INTRODUCTION TO GENERAL TERMS & CONDITIONS

These General Terms & Conditions apply to all registered customers.

ToteDaddy Limited (the 'Company' or 'ToteDaddy') is a limited liability company registered in the British Virgin Islands, number 1418354. Our registered offices are at OMC Chambers, PO Box 3152. Road Town, Tortola, British Virgin Islands. Our operational office is at 19-G Burgundy Corporate Tower, 252 Senator Gil Puyat Avenue, Makati City, Republic of the Philippines. We provide a platform (the 'Platform') for betting transactions conducted between our customers which is accessible online (the 'Website' facility). We may offer other gambling services from time to time ('Non-Platform Gambling Services') in which case unless otherwise stated, these terms and conditions (the 'Terms and Conditions') will apply to such Non-Platform Gambling Services in the same manner as they apply to bets struck through the Platform as described below. We do not accept bets ourselves, but we provide our customers with an automated facility for the placing of bets with each other. In return for this service, we take an administrative fee from each betting event ('Event') which is deducted from funds held by customers and paid to us. This agreement (the 'Agreement') is entered into between us and the customer ('you').

The Company is licensed to operate the Platform under Philippine law. At any time the Platform may be operated under a licence held by any other subsidiary of the Company and if so the Company may assign this Agreement to such subsidiary under Clause 11.8 of this Agreement. Whilst it is intended that the Platform will operate under the Company's existing licence, the Company reserves the right to switch the operation of the Platform to another jurisdiction at any time, for example for disaster recovery purposes. In this case another company in an alternative jurisdiction will act as agent for, and provide services to ToteDaddy, to ensure that the Platform will be available to you, subject to the terms of this Agreement.

AGREEMENT (GENERAL TERMS & CONDITIONS)

EFFECT OF THIS AGREEMENT

By agreeing to these Terms and Conditions and/or by continued use of the Platform, you are bound by the entirety of this Agreement and by our 'Rules and Regulations' that are incorporated by reference into these Terms and Conditions. If there is any inconsistency between these Terms and Conditions and any document incorporated by reference, these Terms and Conditions will prevail.
If we make significant changes to these Terms and Conditions we will take appropriate steps to bring such changes to your attention (such as by placing a notice of such change on a prominent position on the Website, together with the changed terms and conditions). It is your responsibility to check these Terms and Conditions from time to time to ensure that you agree with them and your continued use of the Platform will be deemed to be your acceptance of any changes to the Terms and Conditions. Any bets placed prior to the time of amendment and notification of the changed terms and conditions will be subject to the pre-existing Terms and Conditions. Any bets placed after the time of amendment and notification of the changed terms and conditions will be subject to the changed terms and conditions.

YOUR REPRESENTATIONS

You are 18 years of age or over, of sound mind and capable of taking responsibility for your own actions.
You can enter into a legally binding agreement with us and you are the person whose details are provided in connection with your ToteDaddy registration or, in the case of legal entities, you are a duly authorised representative of the relevant legal entity. In the event that another person trades on your account you are solely responsible for all their actions whether or not their access was authorised by you and for this purpose you hereby indemnify ToteDaddy and hold ToteDaddy harmless against all costs, claims, expenses and damages howsoever arising in connection with the use of or access to your account by any third party.
You understand that by using our services you may lose money on bets placed and accept that you are fully responsible for any such loss.
You will not use our services to bet via any means where it is prohibited to do so while located in the jurisdiction in which you are located. In particular, you will not bet or attempt to bet via the Platform when you are located in the United States of America, the Republic of thePhilippines or such other restricted jurisdictions as the Company may from time to time determine. The availability of the Website does not constitute an offer or invitation by ToteDaddy to use the Platform in any jurisdiction in which such use is illegal.
You agree it is your responsibility to verify that you are permitted to bet (including to use a person-to-person betting service) in any jurisdiction in which you are located.
You are acting as a principal and not as an agent on behalf of a third party.
You are not an undischarged bankrupt or in a voluntary arrangement with your creditors.
When paying money to ToteDaddy (as defined in clause 4.1.1) you warrant that you are authorised to do so. You are making such payments in good faith and will not attempt to reverse a payment made to ToteDaddy or take any action which will cause such a payment to be reversed by a third party, in order to avoid a liability legitimately incurred.
You undertake to use our services for legitimate betting purposes only. In particular you undertake not to (i) engage in any activity which has the purpose or effect of causing damage to or in any way hindering our business operations or generating or increasing a liability on us, including without limitation any tax, levy or duty collecting authority; or (ii) bet on, or manipulate any Event in a manner which we believe has the purpose or effect of adversely affecting the integrity of the Platform or any Event.
You will not attempt to hack, make unauthorised alterations or introduce any kind of malicious code to the Website or the Company by any means. Unless given prior approval from ToteDaddy, you will not (a) reverse engineer or decompile (whether in whole or part) any software available through the Website; or (b) make copies, modify, reproduce, transmit, alter or distribute all or any part of the Website or any material or information contained on it.
You will at all times act in good faith in relation to the counterparties to your bets struck through the Platform and such counterparties will be able to enforce this duty directly against you.
You will not make offensive comments, use offensive or pornographic material or make potentially defamatory or inflammatory remarks in connection with the Events, User Profile, Comments or any other part of the Website including within your own username or other information contributed to any ToteDaddy site.
You will not attempt to use the Platform to deliberately transfer money from one ToteDaddy account to another by placing bets on an Event with another customer through collusion.
You will not disguise or interfere in any way with the IP address of the computer you are using to access the Platform or otherwise take steps to prevent us from correctly identifying the actual IP address of the computer you are using whilst accessing the Platform.
You agree it is your responsibility to account for any tax or duty imposed on you as a resulting of placing bets through the Platform.
You agree that you will not access any other ToteDaddy account to use any of our services or products from which you have self-excluded, during the period of any such self-exclusion.

