This website is operated by Buppha Witt Pictures Limited. Throughout the site, the terms “we”, “us” and “our” refer to Buppha Witt Pictures Limited, dba BUPPHA. Buppha Witt Pictures Limited offers this website, https://www.buppha.com/, including all information, tools and Services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies and notices stated here.

By visiting our site and/ or purchasing something from us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Terms of Service apply to all users of the site, including without limitation users who are browsers, vendors, customers, merchants, and/ or contributors of content.

Please read these Terms of Service carefully before accessing or using our website. By accessing or using any part of the site, you agree to be bound by these Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not access the website or use any Services. If these Terms of Service are considered an offer, acceptance is expressly limited to these Terms of Service.

Any new features or tools which are added to the current store shall also be subject to the Terms of Service. You can review the most current version of the Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website following the posting of any changes constitutes acceptance of those changes.

Our store is hosted on Shopify Inc. They provide us with the online e-commerce platform that allows us to sell our products and Services to you.


By agreeing to these Terms of Service, you represent that you are at least the age of majority in your state or province of residence, or that you are the age of majority in your state or province of residence and you have given us your consent to allow any of your minor dependents to use this site.

You may not use our products for any illegal or unauthorized purpose nor may you, in the use of the Service, violate any laws in your jurisdiction (including but not limited to copyright laws).

You must not transmit any worms or viruses or any code of a destructive nature.

A breach or violation of any of the Terms will result in an immediate termination of your Services.


We reserve the right to refuse service to anyone for any reason at any time.

You understand that your content (not including credit card information), may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices. Credit card information is always encrypted during transfer over networks.

You agree not to reproduce, duplicate, copy, sell, resell or exploit any portion of the Service, use of the Service, or access to the Service or any contact on the website through which the service is provided, without express written permission by us.

The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms.


We are not responsible if information made available on this site is not accurate, complete or current. The material on this site is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the material on this site is at your own risk.

This site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of this site at any time, but we have no obligation to update any information on our site. You agree that it is your responsibility to monitor changes to our site.


Prices for our products are subject to change without notice.

We reserve the right at any time to modify or discontinue the Service (or any part or content thereof) without notice at any time.

We shall not be liable to you or to any third-party for any modification, price change, suspension or discontinuance of the Service.


Certain products or Services may be available exclusively online through the website. These products or Services may have limited quantities and are subject to return or exchange only according to our Return Policy. To view our Return Policy, please visit Return Policy

We have made every effort to display as accurately as possible the colors and images of our products that appear at the store. We cannot guarantee that your computer monitor's display of any color will be accurate.

We reserve the right, but are not obligated, to limit the sales of our products or Services to any person, geographic region or jurisdiction. We may exercise this right on a case-by-case basis. We reserve the right to limit the quantities of any products or Services that we offer. All descriptions of products or product pricing are subject to change at anytime without notice, at the sole discretion of us. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this site is void where prohibited.

We do not warrant that the quality of any products, Services, information, or other material purchased or obtained by you will meet your expectations, or that any errors in the Service will be corrected.

5.1 We warrant to you that our Courses will be delivered to you using reasonable care and skill.

5.2 We shall supply our Courses to you in accordance with the relevant Course Specification in all material respects.

5.3 We shall use all reasonable endeavours to meet any performance dates specified in the relevant Course Specification, but any dates shall be estimates only and time shall not be of the essence for our performance in delivering our Courses.

5.4 We reserve the right to amend the Website and Course Specifications to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Courses. We will notify you of these amendments.

5.5 Every effort has been made to accurately represent the potential improvement of filmmaking skill, knowledge, screenwriting skill, and the like resulting from the Enrolment by students in any particular Course. Our courses are not accredited by a regulatory body and do not serve, at present, as a recognised qualification. They are designed to be instructional, not to confer a particular qualification. Students are responsible for their own compliance with any relevant legislation in place governing the production of their own projects having completed a Course. There is no guarantee that the student will earn any money using the techniques and ideas provided in the Course. Examples in the Course, Course Specification or Course Materials are not to be interpreted as a promise or guarantee of earnings and success in your goals / career. The level of success in attaining any results claimed in the Course, Course Specification, or Course Materials depends on, but is not limited to the time you devote to study, the ideas and techniques mentioned as well as their implementation, on-going learning, training and development, your own finances, knowledge, and various skills. Since these factors differ according to individuals, we cannot guarantee the student’s success or income level.

