Terms and Conditions

I. Conditions of Training Program Purchase and/or AttendanceIt is the policy of Xtreme Lashes, LLC (hereafter referred to as the “Company”) to sell eyelash extensions application products and training programs for use by certain licensed/certified professionals in the beauty, health, medical or dental industries. Professionals that primarily offer nail or tanning services within primarily nail or tanning salons, as determined by the Company’s sole discretion, will not be allowed to purchase products or training programs from the Company. In addition, the Company will not ship products to businesses that primarily offer nail or tanning services. Therefore, you certify that you are licensed or certified according to the Company’s requirements, and you agree to furnish the Company with a current copy of your professional credentials upon request. The Company reserves the right, in its sole discretion, to determine whether you qualify for admittance to its training programs and may refuse you admittance to a training program if you cannot provide sufficient documentation of your qualifications.

It is solely your responsibility to ensure that you are in compliance with all national or local jurisdictions’ laws relating to the selling or application of eyelash extensions. It is your responsibility to research and locate your state statutes and regulations, if any, regarding the practice of eyelash extensions applications, including but not limited to, the professional license or certificate that you must have and the requirements for facilities in which you can apply eyelash extensions. The Company provides training programs and issues certificates to qualified clients according to standards and requirements agreed upon by its Board of Directors. The Company cannot be held liable for any claims that may arise from the use of its techniques, products, or services in any State, Country, or Territory.

You must complete the XL Tutorial and Test and score 100% on the Test before your training date. Before each training program begins, you will be required to show your trainer a valid government issued photo ID. You agree that you must successfully pass your Level One New Student Training Program before you can apply eyelash extensions to consumers and continue to buy products from the Company.

You agree to NOT use any recording devices, audio, still photo, or video, during the training program. Cell phones must be turned off during the training program unless you have been authorized to log in to the Xtreme Lashes by Jo Mousselli® Lash Calculator™ tool. Non-registered persons will be NOT be allowed to observe or participate in any training programs.

If you are tardy or you do not attend your originally scheduled training program, then you will not be eligible for a refund and you may be required to pay the full cost of registration to reschedule your training program. Training programs become completely non-refundable 24 hours before the training program begins, and the Company will not issue a refund for any training program for any reason after it becomes non-refundable.

II. Safety During and After Training Programs and Indemnity for the CompanyYou acknowledge, accept and agree that (a) use of products sold by the Company must be used with great care to prevent an accidental injury, especially when performing work near an individual’s eye, (b) there is danger associated with the application of eyelash extensions that may include injury to an individual’s eye or eye area and (c) you will practice great care during your training program and follow all prescribed safety guidelines under the supervision of your trainer. You also certify that you will practice great care in all eyelash extensions applications that you perform after you successfully pass your training program. You agree that the Company cannot be held liable for any injuries that may arise from your use of misuse of products and application techniques sold or supplied by the Company.

You acknowledge that all Company training programs involve “hands-on” training regarding applying eyelash extensions to natural eyelashes using the Company’s branded products. During the training program, you will be required to apply eyelash extensions onto another student’s natural eyelashes and you will have eyelash extensions applied to your natural eyelashes. You will not receive a full set of eyelash extensions during your selected training program. By voluntarily participating in the training program, you acknowledge and accept the risk associated with having another training program student apply eyelash extensions to you. You agree that you will not hold any of the fellow students in your training program or the Company liable for any injuries that you may sustain as a result of other students applying eyelash extensions to you. If you are unable to have eyelash extensions applied due to medical reasons or other extenuating circumstances, then you must acquire approval from the Company to provide a model. If you provide a model because you cannot have eyelash extensions applied, then your model will receive an application of eyelash extensions from the student who is partnered with you in the training program.

