General Terms and Conditions

IN THESE TERMS THERE ARE CERTAIN CLAUSES OF SIMILAR FONT AND COLOUR TO THIS TEXT WHICH CONTAINS PROVISIONS THAT MAY HAVE THE EFFECT OF (I) LIMITING THE RISK OR LIABILITY OF THE COMPANY OR OF ANY OTHER PERSON AND/OR (II) MAY CONSTITUTE AN ASSUMPTION OF RISK OR LIABILITY BY YOU AND/OR (III) MAY IMPOSE AN OBLIGATION ON YOU TO INDEMNIFY THE COMPANY OR ANY OTHER PERSON FOR ANY CAUSE AND/OR (IV) MAY BE AN ACKNOWLEDGEMENT OF ANY FACT BY YOU. THESE PROVISIONS ARE VERY IMPORTANT AND YOU MUST ENSURE THAT YOU READ THEM CAREFULLY AND THAT YOU UNDERSTAND THEM CLEARLY

1. General

1.1 All purchases of tickets are exclusively subject to the COMPANY’S terms, the COMPANYrejects any terms and conditions of the CUSTOMER to the contrary or deviating from the COMPANY’S terms unless it has expressly consented to their validity in writing.

1.2 The terms set out herein cancel and replace all previously issued terms and conditions.

1.3 These terms, as re-issued or revised by the COMPANY from time to time, apply to all purchases effected with the COMPANY and such purchases are subject to acceptance by the COMPANY and shall be deemed to be made subject to these terms.

1.4 No qualification or condition contained in any other documentation or otherwise, shall form part of these terms or override these terms, unless expressly agreed to in writing by the Managing Director of the COMPANY. No employee or agent of the COMPANY shall have the authority or the ability to change these terms in any manner whatsoever, save for the Managing Director of the COMPANY.

1.5 The COMPANY reserves the right to refuse a purchase. Acceptance on the part of the COMPANY shall only be deemed to have occurred, when the COMPANY delivers to the CUSTOMER the PURCHASE CONFIRMATION.

1.6 Save insofar as may be otherwise specifically agreed to in writing to the contrary by the COMPANY, purchases are accepted only at prices in effect on that date of the PURCHASE CONFIRMATION.

2. interpretation and definitions

2.1 In these TERMS unless the context otherwise requires –

2.1.1 The singular shall import and include the plural and vice versa.

2.1.2 Words indicating one gender shall import and include other genders.

2.1.3 Words indicating natural persons shall import and include artificial persons.

2.1.4 The headnotes to these TERMS are used for the sake of convenience only and shall not govern the interpretation of the clauses to which they relate.

2.1.5 Where any number of days is prescribed in these TERMS, they shall be calculated exclusive of the first day and inclusive of the last day unless the last day falls on an Saturday, Sunday or public holiday. In which case the last day shall be the next succeeding day which is not a Saturday, Sunday or public holiday.

2.1.6 If any doubt or conflict arises where figures are referred to in numerals and in words, the words shall prevail.

2.1.7 Should there be any conflict or inconsistency between these TERMS and other agreement/s concluded between the PARTIES, then terms outlined herein shall prevail.

2.1.8 The rights and obligations of any Party arising from these TERMS, shall devolve upon and bind its successors-in-title.

2.1.9 If any provision in a definition contained in these TERMS is a substantive provision conferring rights or imposing obligations on any PARTY, notwithstanding that it only appears in the definition clause, effect shall be given to it as if it were a substantive provision in the body of these TERMS.

2.1.10 These TERMS shall be governed by and interpreted in accordance with the laws of the Republic of South Africa, provided that in the event of a conflict between or inconsistency in the laws applicable in the various provinces or regions of the Republic, the law as interpreted and applied in Gauteng will prevail.

2.1.11 The rule of construction that these TERMS shall be interpreted against the PARTY responsible for the drafting or preparation of these TERMS shall not apply. The same applies to the schedules or annexures hereto.