5.6 We have taken all reasonable care in sourcing and presenting accurate information during the Course but do not warrant that any content created by Course Tutors or any third-party suppliers of goods or services, or any content provided in the Course Materials or our Courses, will be error free. No responsibility is accepted for any inaccuracies or mistakes in the information, or for any loss or damage that may result from its use.

5.7 A Course may have an end date or limited timeframe in which you are granted access. Where this applies, this will be made clear in the Course Specification, and you acknowledge that it is your responsibility to complete your Course within this time.

5.8 A Course may have a deadline for submitting coursework, assignments, tests, and quizzes. Where this applies, it will be made clear in the Course Specification, and you acknowledge that it is your responsibility to submit your coursework, assignments, tests and quizzes before the deadline. If you submit your coursework, assignments, tests, or quizzes after the deadline we have the sole discretion to refuse to accept your submission, and if we do accept your submission, an administration fee will apply.

5.9 We aim to provide uninterrupted access to the Course and its corresponding Course Materials for the duration of the Course. You acknowledge that occasionally technical difficulties may interrupt services. We will use our best endeavours to resolve any technical difficulties and to resume normal service as soon as is reasonably practical.


6.1 We own the Intellectual Property Rights arising out of or in connection with the Website and the Courses.

6.2 Subject to your compliance with these Terms, we grant you a revocable, worldwide, non-exclusive, non-assignable, non-sub-licensable limited licence to access the Website, and (at our discretion and usually subject to the creation of an account and Enrolment without cancellation) the Courses as an individual for the purpose of private individual study, and to download content for the same purpose.

6.3 We do not own any content uploaded to our website, or submitted to us that is provided solely by you. Any content solely created by you that you submit to us, or upload to our website will be kept confidential unless we obtain your permission to publish. You expressly consent to us using any positive feedback given to us by you for the promotion of our services. You retain all your ownership rights in your content, but you grant us and other users of the Website and Courses a limited licence to use that content in any way we choose, and to make it available to third parties.


7.1 You confirm that you are over the age of 18.

7.2 You agree to keep the Confidential Information confidential.

7.3 You agree that you shall not distribute, modify, alter all or any part of the Website, Courses, Course Specifications, or Course Materials in any form without our prior written consent.

7.4 You agree not to use the Website or Online Content and Courses for any commercial uses, or for the benefit of any other party, including:

7.4.1 Selling access to the Website;

7.4.2 Soliciting customers for other websites; or

7.4.3 Soliciting customers or visitors for any other business.

You agree not to contact us, or any other user of the Website or Courses for this purpose.

7.5 You will not copy, reproduce, create derivative works of, distribute, transmit, sell, license, or otherwise exploit any content contained on the Website, Courses, Course Materials, or Course Specifications, or act in any way that would infringe our Intellectual Property Rights or Confidential Information – without our prior written consent. Nor will you procure, encourage, or assist anyone else in doing so.

7.6 You agree to use the Website and Courses in a way which does not infringe the rights of third parties (including the Intellectual Property Rights or confidential information of third parties).

7.7 If during your use of the Website or participation in the Courses, you generate content that is submitted to us, you warrant that you have all necessary rights to submit it to us and for us to publish it. Content generated by you must not infringe any third-party Intellectual Property Rights.

7.8 You agree not to access or attempt to access any other account on the Website or Courses, or impersonate anyone else, or otherwise misrepresent your personal information or identity.

7.9 You agree that all communications made through the Website or on Courses constitutes a public discussion. We may at our discretion monitor these communications to improve our Courses, or to improve the experience of our customers and visitors. You agree to abide by our Student Communication Guidelines.

7.10 You acknowledge and agree that we may at our sole discretion modify, change, update, suspend, or terminate access to or use of the Website and Courses, which we may change from time to time without prior notice to you.

7.11 You agree to use the Website and access the Courses only for lawful purposes and that your use is in no way unlawful. You shall not attempt to circumvent, disable or otherwise interfere with any security, access restricting, use limiting, or content filtering features of the Website.

7.12 You agree not to knowingly transmit any data that contains any harmful software programs or code to us, the Website, or any other users of the Website or Courses.

7.13 You agree that you are solely responsible for (and that we have no responsibility to you or to any third party for) any breach of your obligations under these Terms and for the consequences of that breach.


8.1 In order to access our Courses via the Website, you will need to Enrol by signing up for an account and paying the relevant fee for access to the Course. We reserve the right to deny or grant access to the Courses at our sole discretion.

8.2 Enrolment is not considered complete until payment has been made (either deposit for instalments or full payment) and has cleared, or access has been granted in writing by us to you for some other reason, at our sole discretion.