INDEMNIFICATION

YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS XTREME LASHES AND ITS DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, MANAGERS, SHAREHOLDERS, AGENTS, SUBSIDIARIES, AFFILIATES, INDEPENDENT CONTRACTORS, CONSULTANTS, SUBCONTRACTORS, SUPPLIERS AND LICENSORS (HEREINAFTER “XTREME LASHES, ET AL”) AGAINST ANY AND ALL CLAIMS, REQUESTS, ACCUSATIONS, ALLEGATIONS, ASSERTIONS, COMPLAINTS, PETITIONS, DEMANDS, SUITS, ACTIONS, PROCEEDINGS, GOVERNMENTAL INQUIRIES, INVESTIGATIONS, DAMAGES, LIABILITIES, ATTACHMENTS, JUDGMENTS, LOSSES, PENALTIES, FINES, SETTLEMENTS, AND EXPENSES, INCLUDING BUT NOT LIMITED TO COURT COSTS AND REASONABLE ATTORNEYS’ FEES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, ECONOMIC, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE, OF ANY NATURE ARISING OUT OF OR RELATED TO THE USE OR MISUSE OF PRODUCTS OR SERVICES SOLD OR SUPPLIED BY XTREME LASHES, ET AL., INCLUDING, BUT NOT LIMITED TO, INTELLECTUAL PROPERTY OF XTREME LASHES, ET AL. THIS INDEMNITY IS INTENDED TO APPLY TO ANY THEORY OF RECOVERY INCLUDING, BUT NOT LIMITED TO, CLAIMS OF ACTUAL OR ALLEGED NEGLIGENCE BY XTREME LASHES, ET AL (WHETHER ACTIVE OR PASSIVE, SOLE OR CONCURRENT, SIMPLE OR CROSS, STRICT OR STATUTORY), PROVIDED THAT THE XTREME LASHES LIABILITY WILL BE LIMITED TO THE PURCHASE PRICE OF THE PRODUCT.

You understand that the Company cannot be held liable for any claims that may arise from the use of its techniques, services, or products, including but not limited to its Lash Calculator™ tool, in any State, Country, or Territory.

III. Certification and Lash Stylist Directory Policies

  1. The Company, in its sole discretion, reserves the right to determine its Level One and/or Advanced Certification requirements, which may change at any time, without notice. Certification requirements may be located on the official Company Certification Application(s). Training program attendance does not guarantee Certification. You must meet all of the certification requirements in order to become certified. Certificates will not be issued during training programs. The Company will issue your certificate via US Mail only after you have met the requirements for Level One or Advanced certification in the Company’s eyelash extensions application methods, and the Company has approved your certification application in its sole discretion.The Company, at its sole discretion, reserves the right to decertify you. Reasons for decertification include, but are not limited to, the severance of the business relationship between you and the Company, violation of any part of this agreement, or if the Company receives repeated complaints about your application techniques.
  2. It is your sole responsibility to assimilate the skills and gain the experience required to become competent at applying eyelash extensions. The “certification of completion”, the “hands on” training, and/or the marketing, business, and advertising strategies provided as a result of training program attendance DO NOT guarantee that you will become a successful Lash Stylist. You may need further training, practice, and/or guidance after attending your first training program to gain and maintain success as a Lash Stylist.
  3. If you apply for a listing on the Company’s Lash Stylist Directory, then the Company reserves the right to require you to meet a minimum purchase requirement and/or charge a minimum amount for the Company’s products and services that consumers receive from you in order for you to receive and maintain your listing. The Company, in its sole discretion, reserves the exclusive right to determine the requirements and prerequisites for said listing, which may change without notice. An application of Xtreme Lashes® eyelash extensions is a luxury service. The Company will not ship products to locations that primarily offer nail and tanning services, and the Company, in its sole discretion, reserves the right to decline your application for a listing on the Lash Stylist Directory, for any reason or for no reason, including the reason of you working in a location that primarily offers nail and tanning services.

IV. Use of Proprietary Materials, Exclusivity and Covenant Not to CompeteThe terms, conditions, and notices contained herein are provided to you (“the Buyer/Consumer”) in conjunction with the use of the website, products, and services of Xtreme Lashes, LLC (“Company”). These terms and conditions are applicable to you upon you accessing the website and/or completing the registration or shopping process. The Company makes no representations or warranties about the completeness or accuracy of this website content.

The Company website(s) is for your personal and noncommercial use. You may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, or services obtained from the Company’s products or website(s) without the Company’s prior written consent. All design, text, graphics, logos, button icons, images, audio and video clips, the selection and arrangement thereof, is Copyright (c) 2005-2015 Xtreme Lashes, LLC. ALL RIGHTS RESERVED.

You certify that by purchasing and/or attending any Company training program, you are not an owner, employee, independent contractor, or educator of any competitor of the Company that offers eyelash extensions products and/or training programs. If you violate these terms or conditions, then the Company reserves the right to pursue any and all legal and equitable remedies against you.

