It covers how Label Guild treats "Personal Information" — that is, personally identifiable like your name, address, and email address.
2. Information provided by you and/or collected by Label Guild
Profile Information: Label Guild collects certain contact or personal information, such as your name, email address, phone number, or other personally identifiable information about you, when you register with Label Guild or post content on the Site. This data will be stored on your device and on our servers for a period of time.
Device data: Label Guild may collect and use technical data and information about your system, to facilitate the provision of updates, support and other services to you (if any) related to the Site. Label Guild may use this information freely, including to improve its offerings or to provide Services.
Label Guild receives and records information on its server logs from your browser, including your IP address, cookie, and the page you request in order to operate the Service.
IP Addresses: IP Addresses are automatically reported by your browser each time you view a web page. IP addresses may be used for various purposes, including:
To diagnose or service technology problems reported by our users or engineers that are associated with the IP addresses controlled by a specific web company or ISP.
To tailor advertising based on geographic area or other information derived from your IP address. Aggregate information derived from IP addresses may also be reported to advertisers.
To estimate the total number of users visiting Label Guild from specific geographical regions.
Cookies: A cookie is a small amount of data, which often includes an anonymous unique identifier, which is sent to your browser from a Site's computers and stored on your computer's hard drive.
You can configure your browser to accept all cookies, reject all cookies, or notify you when a cookie is set.
Label Guild uses its own cookies for a number of purposes, including to access your information when you "sign in", keep track of preferences you specify while you are using Services, keep track of your design file choices, store credentials you may use to enable posting to other sites, estimate and report our total audience size and traffic, conduct research to improve the Site's content and Services.
3. Information Disclosed to other Users of this Website
The Services of the Site include functionality that may allow you i) to market or advertise your services or items you wish to sell (such as clothing and other fashion related items), ii) view information about or contact others about the services or items they wish to sell, and/or iii) transact with others.
When you seek to market or advertise the services or items you wish to sell, you are consenting that information related to such services or items, as well as your identity and contact information, will be shared publicly with other users of the Site. When you seek to contact others about the services or items they wish to sell, you are consenting that information about you, such as your interests, preferences, identity and contact information, will be shared with those you are seeking to contact. When you seek to transact with others, your communication will be shared with those you are seeking to transaction with, as well as your identity and contact information.
4. Use and Disclosure of Personal Information
Label Guild shall not use your personally identifiable information to send commercial or marketing messages without your consent or except as part of a specific program or feature for which you will have the ability to opt-in or opt-out.
Label Guild shall use both your personal information and certain non-personal information (such as anonymous user usage data, cookies, IP addresses, browser type, clickstream data, etc.) to improve the quality and design of the Site and to create new features, promotions, functionality, and services by storing, tracking, and analyzing user preferences and trends.
Any personal information or content that you voluntarily disclose online (on message boards, in reviews and discussion areas, and within your public profile page, etc.) becomes publicly available and can be collected and used by others. If you post personal information online that is accessible to the public, you may receive unsolicited messages from other parties in return.
Label Guild may contract with various third parties who help us provide and maintain the Site or the Services. We will use commercially reasonable efforts to prevent such third parties from disclosing your personal information, except for the purposes of providing the services in question. We cannot, however, guarantee that such parties will not disclose your personal information and will not be liable for any unauthorized use or disclosure by any third party.
5. Editing and Deleting Account Information
You can delete your Label Guild username at any time. You can edit and change other account information at any time. We may send you certain communications relating to the Service, such as service announcements and administrative messages that are considered part of your Label Guild account.
You can delete your Label Guild account at any time from your account page; however, please note that your identification and contact information may remain in Label Guild’s records for some period.
We limit access to personal information about you to employees who we believe reasonably need to come into contact with that information to provide products or services to you or in order to do their jobs.
Your Label Guild account information is password-protected. In certain areas, Label Guild uses commercially available encryption protocols to protect data transmissions.
6. Customer Service
Some Services may offer support and technical assistance through customer service centers via telephone, online chat, or e-mail. Whenever you communicate with customer service, you do so with the understanding that an operator may view and make changes to the information in your user account in order to provide the assistance that you need.