PRIVACY AND INDEMNITY

Save in accordance with clause 3.3 below, you may not enquire into the identity of the party or parties betting in any Event or the party or parties who may accept any offer for a bet that you leave on ToteDaddy.
Any information you send us will be considered private, and will be used only for you to access and make use of our website, to allow you to participate in the services offered, to administer your account, to maintain our accounts and records, to monitor website usage levels and the quality of the service we provide and to inform you, from time to time, about products and services that we consider may interest you and for related purposes. Your personal information may also, for the purpose above, be transferred or shared with third parties for the processing of that personal information for the above purposes.
In order to facilitate the enforcement of your rights pursuant to clause 2.11 we may, at our sole and absolute discretion, provide you with details of the identity of the party or parties with whom your bet(s) have been matched if we are satisfied that such party or parties have acted in breach of clause 2.11 in relation to such bet(s).
For the purpose described in clause 3.3 above you explicitly consent to the release of your personal data in accordance any applicable laws.
You agree to indemnify us and hold us harmless in respect of the release of any personal (or other) data pursuant to the terms of this Agreement.
ToteDaddy’s website uses MD5 encryption technology to prevent any unauthorised access to personal data, in order to protect your rights under this agreement.

ACCOUNTS AND PAYMENTS

Opening an account

Before you are able to start betting on ToteDaddy, we will require you to first register with us. Additionally, you must have placed funds into an account administered by ToteDaddy Limited.
At our discretion we may not accept registration from persons resident in certain jurisdictions. For example, it is ToteDaddy’s policy not to accept registrations from persons resident in the United States of America or the Republic of the Philippines.
You agree to provide accurate registration information, including without limitation your correct date of birth. You agree to inform us of any changes in such details.
You authorise us, at any time, to use any means that we consider necessary to verify your identity and creditworthiness with any third party providers of information.
Registration will be conducted using secure server encryption.
You will inform us as soon as you become aware of any errors with respect to your account or any calculations with respect to any bet you have placed. We reserve the right to declare null and void any bets which are the subject of such an error.

Passwords

On registration via the Website, you will be required to choose a password for use of the Website.
You agree to keep your username and password strictly confidential and you are responsible for any misuse of your password. Provided that we have been correctly supplied with the account information requested, we are entitled to assume that orders and payments are made by you. You should change your password on a regular basis and never disclose it to any third party. Passwords should contain a mixture of upper and lower case letters and numbers and/or symbols. Passwords are case sensitive and we recommend the use of passwords that combine a combination of non obvious letters and numbers in different cases. This will help to prevent the risk of unauthorised use of your account. You undertake to protect your username and password in the same way as you would in respect of your bank cards and any failure to do so shall be at your sole risk and expense.
You agree to inform us at once by electronic mail if you believe that your account information is being misused by a third party so that we may suspend your account.
We strongly recommend that you disable any automatic password memory in your browser prior to use and that you run appropriate anti-spyware, firewall and virus protection on your computer on a regular basis.