2.2 Unless such meaning is inconsistent with the context, the following definitions shall, throughout these TERMS, have the meanings respectively ascribed to them, namely:

2.2.1 “COMPANY” shall mean Messse Muenchen South Africa (Pty) Ltd, a company with registration number: 2012/070095/07, duly incorporated and registered in accordance with the laws of the Republic of South Africa, having its registered address situated at Stonemill Office Park, First Floor, Kiepersol House, 300 Acacia Road, Darrenwood, 2194, South Africa;

2.2.2 “CPA” shall mean the Consumer Protection Act No 86 of 2008, as amended from time to time;

2.2.3 “CUSTOMER” shall mean the person or legal entity that has purchased the TICKETS on the COMPANY’S website and who has been issued with a PURCHSE CONFIRMATION from the COMPANY;

2.2.4 “FORCE MAJEURE” shall mean any cause beyond the reasonable control of the PARTIESincluding but not limited to, fire, explosion, accident, strike, lockout, war (declared or undeclared), riot, acts of God or States enemies and actions out of any governmental authority;

2.2.5 “PARTY” shall mean either the COMPANY or the CUSTOMER depending on the context in which it is used;

2.2.6 “PURCHASE CONFIRMATION” shall mean the document issued by the COMPANY to the CUSTOMER confirming the COMPANY’S acceptance of the CUSTOMER’S purchase and indicating details of the event(s) hosted by the COMPANY;

2.2.7 “TERMS” shall mean these terms and conditions agreed upon between the PARTIES with the annexures, if any, attached hereto;

2.2.8 “TICKET PRICE” shall mean the price of the TICKETS as set out on the COMPANY’S website from time to time;

2.2.9 “TICKETS” shall mean the TICKETS pertaining to events organised and conducted by the COMPANY from time to time, m or specifically described on the COMPANY’S website.

2.3 If the CPA is applicable to these TERMS, the provisions of the CPA will be applied and take precedence where they contradict any provision of these TERMS.

2.4 Whether the CPA applies to these TERMS depends on whether the asset value or annual turnover (the “Threshold Values”) of the CUSTOMER’S business is above or below the threshold, as contained in the CPA, as amended.

2.5 The Threshold Values are the Customer’S asset value or annual turnover. If either of these values exceed R 2 000 000 (Two Million Rand) on the date that the CUSTOMER receives the PURCHASE CONFIRMATION, the CPA shall not apply to these TERMS.

2.6 The Threshold Values and the Threshold itself shall be amended from time to time, in which case the PARTIES agree that the new measurements shall apply to these TERMS from the date of amendment.

2.7 The COMPANY’S duties in accordance with these TERMS may vary depending on whether the CPA applies to it, and the COMPANY shall rely on the information in respect of the CUSTOMER’S Threshold Values as provided to the COMPANY by the CUSTOMER. Consequently:

2.7.1 The CUSTOMER warrants that any statement made to the COMPANY in respect of its Threshold Values is accurate.

2.7.2 If the CUSTOMER claims that the Threshold Values are below R 2 000 000 (Two Million Rand), alternatively that the CPA applies to these TERMS, the COMPANY may at its instance require the CUSTOMER to provide it with financial statements as proof thereof.

2.7.3 If the CUSTOMER misstates the Threshold Values as falling below the Threshold and in such a way that the COMPANY believes that this AGREEMENT is subject to the CPA when it is not, then the COMPANY may retroactively apply any provisions of this AGREEMENT that were not applied as a result of this belief.

2.8 The CUSTOMER will be liable for any costs or damage sustained by the COMPANYresulting from such misstatement.

3. Scope and general conditions of WEBSITE use

3.1 The following terms of business apply to sale and purchase of entry tickets (hereinafter referred to as “Tickets”) on the COMPANY’S website between the COMPANY and the purchaser of such Tickets (hereinafter referred to as “Customer”).

3.2 The CUSTOMER shall be solely responsible for any and all fees that may be incurred by the CUSTOMER in relation to communications with the COMPANY’S computer systems.

3.3 The CUSTOMER may under no circumstances access or use the COMPANY’S computer systems for any other purpose save then for utilizing the services offered via such systems in the ordinary course of business. The CUSTOMER may not access the COMPANY’S computer systems for the purposes of redistributing or otherwise using any of the COMPANY’S content for its own business purposes unless the CUSTOMER is expressly authorised thereto by the COMPANY in writing. The CUSTOMER may not utilise the COMPANY’S computer systems in a manner that would bring the COMPANY, its business and/or any of its affiliates into disrepute.