8.3 If you subscribe to a payment plan you agree to pay the remaining instalments on their due date until the Course has been paid in full. This applies even if you decide to withdraw from the Course (subject to the cancellation provisions covering in Clause 7). If you subscribe to a payment plan and fail to pay your instalments on the dates agreed, your access to the Course will be suspended without refund until the payment has been received.

8.4 If you fail to pay your instalments within 90 days of the dates agreed, you will be required to pay the full course price (as set at the time of payment) to regain access.  We reserve the right to take legal action to recover any payments owed to us.

8.5 Payments are only accepted through PayPal and by credit or debit card. We do not accept payments by cash, cheque, or bank transfer. Please note, if you do not have a PayPal account you can still make your purchase with PayPal by using your credit or debit card which is an acceptable form of payment.


9.1 Your statutory right under the Consumer Contracts Regulations gives you fourteen (14) calendar days after the date that we confirm your purchase of Enrolment or, if earlier, the date you start downloading or streaming any of the Courses, to change your mind and make a request for cancellation. If you are granted access to any Courses immediately after your purchase and you agree to this when purchasing Enrolment, you will not have a right to change your mind.

9.2 If you wish to exercise your right to change your mind, please let us know by emailing us at [email protected].  

9.3 Upon cancelling Enrolment in accordance with clause 9.1, we will reimburse to you all payments received from you for this particular Enrolment. We will make the reimbursement without undue delay, and not later than fourteen (14) days after the date upon which we are informed about your decision to cancel this contract. We will make the reimbursement using the same means of payment as you used for the initial transaction.

9.4 Upon cancelling Enrolment in accordance with clause 9.1 you will, as appropriate, return to us or delete any Course Content in your possession, and any other material created by or belonging to us. You will no longer have access to the relevant Courses, and Course Content relating to your cancelled Enrolment.

9.5 Refunds cannot be given once payment has been made, in part or in full, except where clause 9.1 applies. This applies to deposits or instalments paid as well as full Course payments. Refunds are not awarded to students who failed the Course they were enrolled on.


10.1 You are required to register an account with us to access the Courses.

10.2 If you choose to create an account to access our Courses, or if you are provided with a user identification code, password, or any other piece of information as part of our security procedures, you must treat this information as confidential.

10.3 We have the right to disable any user identification code or password, whether chosen by you or allocated by us, at any time, if in our reasonable opinion you have failed to comply with any of the provisions of these Terms.

10.4 If you know or suspect that anyone other than you know your user identification code or password, you must promptly notify us in writing.


We reserve the right to refuse any order you place with us. We may, in our sole discretion, limit or cancel quantities purchased per person, per household or per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that we make a change to or cancel an order, we may attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors.

You agree to provide current, complete and accurate purchase and account information for all purchases made at our store. You agree to promptly update your account and other information, including your email address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed.

For more detail, please review our Return Policy .


We may provide you with access to third-party tools over which we neither monitor nor have any control nor input.

You acknowledge and agree that we provide access to such tools ”as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to your use of optional third-party tools.

Any use by you of the optional tools offered through the site is entirely at your own risk and discretion and you should ensure that you are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

We may also, in the future, offer new Services and/or features through the website (including, the release of new tools and resources). Such new features and/or Services shall also be subject to these Terms of Service.


Certain content, products and Services available via our Service may include materials from third-parties.

Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third-party materials or websites, or for any other materials, products, or Services of third-parties.

We are not liable for any harm or damages related to the purchase or use of goods, Services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third-party's policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third-party.


If, at our request, you send certain specific submissions (for example contest entries) or without a request from us you send creative ideas, suggestions, proposals, plans, or other materials, whether online, by email, by postal mail, or otherwise (collectively, 'comments'), you agree that we may, at any time, without restriction, edit, copy, publish, distribute, translate and otherwise use in any medium any comments that you forward to us. We are and shall be under no obligation (1) to maintain any comments in confidence; (2) to pay compensation for any comments; or (3) to respond to any comments.

We may, but have no obligation to, monitor, edit or remove content that we determine in our sole discretion to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates any party’s intellectual property or these Terms of Service.

You agree that your comments will not violate any right of any third-party, including copyright, trademark, privacy, personality or other personal or proprietary right. You further agree that your comments will not contain libelous or otherwise unlawful, abusive or obscene material, or contain any computer virus or other malware that could in any way affect the operation of the Service or any related website. You may not use a false e-mail address, pretend to be someone other than yourself, or otherwise mislead us or third-parties as to the origin of any comments. You are solely responsible for any comments you make and their accuracy. We take no responsibility and assume no liability for any comments posted by you or any third-party.