USE OF TOTEDADDY’S SERVICES

The Platform carries betting pools that remain available for entry by you at any time. These can be viewed on the Website. However, you are responsible for understanding the contents and operation of our Platform. We reserve the right to change the format of the services we offer in order to enhance such services and we reserve the right to record ALL telephone calls to ToteDaddy and to monitor all information relating to betting on customers accounts for which purposes you consent.
You should be aware that some customers may make use of programs (‘bots’) designed to automatically place bets within certain parameters set by them. These bots may be active in all Events at any time and you should not assume that you can place bets on quiet Events that will not be automatically matched simply because the Event otherwise appears quiet. Additionally bot users should be aware that bots might be prone to exploitation by other customers. ToteDaddy reserves the right to restrict you from using bots generally or any specific bot if we believe that you have used a bot (i) to the detriment of our business; or (ii) to place bets on, or manipulate, any ToteDaddy Event which has the purpose or effect of adversely affecting the integrity of the Platform or any ToteDaddy Event.
We may determine, at our discretion, when the Platform is open for the placing of bets. You should be aware that Events are settled only upon submission of Event results by the creator of the Event (‘Bookies’), and as such we give no assurances as to the timeframe in which Events will be settled.
We may determine, at our discretion, to take steps to block you from placing bets via the Platform if you are located in certain jurisdictions. For example, it is ToteDaddy's policy not to allow bets from people located in the United States of America or the Republic of the Philippines.

BETTING EVENTS

You agree to appoint the Company as your agent: (i) for the communication of your Event; and (ii) for receipt of communications of customers placing bets on your Event.
An Event is open for acceptance by our other customers, either as individuals or as combinations of individuals using our Platform, for so long as those customers comply with these Terms and Conditions.
You do not bet with the Company, but only with other customers who use our service. Your bet will be at the Odds or Price at the time the Event is closed, which may be higher or lower than at the time your bet is placed, depending on the bets of other customers into the pool.
Any Open Event on ToteDaddy remains open for entry by any of our customers.
Your Event may be posted on ToteDaddy in isolation or in combination with other Events in the same category. We will not identify you to our other customers as a mere participant in an Event (‘Punter’), unless required to do so by law or otherwise in accordance with the provisions of our Privacy Policy or clause 3.3 above. As a Bookie of an Event, you will be identified as such to other users by username only.
Your Events will only be valid and open for entry by Punters if it is made in accordance with our Terms and Conditions. We reserve the right to refuse to post your Event on our Platform without giving prior notice.
If we allow you to create an Event and subsequently suspect that you are or were, at the time of making the offer, in breach of this Agreement, we may, at our absolute discretion, withdraw your offer from our Platform, void any bets outstanding to your account and terminate your account.
You are entirely responsible for the information that you provide us concerning the Event that you wish to create. We will not enquire into the reasonableness of any Event that you may create. We will not be liable for incorrect entries made by you on the Website, including data input errors with respect to the Betting Selections, Event Closing Time or Results Posted By Time.
Once you have confirmed that you wish to create an Event, you agree to leave that Event open for entry by Punters, subject to termination of the Event by us.
Once your Event has been created, you will not be able to change the terms of your Event.
In the interests of maintaining integrity and fairness in the Events we may, at our sole and absolute discretion, decide to suspend betting on a Event earlier than anticipated by the Event Closing Time and/or void certain bets or a Event in its entirety.

PLACING OF BETS

You may use the Website to bet in Events that are available for entry on our Platform. You can obtain details of what Events are available by visiting the relevant Event on the Website.
When you bet in a as posted on the Platform, you are not betting with the Company but with other customers who use ToteDaddy.
Once you have placed a bet, you will not be allowed to change the terms of that bet or cancel or withdraw from that bet. Entry into a pool, once received by us, concludes the bet.
Your bet will be at the Odds or Price at the time the Event is closed, which may be higher or lower than at the time your bet is placed, depending on the bets of other customers into the pool.
We will display all your bets on the 'View Your Bets' page inside your member account.
You may only place bets using our Platform in accordance with the 'Rules and Regulations'. We will not recognise any purported acceptance made by means other than online, by completing the Bet Now fields and with confirmation using correct username and password.