You are expressly prohibited from using the Company’s proprietary copyrighted training program materials to train others. You are prohibited from demonstrating any of the techniques or procedural information obtained from the Company to any other person, including, but not limited to, co-workers, employees, contractors, friends, or family members. If you discontinue performing the procedure at a commercial facility, then another staff member at said facility must successfully complete a Level One Training Program before the facility may continue offering the Company’s products and services.

You acknowledge that the following proprietary materials items are the property of the Company and must be returned to the Company within 10 business days in the event that you are decertified or the business relationship between you and the Company has been severed:

  1. Any and all Company educational materials including but not limited to Student Training Manual(s) and Tutorials;
  2. Any and all Company Student PowerPoint Presentation(s);
  3. Any and all unused Company Waiver Forms, Client History Folders, Client Consultation Forms, Order Forms and Application Forms;
  4. Any and all Company Marketing Literature and Marketing Materials, including proprietary photos and logos;
  5. 5. Any and all Company Certificates.

You must notify Company in writing if you choose to discontinue your business relationship with Company. You also acknowledge that you are not authorized to copy, distribute, or otherwise disseminate to any other person, including but not limited to co-workers, employees, contractors, friends, or family members the above proprietary materials accessed during any Company training program.

After either party gives written notice to the other of its intent to terminate the business relationship, you promise that you will not, directly or indirectly, solicit or sell eyelash extensions training programs or products in competition with the Company within the United States of America for a period of two (2) years from the date that either party gives written notice to the other of its intent to terminate the business relationship.

You agree to exclusively use Xtreme Lashes® brand application supplies (the “Supplies”), which include, but are not limited to eyelash extensions, eyelash extension adhesive, eye makeup remover, under eye gel patches, tweezers, primer, eyelash extension adhesive remover, applicators and sponges. The Company reserves the right to add new Supplies to this list or remove currently existing Supplies from the list, at its sole discretion.) The Company may immediately decertify you and stop supplying you with products for failure to comply with these Terms and Conditions, including but not limited to, using unauthorized Supplies.

Company, at its sole discretion, reserves the right to prohibit your or any of your or affiliates’ use, of its photos, brand, and logo at any time, for any reason, including marketing materials, posters, brochures, post cards, instruction manuals, etc.

The resale of Xtreme Lashes by Jo Mousselli® professional eyelash extension application products is NOT permitted. You are not permitted to sell Xtreme Lashes and Jo Mousselli™ consumer aftercare and cosmetic products on third party websites (including, but not limited to Amazon®, EBay®, and Craigslist®). However, the Company strongly encourages you to sell Xtreme Lashes and Jo Mousselli branded consumer cosmetic and aftercare products on your business website and/or inside your place of business.

If you breach any of the conditions contained herein or engage in any other activity deemed to violate Company’s policies, including, but not limited to, the training of other individuals without the prior written approval of Company, then the Company reserves the right to, among other actions permitted under law: 1) demand the immediate return of all Company Proprietary Property; 2) cease selling products to you or the location(s) where you apply eyelash extensions 3) remove your contact information and/or the location(s) where you apply eyelash extensions from the Company’s “Find A Lash Stylist” page on its website and/or 4) pursue all legal and equitable remedies allowed by law.

V. Training Program Refund/Rescheduling PolicyA. Public Training Programs

Due to the high demand for Training Program seats, a strict cancellation/rescheduling policy is enforced. The Company prohibits the sale and use of its products to individuals who have not successfully completed an Xtreme Lashes by Jo Mousselli® training program, therefore no monies will be refunded for training programs regardless of circumstances unless and until all products purchased are returned.

  1. NON Payment Plan Cancellation Fees ( fees vary according to training program package type)Rescheduling:
    • More than fourteen (14) days prior to the Training Program date: One free reschedule.
    • One (1) to fourteen (14) days prior to the Training Program date: $200.