Your submission of personal information through the store is governed by our Privacy Policy. To view our Privacy Policy, please see Privacy Policy (www.buppha.com/privacy-policy).


Occasionally there may be information on our site or in the Service that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information in the Service or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).

We undertake no obligation to update, amend or clarify information in the Service or on any related website, including without limitation, pricing information, except as required by law. No specified update or refresh date applied in the Service or on any related website, should be taken to indicate that all information in the Service or on any related website has been modified or updated.


In addition to other prohibitions as set forth in the Terms of Service, you are prohibited from using the site or its content:

(a) for any unlawful purpose; (b) to solicit others to perform or participate in any unlawful acts; (c) to violate any international, federal, provincial or state regulations, rules, laws, or local ordinances; (d) to infringe upon or violate our intellectual property rights or the intellectual property rights of others; (e) to harass, abuse, insult, harm, defame, slander, disparage, intimidate, or discriminate based on gender, sexual orientation, religion, ethnicity, race, age, national origin, or disability; (f) to submit false or misleading information;

(g) to upload or transmit viruses or any other type of malicious code that will or may be used in any way that will affect the functionality or operation of the Service or of any related website, other websites, or the Internet; (h) to collect or track the personal information of others; (i) to spam, phish, pharm, pretext, spider, crawl, or scrape; (j) for any obscene or immoral purpose; or (k) to interfere with or circumvent the security features of the Service or any related website, other websites, or the Internet. We reserve the right to terminate your use of the Service or any related website for violating any of the prohibited uses.


We do not guarantee, represent or warrant that your use of our service will be uninterrupted, timely, secure or error-free.

We do not warrant that the results that may be obtained from the use of the service will be accurate or reliable.

You agree that from time to time we may remove the service for indefinite periods of time or cancel the service at any time, without notice to you.

You expressly agree that your use of, or inability to use, the service is at your sole risk. The service and all products and Services delivered to you through the service are (except as expressly stated by us) provided 'as is' and 'as available' for your use, without any representation, warranties or conditions of any kind, either express or implied, including all implied warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, and non-infringement.

In no case shall Buppha Witt Pictures Limited, our directors, officers, employees, affiliates, agents, contractors, interns, suppliers, service providers or licensors be liable for any injury, loss, claim, or any direct, indirect, incidental, punitive, special, or consequential damages of any kind, including, without limitation lost profits, lost revenue, lost savings, loss of data, replacement costs, or any similar damages, whether based in contract, tort (including negligence), strict liability or otherwise, arising from your use of any of the service or any products procured using the service, or for any other claim related in any way to your use of the service or any product, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of the service or any content (or product) posted, transmitted, or otherwise made available via the service, even if advised of their possibility.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, our liability shall be limited to the maximum extent permitted by law.


You agree to indemnify, defend and hold harmless Buppha Witt Pictures Limited and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms of Service or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.


In the event that any provision of these Terms of Service is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Service, such determination shall not affect the validity and enforceability of any other remaining provisions.


The obligations and liabilities of the parties incurred prior to the termination date shall survive the termination of this agreement for all purposes.

These Terms of Service are effective unless and until terminated by either you or us. You may terminate these Terms of Service at any time by notifying us that you no longer wish to use our Services, or when you cease using our site.

If in our sole judgment you fail, or we suspect that you have failed, to comply with any term or provision of these Terms of Service, we also may terminate this agreement at any time without notice and you will remain liable for all amounts due up to and including the date of termination; and/or accordingly may deny you access to our Services (or any part thereof).

We reserve the right in our sole discretion to refuse or terminate your access to the Website and its Content, in full or in part, at any time without notice. In the event of cancellation or termination, you are no longer authorized to access the part of the Website or Content affected by such cancellation or termination. The restrictions imposed on you in these Ts&Cs with respect to the Website and its Content will still apply now and in the future, even after termination by you or us.

If you have any questions about these Ts&Cs, please contact us at [email protected]


The failure of us to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision.

These Terms of Service and any policies or operating rules posted by us on this site or in respect to The Service constitutes the entire agreement and understanding between you and us and govern your use of the Service, superseding any prior or contemporaneous agreements, communications and proposals, whether oral or written, between you and us (including, but not limited to, any prior versions of the Terms of Service).