CANCELLATION OF BETS

Once a bet has been made on an Event, you may not cancel that bet.
Once an Event has been created, you may not cancel or suspend that Event.
ToteDaddy reserves the right to cancel or suspend any bets or Events at any time, as it deems fit.

TERMS APPLICABLE TO ALL BETS

Cancellation, Termination, Suspension and breach

Without restricting our ability to rely on other remedies that may be available to us, we may restrict your access to the Platform, suspend or terminate your account or cancel any bets or Events in our absolute discretion without cause at any time, including (without limitation) if: (i) we suspect that you are engaging in illegal or fraudulent activity while using our Platform; (ii) we suspect you are breaching any term of this Agreement; (iii) we suspect you are acting in a manner that is detrimental to the conduct of our business or which may result in legal liability for you, for the Company or for third parties; or (iv) we suspect that you may be having difficulties obtaining credit. In addition, if formally requested by the Police, gambling regulators, Insolvency Service or taxation authorities (whether based in the Philippines or elsewhere) or in the event that you fail to provide us with sufficient information to identify yourself in accordance with our own internal procedures or those imposed on us by regulatory authorities (whether based in the Philippines or elsewhere) we may suspend your account and all functionality relating to the use of your accounts (e.g. bet management and cash withdrawal) and withhold from you any funds in your account pending determination of any criminal or other legal proceedings or investigation to which such a request may relate or until you provide the necessary 'know your client' or 'age verification' information.
Irrespective of whether we suspend or terminate an account and notwithstanding any other provisions in these Terms and Conditions, we may decide to cancel and void any bets or Events if required by law or at our absolute discretion where (i) there is a technological failure; or (ii) we suspect that you or another customer with whom you have bet have (or may have) breached any term of this Agreement; or (iii) we have the right to do so as set out in our Rules and Regulations. In relation to any cancelled or void bets, we reserve the right to take any money from your account relating to these bets or, if there are insufficient funds in your account, demand that you pay us the relevant outstanding amount relating to these bets.
You may suspend or terminate your account at any time upon notice to ToteDaddy.
On termination or suspension of your account, in most cases we will return any funds in your account to you. However, we reserve the right to withhold the funds in your account from you pending the determination of any investigation (including any relevant external investigation): (i) where we suspect you have acted in breach of any term in this Agreement, including (but not limited to) where we suspect the account has been linked with fraudulent or dishonest activity; or (ii) where we have to withhold the funds in your account by law or to comply with any advice, request or instruction from any governmental, regulatory or enforcement authority (whether based in the Philippines or elsewhere). Following the determination of any such investigation we reserve the right to seize the funds in your account should we be satisfied that you have acted in breach of this Agreement. We will deal with any funds seized in this manner at our sole and absolute discretion.
For the avoidance of doubt at no point during any such period when we have witheld your funds will interest accrue to you on such funds.

Applicable thresholds

You may not place any bets which exceed the funds in your Available Balance. Your maximum exposure to risk is limited by the funds in your Available Balance.
In the event that we inadvertently process a bet in an amount outside the applicable thresholds, ToteDaddy reserves the right to void any such bets.

Nature of bets

You accept that you consider yourself to be adequately informed of the details of your bet by the details given on the Event Page.
You accept that any amounts lost by you under any bet shall not under any circumstances be recoverable from the Company.

Bet Settlement

You acknowledge that it is the sole responsibility of the Bookie to Post Results for an Event. ToteDaddy will not be liable for incorrect Event Results submitted by the Bookie.
We reserve the right to reverse or amend settlement in the event of an Event being settled incorrectly. This may lead to amendments being made to your balance to reflect changes in Event settlement and if there are insufficient funds in your account we may demand that you put funds into your account to address the outstanding balance.

COMMUNICATIONS AND NOTICES

Communications and notices to be given under this Agreement (other than those exchanges of information occurring in the normal operation of the site) should be sent to us in the manner prescribed in the 'Contact us' pages (accessible on the Website).

THE COMPANY

Commission and payment structure

We provide you with a platform which enables you to place bets, in consideration of which we will be paid an administrative fee. The administrative fee is 5 per cent of the total amount bet on an Event. The amount of commission charged on an Event will be stated in the Rules for the Event and ToteDaddy reserves the right to amend this from time to time.
In addition, the Bookie may choose to retain a Bookie Fee of between 0 to 95 per cent of the total amount bet on that Bookie’s Event. The percentage of the pool paid to winners will be clearly displayed on the Event Page, and cannot be amended once set.