Security of your Personal Information
Label Guild uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of your personal information. Label Guild, however, cannot ensure or warrant the security of any information you transmit through the Site, which you do so at your own risk. Once we receive your transmission of information, Label Guild makes commercially reasonable efforts to ensure the security of the systems. However, please note that this is not a guarantee that such information may not be accessed, disclosed, altered, or destroyed by breach of any of our physical, technical, or managerial safeguards.
If Label Guild learns of a security systems breach, then we may attempt to notify you electronically so that you can take appropriate protective steps.
Sale or Merger of the Business or Portions of the Business
If at some point Label Guild sells all or a portion of its assets, or merges with another entity, or if Label Guild goes out of business or enters bankruptcy, or re-organizes, the data (including user information collected) may be transferred to an affiliate or may be acquired by a third party in an asset sale or transfer. After such a transaction, the third party that becomes the custodian of the information/data purchased would have the right to continue using the information/data as set forth in this policy. You acknowledge that such transfers may occur, and that any acquirer may continue to use your information as set forth in this policy.
TERMS AND CONDITIONS
Welcome to Label Guild web site located at www.labelguild.com (“Site”). The following terms and conditions (“Terms”) govern your use of this Site. By accessing, viewing, or using the content, material, or services available on or through this Site, you indicate that you have read and understand these Terms and that you agree to them and intend to be legally bound by them. If you do not agree to these Terms, you are not granted permission to use this Site and must exit immediately.
The Services available on the Site are provided by Label Guild, a firm, organized and validly existing under the laws of India, having its principal office located at Delhi (“Label Guild”) subject to the following Terms.
In this Agreement, including the introduction, and where the context admits, capitalized terms used but not otherwise defined herein shall have the following meaning:
“Agreement” means this agreement between Label Guild and the Member as accepted by the Member before the use of the Site.
“Buyer” means any person or entity acting publicly as fashion professional buyer and/or retailer (including any online or physical retail shop or department store) validly registered on the Site and given access to the Services upon due execution of the Buyer Agreement, including without limitation for the purposes of selecting and/or pre-ordering Products on a wholesale basis [Note LL: Please confirm whether retail selling shall be permitted] from Designers on the Site with a view to selling such Products on a retail basis, in the course of his/her/its trade, business or profession.
“Buyer Agreement” shall mean the agreement to be entered into between the Buyer and Label Guild, simultaneously with the acceptance of this Agreement.
“Confidential Information” means that information which either party desires to protect against disclosure or unauthorized use and which is designated as confidential in writing, at the time of disclosure or promptly following oral disclosure, or which by its context is understood to be confidential.
“Designer” means any person or entity acting publicly as fashion professional designer, validly registered on the Site and given access to the Services upon due execution of the Designer Agreement and upon payment of the Subscription Fees, including without limitation for the purposes of promoting and/or selling Products on a wholesale basis to Buyers in the course of his/her/its trade, business and profession.
“Designer Agreement” shall mean the agreement to be entered into between the Designer and Label Guild, simultaneously with the acceptance of this Agreement.
“Information” means any information or data that Member submits to the Site (including all Materials provided by Designers) and any information or data that is generated by the Site as a result of Member’s use of and access to the Site.
“Intellectual Property” means, collectively, the patents, copyrights and moral rights, trademarks, designs, logos, tag lines, slogans, models, brands, names, trade names, graphics, icons, hyperlinks, concept ideas, improvements (whether patentable or otherwise), Confidential Information, know-how (including all documents, diagrams, information, devices, technical and scientific data and other processes and methods, all available information regarding marketing and promotion of the Services described in the Site, as well as all and any modifications or improvements to any of them), trade secrets, and any other type of intellectual property right (whether registered or unregistered including applications for and rights to obtain or use same) and similar rights of any type under the laws of any governmental authority, including without limitation, all applications and registrations relating to the foregoing, which a party owns, licenses, uses and/or holds (whether or not currently) on or in connection with the Site.
