of termination, which shall become effective 5 Business Days after the date of the notice.
16.2 Insolvency. Either party may terminate this Agreement immediately by notice, if either party:
(a) Stops or suspends or threatens to stop or suspend payment of all or a class of its debts;
(b) Is insolvent within the meaning of section 95A of the Corporations Act;
(c) Fails to comply with a statutory demand (within the meaning of section 459F(1) of the Corporations Act) unless:
i The debt to which the statutory demand relates is discharged within 15 Business Days of the date of the failure; or
ii The party demonstrates to the satisfaction of the other party (acting reasonably) that it is able to pay all its debts as and when they become due and payable;
(d) Has an administrator appointed in respect of it;
(e) Has a controller within the meaning of section 9 of the Corporations Act or similar officer appointed to the whole or a substantial part of its assets or undertaking and that controller or similar officer is not removed within 15 Business Days of the appointment;
(f) Has an order made or a resolution passed for its winding up or dissolution or it enters into an arrangement, compromise or composition with or assignment for the benefit of its creditors or a class of them;
(g) Has any security enforced over, or a distress, execution or other similar process levied or served against, the whole or a substantial part of its assets or undertaking; or
(h) Is subject to any event, which, under the law of any relevant jurisdiction, has an analogous or equivalent effect to any of the events listed above.
16.3 Expiry or termination of this Agreement is without prejudice to and does not affect the accrued rights or remedies of any of the parties arising in any way out of this Agreement up to the date of expiry or termination.
16.4 The rights and obligations under the relevant provisions of clauses 7, 8, 9, 12, 13, 14, 15, 16, 17, 18, 19 and 19.6 survive termination of this Agreement.
16.5 Written notice is required from the practice owner if canceling of the program is chosen. The notice must be given to Well Kids via email (firstname.lastname@example.org). If the notice is given half way through the billing cycle, you will only have access to export your information for the remainder of that billing cycle. After that time you will have viewing access of your data but will not be able to modify, download or change any data. (16.5 Effective from 1st September 2017)
17.1 All disputes shall be handled in accordance with the Company's dispute resolution policy.
17.2 Where the Company does not have a relevant dispute resolution policy for a type of dispute, the following process shall apply:
(a) Negotiation. If there is a dispute between the parties relating to or arising out of this Agreement, then within 5 Business Days of a party notifying the other party of a dispute, senior representatives from each party must meet (or discuss directly via the telephone or internet) and use all reasonable endeavours acting in good faith to resolve the dispute by joint discussions;
(b) Mediation. If the dispute between the parties relating to or arising out of this Agreement is not resolved within five Business Days of notification of the dispute under Clause 17.1, the parties must agree to submit the dispute to mediation, administered by lawyers engaged in alternative dispute resolution;
(c) Arbitration. If the dispute between the parties relating to or arising out of this Agreement is not settled by mediation under Clause (b), either party may by written notice to the other refer the dispute to arbitration administered by the Institute of Arbitrators Australia. The arbitrator will be agreed between the parties from a panel suggested by the President of the Institute of Arbitrators Australia or failing Agreement, an arbitrator will be appointed by the President of the Institute of Arbitrators Australia; and
(d) Court proceedings. A party may not commence court proceedings in relation to a dispute relating to or arising out of this Agreement until it has exhausted the procedures in this clause (d) unless the party seeks appropriate injunction or other interlocutory relief to preserve property or rights or to avoid losses that are not compensable in damages.
18 Force Majeure
18.1 If a party is prevented in whole or in part from carrying out its obligations under this Agreement as a result of Force Majeure, it will promptly notify the other party accordingly. The notice must:
(a) Specify the obligations and the extent to which it cannot perform those obligations;
(b) Fully describe the event of Force Majeure;
(c) Estimate the time during which the Force Majeure will continue; and
(d) Specify the measures proposed to be adopted to remedy or abate the Force Majeure.
18.2 Following a notice of Force Majeure in accordance with clause 18.1 and while the Force Majeure continues, the obligations which cannot be performed because of the Force Majeure will be suspended, other than obligations to pay money that is due and payable.
18.3 The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must remedy the Force Majeure to the extent reasonably practicable and resume performance of its obligations as soon as reasonably possible.
18.4 The party that is prevented from carrying out its obligations under this Agreement as a result of Force Majeure must take all action reasonably practicable to mitigate any loss suffered by the other party as a result of the party's failure to carry out its obligations under this Agreement.
18.5 The term of this Agreement will not be extended by the period of Force Majeure.
19 Electronic Communication, amendment and assignment
19.1 The words in this clause that are defined in the Electronic Transactions Act 1999 (Cth) have the same meaning.
19.2 The User can direct notices, enquiries, complaints and so forth to the Company as set out in this Agreement. The Company will notify the User of a change of details from time-to-time.
19.3 The Company will send the User notices and other correspondence to the details that the User submits to the Company, or that the User notifies the Company of from time-to-time. It is the User's responsibility to update its contact details as they change.
19.4 A consent, notice or communication under this Agreement is effective if it is sent as an electronic communication unless required to be physically delivered under law.
19.5 Notices must be sent to the parties' most recent known contact details.
19.6 The User may not assign or otherwise create an interest in this Agreement.
19.7 The Company may assign or otherwise create an interest in its rights under this Agreement by giving written notice to the User.
20.1 Special Conditions. The parties may agree to any Special Conditions to this Agreement in writing.
20.2 Prevalence. To the extent that the Important Terms are inconsistent with the General Conditions, the terms of the Important Terms will prevail. To the extent that the Special Conditions are inconsistent with the Important Terms, the Special Conditions will prevail.
20.3 Disclaimer. Each party acknowledges that it has not relied on any representation, warranty or statement made by any other party, other than as set out in this Agreement.
20.4 Relationship. The relationship of the parties to this Agreement does not form a joint venture or partnership.
20.5 Waiver. No clause of this Agreement will be deemed waived and no breach excused unless such waiver or consent is provided in writing.
20.6 Further Assurances. Each party must do anything necessary (including executing agreements and documents) to give full effect to this Agreement and the transaction facilitated by it.
20.7 Governing Law. This Agreement is governed by the laws of the state set out in item I of the Important Terms. Each of the parties hereby submits to the non-exclusive jurisdiction of courts with jurisdiction there.
20.8 Severability. Any clause of this Agreement, which is invalid or not enforceable, is ineffective to the extent of the invalidity or non enforceability without affecting the remaining clauses of this Agreement.