Indemnity

You agree to indemnify and hold us and our associated companies, affiliates, officers, directors, agents and employees harmless from any liabilities, claims, losses or demands made by any third party arising out of your breach of this Agreement including documents incorporated by reference into this Agreement or out of your violation of any law or the rights of any third party.
You acknowledge that the Company and its subsidiaries and agents will hold information with respect to your identity, including but not limited to your name, address and payment details. You agree that we rely on this information in entering into this Agreement with you and you agree to hold us harmless against any falsehood or inaccuracy contained in the information you provide us.

Matters beyond our reasonable control

We are not liable for any loss or damage that you may suffer because of any: act of God; power cut; trade or labour dispute, act, failure or omission of any government or authority; obstruction or failure of telecommunication services; or any other delay or failure caused by a third party. In such an event, we reserve the right to cancel or suspend our services without incurring any liability.
We are not liable for the failure of any equipment or software howsoever caused, wherever located or administered, or whether under our direct control or not, that may prevent the operation of our betting services, impede the placing of bets, impede the posting of Event Results, or prevent you from being able to contact us. In particular you should be aware that if you place a bet with the intention of subsequently placing a separate bet to reduce the liability incurred by the initial bet, there can never be a guarantee that the Platform will be available at the point you wish to place the subsequent bet.
We are not liable for the acceptance or settlement of any bets or Events where we do not receive communication of that bet or Event or, for any reason, we fail to process any betting instruction in good time.
We will not be liable for any failure to perform by a third party to our Agreement.

Limitation of liability

We exclude all representations and warranties as to the Platform's satisfactory quality and/or fitness for its intended purpose.
We will not be liable to you for any loss that you may incur as a result of misuse of your password, and we accept no liability resulting from its unauthorised use, whether fraudulent or otherwise.
In no event will we, or any of our suppliers, accept any liability however arising for any losses you may incur as a result of placing bets or otherwise by your use of the Platform or our services. Under no circumstances will our liability under these Terms and Conditions or for breach of contract, tort, equity or otherwise exceed your maximum permitted exposure as set out in Clause 9.2.1. Under no circumstances will we be liable for any indirect, special or consequential damages, loss of profits (direct or indirect) or the benefit of any bet arising from breach of contract, negligence, equitable duty (including for the avoidance of doubt in relation to any bet(s) or Event(s) voided by us) or other liability even if we had been advised of or known (or should have known) of the possibility of such damages or loss.
Nothing in these Terms and Conditions excludes our liability with respect to death and personal injury resulting from our negligence, or that of our employees, agents or subcontractors.

Gambling by those under age

If we are notified that you are under 18 or were under 18 when you placed any bets through the Platform ('under age'): (i) we will immediately prevent you placing any further bets or making any withdrawals from or use of your account; (ii) we will investigate the claim that you are or were under age, including whether in fact you have been betting as an agent for or at the behest or on behalf of another person; (iii) if having found that you are or were under age, we will retain all winnings which have accrued and remain in your account or which are otherwise due to be credited to your account; (iv) you must pay to ToteDaddy all winnings gained from betting through the Platform whilst under age on demand. Should you not comply with this duty we will seek to recover from you or to set off against any stakes placed by you any winnings paid to you as a result of bets placed though the Platform together with the costs of such recovery. Any sums recovered will belong to ToteDaddy.

Right of set off

We may at any time, without notice to you, set off any liability owed to us or to our customers by you, including (without limitation) in relation to any ToteDaddy account in your name or which we believe to be under your control; against any funds held in another ToteDaddy account in your name or which we believe to be under your control.