“Materials” means the content, images and materials provided by Members to Label Guild, including the right for Label Guild to exercise the copyright, trademark, publicity, and database rights (but no other rights) Member has in such content, images and materials, in any media known now or in the future, in accordance with this Agreement.
“Member” means every Designer and/or Buyer using the Site for the Services and not temporarily or indefinitely suspended from the Site; if the Member is a physical person, he/she must be over the age of eighteen (18) and able to form legally binding contracts in accordance with Indian applicable law.
“Products” means clothes and lifestyle products as selected from time to time by Label Guild (including without limitation fashion and ready-to-wear clothing articles, footwear and accessories, jewellery, and …….. [Note LL: please insert all items that shall be sold through the Site]).
“Site Updates” means refinements, solutions, modifications and corrections to the Site as are required, at the sole discretion of Label Guild, to keep the Site in substantial conformance with the applicable design and functionality specifications at the time this Agreement enters into force and that are created by Label Guild as corrections for defects in the Sites. Site Updates will not include any new versions, new releases, options or future products that Label Guild may license separately to Members from time to time.
3. AIM OF THE SITE
The aim of this Site is to provide Members with access to unique, permanent and global editorial and hosting services offered by Label Guild to facilitate the exchange between Designers and Buyers.
The Site consists of an online platform allowing Designers the benefit of wholesale exposure and Buyers to organize buying plans online at any time of the year and send pre-orders before the fashion weeks and thereafter. Label Guild does not provide this material or information, does not review it for accuracy, and makes no representations or warranties regarding it. While the Member may use the Site to facilitate transactions, including, in particular, the sale and purchase of apparel and related items, this Site and Label Guild are not parties to such transactions.
This Site allows Buyers to send online pre-orders for the purchase of selected Products offered by Designers on the Site, such online pre-orders being subject to written confirmation by the Designer concerned in accordance with the applicable terms and conditions of sale, and any other conditions negotiated with such Designer. Buyers are therefore strongly advised to check the third party terms and conditions of sale applied by the Designer or Brand concerned before sending any pre-orders to Designers on the Site.
In order to become a Member of Label Guild and consequently access and use the Services available on the Site, You must sign up as a Member by executing the Buyer Agreement or the Designer Agreement and following the relevant instructions on the Site.
Once duly registered as a Member of Label Guild, you will be provided with a personal and confidential Member ID’s granting access to and use of the Services on the Site.
As part of such registration process, you may be required to provide certain information about yourself including some types of personally identifying information such as your name and email address.
You are fully responsible for your account, including use of the account by any third party and maintaining the confidentiality of your password.
5. USE OF THE SITE
Label Guild will only knowingly provide the Services to parties that can lawfully enter into and form contracts under applicable law. Further, the Services are not intended for users under the age of 18.
5.2 Proprietary Rights
Label Guild solely and exclusively owns all Intellectual Property and other right, title and interest in and to the Services and the Site, except as expressly provided for in this Agreement.
The Site is and shall remain the sole and exclusive property of Label Guild. You shall have only the limited rights with respect to the Site as expressly granted in this Agreement, and all rights not expressly granted herein are reserved by Label Guild. You acknowledge and agree that only Label Guild shall have the right to alter, maintain, enhance or otherwise modify the Site, or its products or Services. Label Guild reserves the right to modify or to discontinue the Site and any products or Services provided by Label Guild hereunder, with or without notice to you. Label Guild shall not be liable to you in the event that Label Guild exercises its rights under this Clause.
5.3 Unauthorised Activities
Label Guild grants you a limited revocable license to access and use the Site and the Services for its intended purposes, subject to your compliance with these Terms.