3.4 Furthermore, the CUSTOMER may not access or utilise the COMPANY’S computer systems for unlawful purposes or use it in a manner, which infringes the COMPANY’S rights or the rights of any other person or restricts or inhibits the use of or enjoyment of our computer systems by any other person.

3.5 The CUSTOMER must comply with any and all laws, regulations and codes of conduct applicable to its use of the COMPANY’S computer systems. The CUSTOMER may not post or transfer any material to its computer systems that is unlawful or violates any third party’s rights or which is obscene, misleading, inaccurate, defamatory, illegal, in breach of any copyright or other intellectual property right, or damaging to data, software or the performance of the COMPANY’S or any other parties’ computer system. Thus, the COMPANY may delete any material the CUSTOMER has submitted to the COMPANY’S computer systems and/or suspend the CUSTOMER’S access to any part of the COMPANY’S computer systems at any time without prior notice.

3.6 Proprietary rights (including without limitation, the trade marks, copyright and patent rights) set out on the COMPANY’S our computer systems and the content thereof belong exclusively to the COMPANY, including in the compilations, collective works and derivative works created incorporating the content of the COMPANY’S users. The individual content (such as personal information) that the CUSTOMER may submit to the COMPANY’S computer systems shall remain the exclusive property of the CUSTOMER. It is however specifically recorded and agreed that the CUSTOMER has voluntarily authorised the COMPANY to process and utilise the CUSTOMER’S personal information, in accordance with the COMPANY’S privacy policy contained on the COMPANY’S website (INSERT LINK HERE).

3.7 DOWNLOADING AND USE OF DATA FROM THE COMPANY’S COMPUTER SYSTEMS IS DONE AT THE CUSTOMER’S SOLE DISCRETION. The CUSTOMER is obliged to independently verify the completeness and accuracy of information obtained from the COMPANY’S computer systems. The CUSTOMER shall be responsible for implementing suitable protection mechanisms to prevent any harm from occurring (i.e. viruses etc).

3.8 Access to the COMPANY’S computer systems and services is provided to the CUSTOMER free of charge. reliance on and use of the COMPANY’S computer systems, content and services are undertaken at the CUSTOMER’S own risk. in no event shall the COMPANY be liable to the CUSTOMER for any loss or damage of any kind whether arising out of contract, delict (including negligence), statute or otherwise arising in connection with the CUSTOMER’S reliance on or use of the COMPANY’S computer systems or the content or services provided.

3.9 The COMPANY reserve the right, without prior notice and in the COMPANY’S sole and absolute discretion, to make amendment to any part of the COMPANY’S computer systems. The COMPANY specifically reserve the right at any time, to change or discontinue without prior notice, any aspect and/or feature of the COMPANY’S services.

3.10 The CUSTOMER (in purchasing TICKETS) may be required to choose a user name and a password when registering with the COMPANY. It is the CUSTOMER’S exclusive responsibility to keep its user name and password confidential. THE CUSTOMER ACCEPT THAT YOU WILL BE PERSONALLY LIABLE FOR ALL TRANSACTIONS CONCLUDED ON YOUR ACCOUNT.

3.11 The COMPANY is committed to protecting privacy in accordance with the Protection of Personal information Act no. 4 of 2013, as amended from time to time. By providing the COMPANY with Personal Information, the CUSTOMER consents to the use of Personal information for these purposes and for the purposes outlined in our Client Information Processing Policy, including for the purpose of processing your orders and instructions. For further information regarding the processing and storage of the CUSTOMER’S personal information, the CUSTOMER is referred to the COMPANY’S Privacy Policy at (INSERT LINK HERE).

4. Purchasing terms

4.1 All ticket prices for events that occur in the Republic of South Africa are stated in South African Rand (ZAR). In the event that the CUSTOMER makes use of the COMPANY’S service from outside the Republic of South Africa the CUSTOMER is solely liable for any currency conversion costs, exchange rate fluctuations and international bank fees that may be charged by the CUSTOMER’S bank or financial services provider.

4.2 Each ticket that is purchased from the COMPANY is intended to be a revocable license to the CUSTOMER to attend the particular event to which the ticket relates to only and shall not entitle the CUSTOMER to attend any other event.