    Cancellation:

    • More than fourteen (14) days prior to the Training Program date: $250-$500
    • One (1) to fourteen (14) days prior to the Training Program date: $350-$700
    • If you fail to meet the objectives of a training program or you attend but do not complete the training program, you will be ineligible for a refund.
    • If the Certification/Directory training program associated with the Business Builder Package is cancelled after the Level One New Student training program is taken, then no refund will be issued.
    • If the Advanced Training program associated with the Combo Advanced Package is cancelled after the Certification and Directory Training Program is taken, then no refund with be issued.
    • Refunds will not be issued for no shows or cancellations less than 24 hours prior to the scheduled Training Program date.
    • If you are registering as part of a promotion, you will forfeit their seat if you are a “no show” or are tardy.
  2. Payment Plan Terms
    1. Payment Plan by Credit Card: The initial payment is nonrefundable and will reserve your training program seat for the selected training program date. You will have one or more remaining payment(s) due for your training program, depending on the option that you choose. Each payment will be automatically billed using the credit card on file for your account. If you wish to change your payment method, please contact Customer Service a minimum of seven (7) days prior to your scheduled payment date. The full training program payment must be received a minimum of 15 days prior to the training program date. If any of your scheduled payments are not received on the scheduled payment date, you will automatically be rescheduled to another training program date.
    2. Payment Plan by Check. The initial payment is nonrefundable and will reserve your training program seat for the selected training program date. You will have one or more remaining payment(s) due for your training program, each payment will be due on the dates that you have selected. If you wish to change your payment method, please contact Customer Service a minimum of seven (7) days prior to your scheduled payment date. The full training program payment must be received a minimum of 15 days prior to the training program date. If any of your scheduled payments are not received on the scheduled payment date, you will automatically be rescheduled to another training program date
    3. Payment Plan Cancellation FeesRescheduling:
      • More than fourteen (14) days prior to the Training Program date: One free reschedule.
      • Two (2) to Fourteen (14) days prior to the Training Program date: $150.00
      • One (1) day prior to the Training Program date: $250.00

      Cancellation:

      • If you cancel your Training Program at any time, the initial deposit is nonrefundable.
      • If you fail to meet the objectives of a training program or you attend but do not complete the training program, you will be ineligible for a refund.
      • If the Certification/Directory training program associated with the Business Builder Package is cancelled after the Level One New Student training program is taken, then no refund will be issued.
      • Refunds will not be issued for no shows or cancellations less than 24 hours prior to the scheduled Training Program date.
      • If students are registering as part of a promotion, please note that they will forfeit their seat if they are a “no show” or are tardy.

B. Private or In-Salon Training Program Refund/Rescheduling Policy

For cancellations MORE THAN fourteen (14) days prior to the scheduled training date, there is a non-refundable charge of 50% of the total Training Program fee. For cancellations WITHIN one (1) to fourteen (14) days prior to your scheduled Training Program date, there is a non-refundable charge of 70% of the total Training Program fee. For Training Program reschedules MORE THAN fourteen (14) days prior to the scheduled Training Program date, a non-refundable rescheduling fee equal to 25% of the total Training Program fee will apply. For Training Program reschedules within seven (7) to fourteen (14) days prior to the scheduled Training Program date, a non-refundable rescheduling fee equal to 50% of the total Training Program fee will apply. For Training Program reschedules for any reason within one (1) to seven (7) days prior to your scheduled Training Program date, a non-refundable rescheduling fee equal to 70% of the total Training Program fee will apply. No shows will result in forfeiture of Training Program fees.]

VI. Product Purchase, Usage, Returns, and ExchangesThe Company reserves the right to refuse to sale training programs or products to any person for any reason.

A. Refund and Exchange Policies

The Company endeavors to ship products and provide services of only the highest quality. Due to issues of hygiene, the Company cannot accept product returns after packaging has been opened. Returns and exchanges of unopened, resalable products are accepted within fourteen (14) days of the date Federal Express confirms product delivery. You will be credited with your purchase price, less shipping, and less a 20% restocking fee. Any and all opened packages that are included as part of an eyelash extension kit will be subject to deduction from the overall refund of the purchase price of an eyelash extension kit. Please contact the Company within fourteen (14) days of product receipt to receive a return authorization number (RMA#) and shipping instructions. Once Customer Service has issued a RMA#, you must return the item within seven (7) calendar days if you determine that products shipped to you are defective, you must inform the Company of their condition within fourteen (14) days of receipt at 281-907-0689. You will be given a return authorization number (RMA#) with shipping instructions. All products must be returned in original packaging. The Company reserves the right to either replace defective product or provide a refund of the purchase price upon receipt of defective product.