You agree that you will not use the Site for (a) any illegal or unauthorized purposes that violate any laws or encourages or advocates illegal activity (including import, export and copyright laws); (b) modifying, adapting or hacking into the Site or for modifying another website so as to falsely imply that it is associated with Label Guild; (c) uploading, posting, hosting, or transmitting unsolicited email, SMSs, “spam” messages, worms or viruses or any code of a destructive nature; you shall not (and shall not permit any third party to) either (d) upload, download, post, submit any content on the Site, including without limitation any user generated content, that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; (ii) you know is false, misleading, untruthful or inaccurate; (iii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion; or (iv) includes anyone’s identification documents or sensitive financial information; (e) contacting any other user of the Site who has requested not to be contacted; (f) stalking or harassing anyone; (g) is commercial, business-related or advertises or offers to sell any products or services on the Site without Label Guild’s permission; or (h) attempting to gain unauthorized access to Label Guild’s server or engaging in any activity that interferes with the performance of, or impairs the functionality of the Site or any services provided through the Site.
You further agree not to modify, distribute, copy, exchange, disseminate, archive, reproduce, transmit, publicly display, publicly perform, broadcast, retransmit, publish by hard copy or electronic means, adapt, edit, compile or create derivative works of the Site or otherwise use the Site in any way for any purpose without prior written approval from Label Guild. You acknowledge and agree that the unauthorized use of the Site could cause irreparable harm to Label Guild and that in the event of such unauthorized use, Label Guild reserves the right to seek any legal or equitable relief available at law.
5.4 Use of Member Name and Logo for Marketing
For as long as an entity is a Member of the Site, Label Guild is granted the right to use such entity's name and logos in order to indicate that such entity is a user of the Site.
6. USER CONTENT
The Site may, from time to time, allow you to contribute content, information, text, files, graphics, artwork, photographs, personal listings, messages, reviews, notes, postings, and other materials and information for access, use, and commentary by Label Guild and other users to the Site (“User Content”). Failure to comply with these Terms may result in immediate removal of any User Content. By posting User Content, you represent that you have the full legal right to provide the User Content and that use of the User Content by the Site and all other persons and entities will not (a) infringe any intellectual property rights of any person or entity or any rights of publicity, personality, or privacy of any person or entity, including as a result of your failure to obtain consent to post personally identifying or otherwise private information about a person; (b) violate any law, statute, ordinance, or regulation or constitutes disclosure of any Confidential Information owned by any third party.
As a Member of Label Guild, you hereby expressly grant to Label Guild, a non-exclusive, perpetual, non-revocable, world-wide, sub-licensable and royalty-free right and license to (i) use, reproduce, transmit, communicate, promote, market, display and distribute the Materials in digital form of display on the Site, and (ii) link from Member’s page on the Site and display Member’s Materials among related pages on the Site to allow Members to have access to other Member’s Materials, by means of any technology or media, whether now known or hereafter to become known.
Label Guild shall have the right to prepare modifications and derivatives to your Materials for the purposes set forth in this Agreement. All Materials shall at all times remain the exclusive property of the Member.
Label Guild may refuse to post or remove User Content from the Site that violates any of the warranties provided in the preceding paragraph or for any reason. Label Guild shall not be responsible for changes, modifications, or removal of any User Content that you submit to the Site.
7. THIRD PARTY WEB SITES AND CONTENT
8. RESERVATION OF RIGHTS
Label Guild reserves the right, but does not assume the obligation, to monitor transactions and communications that occur through the Site. If Label Guild determines, in its sole and absolute discretion, that you or another Label Guild Member will breach a Term or that such transaction or communication is inappropriate, Label Guild may cancel such transaction or take any other action to restrict access to or the availability of any material that may be considered objectionable, without any liability to you or any third party.
8.2 Modification of the Service.
Label Guild may modify the Services at any time with or without notice to you, and will incur no liability for doing so.
When you submit questions, comments, suggestions, ideas, message board postings, material submitted via web forms, contest entries, communications or any other information ("Submissions"), you grant Label Guild permission to use such submissions for marketing and other promotional purposes. You agree that Label Guild will have no obligation to keep any Submissions confidential and you will not bring a claim against Label Guild based on "moral rights" or the like arising from Label Guild's use of a Submission.