4.3 The CUSTOMER’S rights in terms of the ticket issued to it are enforceable against the COMPANY only and are governed exclusively by these TERMS only. It is the CUSTOMER’S responsibility to familiarize itself with the relevant Terms prior to submitting a booking request on the COMPANY’S website.

4.4 In order to purchase tickets from the COMPANY, the CUSTOMER will be required to complete the prescribed booking form. CUSTOMERS must be over the age of 18 to submit a booking to the COMPANY.

4.5 The CUSTOMER may submit booking requests for tickets to the COMPANY by completing the automated booking process and submitting its personal information payment information to the COMPANY in the prescribed manner. The COMPANY’S booking process shall provide the CUSTOMER with an opportunity to review the entire transaction, to correct any mistakes and to withdraw from the transaction prior to finally submitting the booking request. The CUSTOMER is to ensure that the booking details are correct prior to submitting the booking request. The COMPANY reserves the right to limit the CUSTOMER booking to a specified number of persons so as to discourage any unfair booking practices.

4.6 Once submitted, the booking request shall constitute an offer on these TERMS. Subsequent to the receipt of the booking request, the COMPANY shall send the CUSTOMER a PURCHASE CONFIRMATION confirming acceptance or rejection of the booking request, which booking request contains the relevant booking number.

4.7 A legally binding contract shall be formed between the parties when the COMPANYaccepting the CUSTOMER’S booking request and the COMPANY sending the CUSTOMER a PURCHASE CONFIRMATION. The COMPANY expressly reserve the right not to accept or process a booking request and shall notify the CUSTOMER if this is the case. In particular, the COMPANY may refuse to sell the CUSTOMER tickets to events for which the CUSTOMER maynot meet the specified qualification criteria, or if the number of persons in the booking exceeds any applicable limit specified for the relevant event.

4.8 The COMPANY shall endeavour to send each CUSTOMER a PURCHASE CONFIRMATION for every valid booking request made. The COMPANY cannot guarantee that such PURCHASE CONFIRMATION will be received by the CUSTOMER, nor that, if they are received by the CUSTOMER, shall be legible and uncorrupted. Failure to receive such PURCHASE CONFIRMATION shall not affect the validity of the agreement concluded between the parties in respect of a particular booking.

4.9 In the event that a PURCHASE CONFIRMATION is not received in the event that difficulties are experienced whilst submitting the purchase request kindly contact the COMPANY in respect thereof.

4.10 The COMPANY shall retain records of all ticket purchases made by all CUSTOMERS.

4.11 In the event that a CUSTOMER experiences any difficulties in respect of delivery or the handling of ticket purchases kindly contact (INSERT DETAILS).

5. pricing AND PAYMENT

5.1 General

5.1.1 The details of the events (including the details of the COMPANY, as well as venues and parking arrangements shall be as described on COMPANY’S website.

5.1.2 The supply of tickets by the COMPANY depends upon the availability thereof. The COMPANY may without prior notice change the price, change or discontinue the availability of TICKETS or change the description of venues, parking arrangements or events for which tickets are made available. Special promotions may be subject to certain additional terms and conditions.

5.1.3 Unless otherwise stated, all ticket prices displayed, are in South African Rand. In the event of a cancellation, exchange or replacement of TICKETS at the CUSTOMER’S request a stipulated handling fee and/or a cancelation fee may also apply.

5.1.4 All prices indicated as applying to TICKETS shall be inclusive of VAT but exclusive of any other taxes and duties, which, unless otherwise indicated, will be charged separately if applicable.

5.1.5 The CUSTOMER shall be required to provide the necessary payment account details (such as credit card details) when submitting its booking request. By submitting a booking request to the COMPANY, the CUSTOMER authorise the COMPANY to debit the designated account with the relevant amounts due for the TICKETS ordered. Such authorization shall allow the COMPANY to obtain payment at any time after confirmation of the booking. The COMPANY will not be obliged to issue any TICKETS to a CUSTOMER prior to receiving full payment of the full agreed amount payable in respect of such TICKETS. Should the COMPANY be unable to duly effect such payment for any reason a booking may be cancelled without further notice. The CUSTOMER warrants that it is duly authorised to make payments from the account designated by it.

5.2 Prices

5.2.1 A CUSTOMER may elect to pre-register itself with the COMPANY, on the COMPANY’S website, prior to placing the booking request with the COMPANY.