Any ambiguities in the interpretation of these Terms of Service shall not be construed against the drafting party.


These Terms of Service and any separate agreements whereby we provide you Services shall be governed by and construed in accordance with the laws of United Kingdom.


You can review the most current version of the Terms of Service at any time at this page.

We reserve the right, at our sole discretion, to update, change or replace any part of these Terms of Service by posting updates and changes to our website. It is your responsibility to check our website periodically for changes. Your continued use of or access to our website or the Service following the posting of any changes to these Terms of Service constitutes acceptance of those changes.


Questions about the Terms of Service should be sent to us at [email protected]


Coaching Agreement Terms & Conditions 

This Coaching Agreement (this “Agreement”), dated as of date of purchase (the “Effective Date”), is by and between Buppha Witt Pictures Limited, dba Buppha (“Coach”) and the buyer-client responsible for purchasing a coaching package (“Client” or “You” and together with Coach, the “Parties”, and each a “Party”).

WHEREAS, Coach is in the business of providing coaching services related to writing, life, and professional coaching; and

WHEREAS, Client desires to retain Coach to provide said coaching services, and Coach is willing to perform such coaching services under the terms and conditions hereinafter set forth;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Coach and Client agree as follows:

Client-Coach Relationship. An effective coaching relationship requires mutual understanding and respect between the Coach and the Client. That requires the parties to agree to some basic tenets of coaching, including:

Coach and Client agree to communicate honestly, to be open to feedback, and to make time and space to participate fully in the coaching sessions called for hereunder. Client specifically agrees to be open to coaching.

Coaching services are intended for individuals who are in generally good health, are generally well adjusted, are functionally effectively, and are not in need of medical treatment (including for mental health disorders). Coaching does not involve the diagnosis or treatment of any medical or mental disorders and does not prevent, cure, or treat any mental disorder or medical disease. Further, coaching is not a substitute for therapy, counselling, psychoanalysis, medical treatment, substance abuse treatment, or the advice or services of a medical professional. It is the Client’s responsibility to seek independent guidance from medical professionals to the extent necessary.

By participating in the coaching, you agree to accept personal responsibility for the results of your actions. You agree that the Coach has not made any guarantees about the results of taking any action, whether recommended during any coaching session or not. You recognize that your ultimate success or failure will be the result of your own efforts, your particular situation, and innumerable other circumstances beyond the control and/or knowledge of the Coach.

Services. The parties shall engage in coaching sessions as purchased by Client that will last a total of one hour and will be conducted via Zoom Video Conferencing. Client shall be responsible for scheduling these coaching sessions at mutually agreeable times as set forth below.

Fees. In consideration of the provision of the Services by the Coach, Client shall pay a single payment of £250 to purchase one 60-minute coaching session. Payment to Coach of such fees shall constitute payment in full for the performance of the Services. The coaching session will begin after the payment is made.

Procedure and Scheduling. Coach and Client will agree to a mutually agreeable time for the coaching meetings, and it will be the Client’s ultimate responsibility to schedule the coaching meetings. Client shall initiate the coaching call at the agreed upon time by following the link / contact details provided in the schedule confirmation email.

Cancellation Policy. You may not cancel an individual coaching session unless you do so at least 24 hours before it is scheduled to begin. Coach reserves the right to treat any meeting that Client misses or attempts to cancel less than 24 hours before it is scheduled to begin as part of the allotted coaching sessions.

Confidentiality. The Coach shall treat the relationship with Client, as well as all information shared by the Client, as confidential. Coach shall not disclose the existence of the relationship, or any information shared during the coaching sessions without the Client’s written consent. This means that the Coach will not disclose the Client’s name as a reference without the Client’s consent.

Client should be aware that a coach-client relationship does not give rise to privilege or any other legally protected confidentiality. That means that Coach could be ordered by a court to disclose information related to the relationship. Coach will notify Client of any legal request that would implicate Client’s information prior to disclosing it but may not be able to oppose disclosing the information.

Confidential Information does not include information: (a) known to Coach prior to Client disclosing it; (b) that is generally known to the public or in the industry; (c) obtained by Coach from a third party, without breach of any obligation to the Client; or (d) that is or was developed independently by Coach without use of or reference to the Client’s confidential information.


Entire Agreement. This Agreement constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter.

Severability. If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendments. No amendment to or modification of this Agreement is effective unless it is in writing and signed by each Party.

Waiver. No waiver by any Party of any of the provisions of this Agreement shall be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

Relationship of the Parties. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

End of Terms and Conditions