B. Terms and Conditions of Product Purchases

You acknowledge that (a) exposure of products (particularly adhesives) sold by the Company to temperature extremes may cause changes in the products and that such changes may make the products unsuitable for use and (b) use of products sold by the Company must be used with great care by a Company trained Lash Stylist to prevent an accidental injury, especially when performing work near an individual’s eye.

C. Product Information

The products displayed on the website can be ordered and delivered only within the U.S. and Canada. All prices displayed on the website are quoted in U.S. Dollars and are valid and effective only in the U.S.

If any minor uses any goods or product from Company, it should be only after the legal or parental guardian has discussed the product with the minor’s doctor. All material and information presented by Company is intended to be used for personal educational or informational purposes only. The statements made about products have not been evaluated by the U.S. Food and Drug Administration and the results reported, if any, may not necessarily occur in all individuals. The statements and products are not intended to diagnose, treat, cure or prevent any condition or disease. All products should be used strictly in accordance with their instructions, precautions and guidelines. You should always check the ingredients for products to avoid potential allergic reactions. Use of the Company website(s) is not meant to serve as a substitute for professional medical advice: this website(s) is solely an online store for specialty beauty products. Please consult with your own physician or health care practitioner regarding the use of any goods, products or information received from the Website before using or relying on them. Your physician or health care practitioner should address any and all medical questions, concerns and decisions regarding the possible treatment of any medical condition. Company does not give or intend to give any answers to medical related questions and this website(s) does not replace any medical professional or medical resource. Company does not represent itself as a physician nor is this implied. No prescription medications or medical treatments are intentionally provided on the website(s). IF YOU ARE IN NEED OF MEDICAL ATTENTION, CALL 911 OR YOUR PHYSICIAN IMMEDIATELY.

D. Shipping

Company does not require a signature for delivery of orders in most cases, but reserves the right to do so. Once the delivery of an order is confirmed by Federal Express, the Company is no longer liable for the order. The Company requires that each time a purchase is made via website or phone that you must request or decline a signature requirement on your order. Company strongly recommends that you request that a signature be required if there may be a possibility of theft or damage to orders left at the delivery location. The Company is not responsible for any loss or damage to orders that may occur while they are in the custody of Federal Express.

In the event of a backorder, all backordered items, excluding adhesives, will ship via Ground shipping. All adhesive backorders will ship via 2nd Day Air.

Same Day Shipping Policy

The vast majority of orders (with the exception of some orders containing adhesives) placed with the Company by 3 PM CST for air shipment and 12 PM CST for ground Shipment, Monday through Friday, will ship out on the same business day. Some Thursday and Friday orders (depending on method of shipping selected) containing adhesive(s) may be held until the following Monday in most cases to eliminate the probability of the adhesive(s) being held in a non-temperature controlled Federal Express warehouse over the weekend. Orders placed after 3 PM CST for air shipment and after 12 PM CST for ground shipment may not ship until the following business day. Orders placed beyond these deadlines on the day before a weekend or holiday(s) will not be shipped until the next business day following the weekend and/or holiday(s). Orders placed on weekends (Saturday or Sunday) and orders placed on Federal or State Holidays (also including, but not limited to: Christmas Eve, New Year’s Eve, and Good Friday) will be shipped on the next business day.

VII. Independent Contractor; Not a Franchise or Business Opportunity.You agree that the Company Training and Certification Program creates only a buyer and seller relationship between you and the Company, and does not create any other type of relationship between you and the Company. You have no authority, expressed or implied, to act as the Company’s agent for any purpose. You are, and will remain, an independent contractor responsible for all obligations and liabilities of your business, and for all claims or demands based on injury, illness or death of any person or persons, directly or indirectly, resulting from the operation of your business. Further, the Company and you are not and do not intend to be partners, associates, joint venturers, agents or employees of each other in any way, and the Company will not be construed to be jointly liable for any of your acts or omissions under any circumstances.

You acknowledge and agree that the Company Training and Certification Program is not, and should not be deemed, a franchise under federal or state law due to, among other reasons: (i) the Company does not exercise significant control over, or provide significant assistance to, your method of operation; (ii) you do not engage in the business of offering, selling, distributing goods or services under a marketing plan or system prescribed in substantial part by us; (iii) while you will be authorized to distribute the Company’s retail/consumer products bearing our trademarks, your use of our trademark will be only incidental to, and not in substantial association with, your business; and (iv) you are not required to identify your business to your customers under our trademarks or to otherwise be required to use our trademarks in a manner likely to convey to the public that you are an outlet or account of ours.