5.2.2 In the event that the CUSTOMER elects to pre-register in accordance with clause 5.2.1above, the purchase price for a TICKET shall be an amount of R0.00 (Zero Rand).

5.2.3 In the event that the COMPANY elects not to pre-register in accordance with clause 5.2.1above, the purchase price for a TICKET shall be an amount of R50.00 (Fifty Rand) per TICKET.

6. Resale OF TICKETS

Resale of tickets purchased from the COMPANY is strictly prohibited. Any resale of TICKETS purchased from the COMPANY (or attempt thereof) will entitle the COMPANY to cancel the purchase without prior notice.

7. Cancellations, refunds and exchanges

7.1 Cancellation information for consumers

7.1.1 Right to cancel

7.1.1.1 In the event that the CUSTOMER falls within the definition of a consumer, as defined in section 1 of the Consumer Protection Act No 68 of 2008 as amended, the consumer, in terms of section 16 of the aforementioned Act, has the right to cancel the contract without stating any reason and without penalty, within 5 (Five) business days from the conclusion of the contract, or within 5 (Five) business days from the date on which Tickets were received by using the cancellation form, or by issuing an explicit written declaration to MMSA (e.g. by letter, email message or fax) which indicates the consumer’s cancellation.

7.1.1.2 For the said deadline to be deemed observed, it will be sufficient for the cancellation form, or the said declaration, to be transmitted to MMSA within 5 (Five) business days from the conclusion of the contract, or within 5 (Five) business days from the date on which Tickets were received

7.1.1.3 Cancellation in terms of clauses 7.1.1.1 and 7.1.1.2 above shall be possible only until the point in time at which the relevant Ticket or ticket-voucher code expires, i.e. at the end of the opening hours on the final day of the relevant event.

7.1.1.4 The cancellation form, or cancellation declaration shall be sent to:

Messe München South Africa (Pty) Ltd

Johannesburg Office

1st Floor,

Kiepersol House,

Stonemill Office Park,

300 Acacia Road,

Darrenwood,

2194,

Randburg,

Phone: +27 11 476-8095

E-mail: info@mm-sa.com

7.1.1.5 IT IS SPECIFICALLY RECORDED AND AGREED BETWEEN THE PARTIES THAT THE CUSTOMER WILL HAVE NO RIGHT OF CANCELLATION FOLLOWING THE CUSTOMER’S ENTRY INTO THE RELEVANT EVENT.

7.1.2 Consequences of cancellation

7.1.2.1 In the event of the right to cancel being effectively exercised, the relevant tickets or ticket-voucher codes shall be blocked so that entry to the respective event shall not be possible.

7.1.2.2 In the event of cancellation having become effective, the COMPANY shall refund the TICKET price already paid (if any), within 14 (Fourteen) days of the cancellation.

7.1.2.3 For the consumer, the cancellation period shall commence on the date of dispatch of the cancellation form or otherwise on the date of issue of the above declaration; for the COMPANY, the cancellation period shall commence upon receipt of the said form or declaration.

7.1.2.4 The method used for refunding the TICKET price already paid shall be at the discretion of the COMPANY. No charge in respect thereof shall be incurred by the consumer.

7.2 The COMPANY may refuse admission to events, alter the program or parking arrangement for events, or even postpone or cancel events in certain circumstances. In such case, the COMPANY may offer a refund or exchange of TICKETS. No refund shall be permitted if the CUSTOMER is refused admission to the event. Should an event be cancelled or postponed, the COMPANY shall provide a notice on its web site at (INSERT) or contact the CUSTOMER to inform it of the relevant refund or exchange procedures for that event.

8. Security

8.1 The COMPANY shall endeavour to ensure that sensitive payment information (such as credit card details) provided to it are suitably protected. For such purposes the COMPANY shall implement reasonable security measures, which may include cryptographic techniques to protect such information. HOWEVER, IT DOES NOT GUARANTEE THE ABSOLUTE SECURITY OF ANY INFORMATION A CUSTOMER TRANSMITS TO IT

9. Limitation of liability

9.1 IN NO EVENT SHALL THE COMPANY including any Group Company, ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES, INCLUDING PUNITIVE DAMAGES OR ATTORNEYS’ FEES, WHETHER FORESEEABLE OR UNFORESEEABLE. BASED ON CLAIMS OF THE CUSTOMER OR ITS CLIENTS OR THE CUSTOMERS (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF BUSINESS, GOODWILL, PROFITS, LOSS OF MONEY OR USE OF TICKETS OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF ANY EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, IN DELICT OR OTHERWISE IN CONNECTION WITH OR ARISING OUT OF THESE TERMS, EXCEPT IN THE EVENT OF PERSONAL INJURY OR PROPERTY DAMAGE WHERE AND ONLY TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY.