10. REPRESENTATIONS AND WARRANTIES
You represent and warrant to Label Guild that:
(i) you have the full corporate right, power and authority to enter into this Agreement and perform the obligations hereunder;
(ii) the execution of this Agreement by you, and the performance of your obligations and duties hereunder, do not and will not violate any agreement to which you are bound;
(iii) this Agreement, when accepted by you, will constitute the legal, valid and binding obligation for you in accordance with the terms of this Agreement;
(iv) you will not knowingly use the rights granted to you for any unlawful purpose;
(v) you will not use any personally identifiable information provided by any Member, Label Guild or any third party in a manner which violates applicable international law, Indian law or regulations, any provision of this Agreement, or any legal right of the Member regarding the use and/or disclosure of their personally identifiable information;
(vi) you will not manipulate the price of any item or interfere in any manner with other Member’s listing;
(vii) you will not circumvent or manipulate our fee structure, the billing process, or Subscription Fees owed to Label Guild;
(viii) you will not take any action that may adversely affect any other Members or Label Guild (such as displaying, importing or exporting information off of the Site or using it for purposes unrelated to Label Guild);
(ix) you will not transfer your Member account and ID’s to another Member or any third party without our prior consent;
(xi) you have and will have all Intellectual Property rights necessary for the grant of rights herein and the performance of this Agreement, and that you know of no right held by any third party adverse to the grant of licenses set forth herein.
You will notify Label Guild promptly:
(i) of any inquiry from any foreign or domestic state or regulatory authority regarding this Agreement, or the relationship between Label Guild and you;
(ii) in the event any of the warranties and representations are no longer true; or
(iii) of any material or threatened litigation against you in connection with this Agreement or any Materials furnished hereunder.
Unless, renewed by the Parties, the term of this Agreement shall be for twelve (12) months from the date of payment of Subscription Fees by the Designer or date of registration by the Buyer after due execution of the Buyer’s Agreement/ Designer’s Agreement (“Term”).
Label Guild may suspend or terminate your use of the Site or the Services if it believes, in its sole and absolute discretion that you have breached any Term of this Agreement.
Member may terminate this Agreement at any time by providing fifteen (15) days written notice of termination to Label Guild prior to the end of the Term. In such event, Label Guild will not reimburse Member for any payments made in advance for any period beyond the termination date.
If you or Label Guild terminates your use of the Site or the Services, Label Guild may delete any User Content or other Materials relating to your use of the Services on Label Guild’s servers or otherwise in its possession and Label Guild will have no liability to you or any third party for doing so.
All content on the Site and User Content, are intended for educational and entertainment purposes only. Label Guild and its partners are not responsible for and do not guarantee the accuracy or completeness of any Material, User Content, links, advertisements or other items contained within the Site. Label Guild reserves the right to immediately remove any Material or User Content for any reason or for no reason. Label Guild cannot and does not review all communications made on or through the Site, but, although not obligated to, may, at any time, with or without notice and in its sole discretion, review, verify, make changes to or remove any User Content, Material, the Site or the products or services made available in connection with the Site, including the registration information or profile information of a Member, or information posted to any blog, messaging or ratings features which may be on the Site. You agree that you must evaluate and bear all risks associated with the use of the Material or User Content and that you may not rely on such Material or User Content.
LABEL GUILD PROVIDES THE SITE, USER CONTENT AND MATERIALS, PRODUCTS ON, IN, AND MADE AVAILABLE THROUGH THE SITE, AND THE SERVICES ON AN “AS IS,” “AS AVAILABLE” BASIS.
LABEL GUILD MAKES NO REPRESENTATIONS OR WARRANTIES, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WITH RESPECT TO THE SITE, THE USER CONTENT, THE MATERIALS, THE SERVICES, PRODUCTS, INFORMATION ON AND IN AND MADE AVAILABLE THROUGH THE SITE, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, SYSTEMS INTEGRATION, NON-INTERFERENCE, QUALITY, TITLE AND NON-INFRINGEMENT. THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, COMPLETENESS AND EFFORT WITH REGARD TO ANY AND ALL USER CONTENT, THE SITE, THE MATERIALS, AND THE SERVICES, PRODUCTS, INFORMATION AND OTHER MATERIALS ON AND IN AND MADE AVAILABLE THROUGH THE SITE, IS WITH YOU.