You further acknowledge and agree that the Company Training and Certification Program is not, and should not be deemed, a business opportunity under federal or state law due to, among other reasons: (i) we will not assist you in starting a business; (ii) we do not represent or guarantee that you will derive income from your business which exceeds the price of the Training and Certification Program paid to us or the products you purchase from us; (iii) we will not refund all or part of the price of the Training and Certification Program paid to us, or repurchase any of the products, if you are dissatisfied with the business you operate; and (iv) we will not provide you with a comprehensive marketing plan.

VIII. Privacy Policy:The Company will use your information to deliver products and services that you have requested or ordered. Occasionally, the Company will use your contact information to send you information about the Company, including information regarding special promotions and new products. The Company will promptly remove your name from our mailing list upon request. As you browse www.xtremelashes.com, advertising cookies will be placed on your computer so that we can understand which products and services capture your interest. The Company’s display advertising partner, AdRoll, then enables the Company to present you with retargeted advertising on other sites based on your previous interaction with www.xtremelashes.com. The techniques our partners employ do not collect personal information such as your name, email address, postal address, or telephone number. You can visithttp://www.networkadvertising.org/choices/ to opt out of AdRoll’s and their partners’ targeted advertising.

IX. Force MajeureNotwithstanding any other provision of this Agreement to the contrary, in the event the Company is prevented from performing its obligations hereunder as a result of any contingency which is beyond its control (such as any act of God, war, riot, national emergency, terrorist act, general embargo, fire, casualty, equipment failure, flood, extreme weather conditions, earthquake or other similar occurrence) (any such event, a “Force Majeure Event”), the Company shall be excused from its inability to perform its obligations hereunder, but only to the extent and for the duration of the Force Majeure Event in question. The Company will provide reasonably prompt notice of the occurrence of such Force Majeure Event. Upon the occurrence of such Force Majeure Event, the Company may delay the scheduled training program, but only for so long as may be reasonably necessary in light of such Force Majeure Event, and shall reschedule the training program hereunder as soon as reasonably practicable following the date of such occurrence. In the event a Company Educator is prevented from performing obligations hereunder as a result of any contingency which is beyond the control of such party (such as interruptions in the Trainer’s travel schedule or unforeseen unavailability of the Trainer), Company reserves the right to reschedule training programs. In the event that a Company training program cannot be conducted because of a lack of minimum student attendance, Company reserves the right to reschedule the training program.

In the event that Company cancels or reschedules a training program, registered participants may elect to apply the monies paid for the cancelled training program to a future training program within 12 months of the cancelled training program date. The Company will honor a request for a full refund of cancelled training program fees submitted in writing and received in its corporate office via fax or mail within seven (7) days of cancelled training program date. Such a refund only applies to training program fees, not to other fees or expenses registered participants may have incurred, including but not limited to travel or lodging expenses. Registered participants who request a refund for their eyelash extension kit due to a training program cancellation by the Company will be credited with their full purchase price less any opened items, once the kit is returned to the Company corporate office. Please contact Customer Service within seven (7) days of the cancelled training program to receive a return authorization number (RA#) and directions on where to send the kit.

X. Governing Law; ConstructionThis Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to the principles of conflicts of laws thereof. The construction and interpretation of this Agreement shall not be strictly construed against the drafter. Any dispute arising under this Agreement shall be settled by arbitration in the State of Texas in accord with such procedures as may be acceptable to the parties.

XI. Entire Agreement; Amendment; Waiver; InvalidityThis Agreement, together with any schedules and exhibits attached hereto and made a part hereof, constitutes the entire agreement between the parties as to the subject matter hereof and shall supersede all prior understandings, letters, agreements, contracts and other documents. This Agreement may not be amended except by an instrument in writing signed on behalf of all of the parties hereto. No failure or delay by either party to exercise, and no course of dealing with respect to, any right of any such party regarding an obligation of the other party to this Agreement, shall operate as a waiver thereof, unless agreed to in writing by both parties. Any single or partial waiver by either party of any obligation of the other party under this Agreement shall constitute a waiver of such obligation only as specified in such waiver and shall not constitute a waiver of any other obligation. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provisions of this Agreement, all of which shall remain in full force and effect.