9.2 ANY ACTION BY THE CUSTOMER FOR BREACH OF THE CONTRACT BY THE COMPANY OR ANY OTHER CAUSES OF ACTION OF THE CUSTOMER EXPRESSLY ALLOWED UNDER THE CONTRACT MUST BE COMMENCED WITHIN 1 (ONE) YEAR AFTER THE CAUSE OF ACTION HAS ACCRUED, FAILING WHICH NO CLAIM SHALL BE ACKNOWLEDGED BY THE COMPANY.

10. Indemnity

THE CUSTOMER AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE COMPANY AND THE COMPANY’S DIRECTORS, OFFICERS, EMPLOYEE’S AND AGENTS, AND THE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS OF ANY GROUP COMPANY FROM AND AGAINST ANY AND ALL CLAIMS, SUITS, LOSSES, DAMAGES, COSTS, FEES AND EXPENSES ARISING OUT OF THE DEATH OR INJURY TO PERSON OR DAMAGE TO PROPERTY RESULTING FROM THE SALE, MARKETING OR USE OF THE TICKET BY THE CUSTOMER, EXCEPT THAT SUCH CLAIMS, SUITS, LOSSES, DAMAGES, COSTS, FEES OR EXPENSES ARISE OR RESULT FROM ANY GROSSLY NEGLIGENT OR WRONGFUL ACT OR OMISSION OF THE COMPANY AND/OR Group Company.

11. Jurisdiction

11.1 The PARTIES do hereby consent that the High Court of the Republic of South Africa shall have jurisdiction to determine any action or proceedings which may arise under or in connection with these TERMS.

11.2 These TERMS, as well as the relationship between the COMPANY and the CUSTOMER are expressly governed by the Law of the Republic of South Africa.

12. SEVERABILITY

If any of the provisions of these TERMS are held to be invalid, the validity of the remainder of these TERMS shall not be affected and the rights and obligations of the Parties shall be construed and enforced as if these TERMS did not contain the invalid term and to this end the provisions of these TERMS and the application thereof are hereby declared to be severable.

13. no variation

13.1 THESE TERMS CONSTITUTE THE ENTIRE AGREEMENT BETWEEN THE PARTIES AND NO REPRESENTATION BY THE COMPANY OR THEIR AGENTS, WHETHER MADE PRIOR OR SUBSEQUENT TO THE ACCEPTANCE OF THESE TERMS, SHALL BE BINDING ON THE PARTIES UNLESS DONE IN WRITING AND SIGNED BY BOTH PARTIES HERETO.

13.2 NO VARIATION, ALTERATION OR CONSENSUAL CANCELLATION OF THESE TERMS, OR ANY OF THE TERMS THEREOF, SHALL BE OF ANY FORCE OR EFFECT, UNLESS DONE IN WRITING AND SIGNED BY THE PARTIES HERETO.

13.3 NO WAIVER OR ABANDONMENT BY EITHER PARTY OF ANY OF ITS RIGHTS IN TERMS OF THESE TERMS SHALL BE BINDING ON THAT PARTY, UNLESS SUCH WAIVER OR ABANDONMENT IS IN WRITING AND SIGNED BY THE WAIVING PARTY.

13.4 No indulgence, extension of time, relaxation or latitude, which any PARTY may show, grant or allow to another shall constitute a waiver by a PARTY of any such PARTY’S rights and such PARTY shall not hereby be prejudiced or estopped from exercising any of its rights against any PARTY which may have arisen in the past or which might arise in the future. Unless the context indicates otherwise, the rights and obligations of any PARTY arising from these TERMS shall devolve upon and bind its successors-in-title.

13.5 The Parties agree that they will do all things and sign all documents necessary to give effect to the terms of these TERMS and to all transactions deriving here from.