FURTHER, LABEL GUILD DOES NOT REPRESENT OR WARRANT THAT THE SITE OR THE SERVICES OR ITS USE: (i) WILL BE UNINTERRUPTED, (ii) WILL BE FREE OF INACCURACIES OR ERRORS, (iii) WILL MEET YOUR REQUIREMENTS, OR (iv) WILL OPERATE IN THE CONFIGURATION OR WITH THE HARDWARE OR SOFTWARE YOU USE.
13. LIMITATION OF LIABILITY
LABEL GUILD WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES RELATING TO LOST PROFITS, LOST DATA OR LOSS OF GOODWILL) ARISING OUT OF, RELATING TO OR CONNECTED WITH THE USE OF THE SERVICES, BASED ON ANY CAUSE OF ACTION, REGARDLESS OF LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
THE SOLE REMEDY OF MEMBER AND MAXIMUM LIABILITY OF LABEL GUILD, ARISING OUT OF ANY KIND OF LEGAL CLAIM (WHETHER IN CONTRACT, TORT, OR OTHERWISE) IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SITE SHALL BE A PRO RATA REFUND OF THE SUBSCRIPTION FEES PAID.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
14. INTERNET SECURITY
Label Guild uses reasonable efforts to ensure that the Site is generally available. You agree that we shall not be liable to you for any modification, suspension or discontinuance of the Site. You understand that the technical processing and transmission of any Site content 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. Please be advised that we do not guarantee that any information sent from our Site will be secure during transmission, nor can we guarantee the confidentiality of any communication or material transmitted to Label Guild via the Site or the Internet.
Label Guild reserves the right at any time to modify, alter or update these Terms and the date of the most recent version will appear on this page. Although Label Guild will post a notice of any such changes, it is your responsibility to regularly check the Site to determine if there have been any changes to these Terms and to review such changes. Your use of the Site following any changes means that you agree to follow and be bound by the terms as changed.
17. CONFIDENTIAL INFORMATION
Each party will hold in confidence any Confidential Information received from the other party and will protect it with at least the same degree of care that would be exercised with respect to the receiving party's own information of like importance, but in no event less than reasonable care, for a period of five (5) years from the termination of this Agreement.
This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns, provided that (i) no assignment of any rights or obligations shall be made by any of the Members without the written consent of Label Guild and (ii) Label Guild may assign this Agreement without requesting the consent of the Members.
All notices (except as to modifications of the terms of this Agreement made by Label Guild in the conditions set forth in this Agreement), claims, complaints, certificates, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly received if personally delivered or sent by internationally-recognized overnight courier or by electronic mail confirmed by telecopy or by registered or certified mail, return receipt requested and postage prepaid, addressed as follows:
if to Members:
to the relevant Member’s address and contact details as set forth in the Member database provided for on the Site on the date of notice;
if to Label Guild:
[Note LL: Kindly insert address, email and telephone number for communication.]
Any such notice or communication shall be deemed to have been received (a) in the case of personal delivery, on the date of such delivery, (b) in the case of international overnight courier, upon receipt of confirmation of delivery, (d) in the case of electronic mail or telecopy transmission, upon confirmation of receipt, and (e) in the case of mailing, on the fifth business day following posting.
20. GOVERNING LAW AND JURISDICTION
This Agreement shall be construed and enforced in accordance with laws of the India. Any disputes arising under or in connection with this Agreement shall be exclusively presented in and determined by the courts of the state of [please insert] (to the exclusion of others).
21.1 In the event that any term or provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that term or provision may be deleted or modified at the sole election of Label Guild, and the remainder of the terms and provisions of this Agreement will remain valid and enforceable.
21.2 The waiver or failure of Label Guild to exercise in any respect any right provided hereunder shall not be deemed a waiver of such right in the future or a waiver of any of other rights established under this Agreement.
21.3 Headings used in these Terms are for reference only and shall not affect the interpretation of this Agreement.
21.4 When used herein, the words “includes” and “including” and their syntactical variations shall be deemed followed by the words “without limitation.”