Intellectual property

ToteDaddy and the ToteDaddy logo are trade marks of ToteDaddy Limited and ToteDaddy Limited is the sole owner of the same. Any unauthorised use of the ToteDaddy trade marks may result in prosecution.
www.ToteDaddy.com is the uniform resource locator ('URL') of our Company and no unauthorised use may be made of this URL (or any other URL owned by us) on another website or digital platform without our prior written consent.
You agree to assign to ToteDaddy any intellectual property rights (including copyright) in any Events created by you on the Platform. ToteDaddy owns all rights in any price data and related content on the Platform. Your registration and use of our Platform confers no rights whatsoever to the content and related intellectual property rights contained in our Platform. You agree not to monitor, use or copy our web pages or any content on the Platform, including without limitation any price data. Any unauthorised use or reproduction may be prosecuted.
Any data licensed to ToteDaddy from third parties is provided for use on the Website only and may not be used for any commercial purposes without the consent of such third parties.
You acknowledge that you are solely responsible for any content you upload to the Website, including on Event Pages and User Profile. You hereby confirm that you have the right to use any images uploaded by yourself to the Website. ToteDaddy shall not be liable in whole or in part for any breach of the intellectual property rights of any third parties resulting from the uploading of content by yourself to the Website

Assignment

You may not assign any part of this Agreement without ToteDaddy's written consent but ToteDaddy may assign this Agreement to its subsidiaries or agents without notice to you.

Information Services

From time to time ToteDaddy may provide you with access to various information and content (e.g. form data, results, video streaming) via the Website (including micro-sites and as part of any runner data and/or results service), emails or any other means of communication. Further ToteDaddy may provide you with links to third party websites which may include information.
The information referred to in 11.9.1 is supplied "as is" and for guidance only. Use of such information is entirely at your own risk. To the fullest extent permitted by law, ToteDaddy makes no representations or warranties of any kind, including but not limited to, the accuracy, quality or completeness of the information.
ToteDaddy shall not be liable for any action taken by you as a result of your relying on any information referred to in 11.9.1 or for any loss or damage suffered by you as a result of you using such information or any third party website linked to from ToteDaddy.
Any links from the Website to third party websites do not constitute an endorsement by ToteDaddy of any products or services available on such websites. You use such websites at your own risk and ToteDaddy takes no responsibility for the content on, or use of, such websites.

Bookies/Punters Comments

We shall not be liable to you for any defamatory postings made by you or in relation to you. You agree to indemnify ToteDaddy against loss suffered by ToteDaddy or any ToteDaddy subsidiary company as a result of any Bookie/Punters Comments posting made by you.
We shall not be liable to any third party for any Bookies/Punters Comments posted by you. You acknowledge that you are solely responsible for any Bookies/Punters Comments you post on ToteDaddy.
ToteDaddy reserves the right to remove or edit any Bookies/Punters Comments posted by you at its sole discretion.
ToteDaddy grants the right to the Event Bookie to remove or edit any Punters Comments posted by you, at his or her sole discretion.

Platform Access

These Terms and Conditions apply to you, through whatever means you access the Platform.

SEVERABILITY

In the event that any provision of these Terms and Conditions is deemed by any competent authority to be unenforceable or invalid, the relevant provision shall be modified to allow it to be enforced in line with the intention of the original text to the fullest extent permitted by applicable law. The validity and enforceability of the remaining provisions of these Terms and Conditions shall not be affected.

DISPUTE RESOLUTION

In the event of a dispute arising between us and you, our customer service staff will attempt to reach an agreed resolution.
Should our customer service staff not be able to reach an agreement with you, our senior management and/or Board of Directors may intervene to resolve any outstanding grievance.
You agree to follow any grievance/dispute policy ToteDaddy may put in place from time to time. You should exhaust this process before taking any grievance/dispute to any relevant betting industry regulator or independent betting dispute resolution body that is recognised by ToteDaddy under its betting grievance/dispute policy from time to time.

GENERAL

This Agreement is governed by the laws of the British Virgin Islands.
The courts of the British Virgin Islands have exclusive jurisdiction in relation to all disputes under this Agreement.
This Agreement and the terms expressly incorporated into it constitute the entire and only agreement between the parties with regards to its subject matter and each party confirms that it has not been induced to enter into this Agreement in reliance upon, nor has it been given, any warranty (including in particular any warranty as to merchantability, fitness for purpose or uninterrupted functionality), representation, statement, assurance, covenant, agreement, undertaking, indemnity or commitment of any nature whatsoever other than as are expressly set out in this Agreement and, to the extent that it has been, it unconditionally and irrevocably waives any claims, rights or remedies which it might otherwise have had in relation thereto.
No failure or delay by a party to exercise any of its rights under this Agreement shall operate as a waiver thereof and no single or partial exercise of any such right shall prevent any other or further exercise of that or any other right.