Terms and Conditions of Service
These Indirect Air Operator terms and conditions («Agreement») between Filou Europe SL, located at Paseo Santa María de la Cabeza 75 4B, 28045 Madrid («NextNorth») and you («Client») establishes the terms and conditions in which that NextNorth sells (i) individual seats (each, a «Seat») or (ii) all seats (a «Charter») in various helicopters between the locations described on the website nextnorth.io (each, Seat and Charter may be referred to individually or collectively as a «Flight») as well as booking the first and last kilometers of road transportation (provided by third party providers).
NextNorth IS NOT A DIRECT AIR OPERATOR AND ALL FLIGHTS ARE OPERATED BY DIRECT AIR OPERATORS LICENSED BY THE AESA/MINISTRY OF DEVELOPMENT («OPERATORS»). NextNorth IS AN AIR BROKER THAT CONTRACTS FLIGHTS WITH OPERATORS. FOR CHARTERS, NextNorth ACTS AS THE CLIENT’S AGENT. YOU ACKNOWLEDGE THAT YOUR ABILITY TO OBTAIN TRANSPORTATION SERVICES THROUGH THE USE OF THE NextNorth SERVICES DOES NOT ESTABLISH NextNorth AS A TRANSPORTATION SERVICES PROVIDER, DIRECT AIR CARRIER, OR TRANSPORTATION COMMERCIAL.
By using NextNorth ‘s services or accepting transportation, you confirm your agreement to be bound by these Terms. Guest passengers of an eligible passenger are subject to these Terms. If you or your guests do not agree to these Terms, you may not use the NextNorth Services. Passengers are also expected to comply with the NextNorth User Guidelines at all times while using the NextNorth Services. Failure to comply with the Terms may result in loss of eligibility for NextNorth .
1. Make a reservation
a. Pre-existing flights. The Website displays available seats on Pre-Existing Flights (each, a «Pre-Existing Flight»). Customer requests for seats on a pre-existing flight can be made at any time the website is operational.
b. Custom flights. If a seat on a pre-existing flight at the time and destination desired is not available, the customer may request the creation of a custom flight («custom flight»). A personalized flight can be booked by paying for the entire flight («Private Flight»), or by paying for a minimum of three seats, leaving the rest of the seats available to NextNorth («Shared Flight»). In the latter case, the customer agrees that NextNorth may market and sell Shared Flight Seats that have become available to other users of NextNorth’s services (a «Joint Flight» in which the customer has purchased the «Initial Seats»). For each Seat that NextNorth sells on the personalized Flight, the Customer receives “NextNorth Credits” in a predetermined amount to be used on future flights. NextNorth Credits will remain in the Client’s Account and will expire twelve (12) months from the date they are received. Customer will not receive NextNorth Credits for seats that cannot be sold due to helicopter weight limitations.
C. FLIGHT CONFIRMATION. FLIGHTS ARE NOT CONFIRMED UNTIL FULL PAYMENT IS RECEIVED AND CUSTOMER RECEIVED A CONFIRMATION EMAIL FROM NextNorth (“Confirmation”).
2. Fees and Payments
a. Rates. Passengers will be shown a price in advance before confirming the trip in the app. The price will include the amount paid by you to NextNorth (the «Fee»), as well as the amount paid by you to Third Party Providers for ground transportation, if applicable. The price of each seat will be displayed in the app. The amount owed will be paid once the trip is over. The price you agreed to when booking represents the total cost of the trip, including estimated fees and taxes, and city-imposed fees.
b. Additional costs. Flight fees do not include unexpected or incidental costs, for which Customer may be responsible, including but not limited to (i) after-hours operations, (ii) extraordinary FBO fees, (iii) catering requests, (iv) unscheduled ground transportation requests, (v) unscheduled deviations on ground transportation legs, including change of destination or other unforeseen changes, and (vi) excess baggage. Customer is responsible for all costs, including excessive cleaning, associated with any damage, staining or extraordinary wear and tear caused by, or attributed to Customer or Customer’s passengers on any Flight («Damage Charge»). All Damage Fees will be charged to the default payment method listed on Customer’s account.
As between you and NextNorth , NextNorth reserves the right to establish, remove and/or revise the Charges for any or all services or goods obtained through the use of the NextNorth Services at any time in its sole discretion. NextNorth will use reasonable efforts to inform you of Charges that may apply, provided that you are responsible for Charges incurred on your Account, regardless of your knowledge of such Charges or their amounts. Upon request, NextNorth will provide a complete accounting of the cost of air transportation paid by you as part of the NextNorth Service.
c. Payments. NextNorth currently uses third parties to process payments. NextNorth ‘s third-party payment processors accept payments via various credit cards, as detailed on the applicable checkout screen. All monetary transactions in the application are made in euros.
3. Passengers who are delayed
Passengers must arrive prior to scheduled departure time for all flights. Although most flights will depart as scheduled, occasionally flights may depart up to 5 minutes prior to scheduled departure time due to weather, temporary flight restrictions, airport or air traffic tower congestion, requirements or restrictions associated with the pilot or other critical circumstances. Flights will not wait for passengers who arrive late, and passengers who miss their flights may be reassigned to a later flight or transferred to alternate transportation to their scheduled destination.
4. Flight Delay Policy
Occasionally, your flight may be delayed or canceled due to weather, helicopter mechanical problems, airport or heliport congestion, government flight restrictions, or other unforeseen circumstances.
1. If your flight is canceled or delayed, NextNorth will notify you via text message, email, phone or push notification on your phone. NextNorth will endeavor to provide notice of delays or cancellations as far in advance as possible. However, weather conditions change rapidly and there may be circumstances where flights are canceled or delayed for weather or mechanical reasons until departure time.
2. If your flight of more than 80 km is delayed for more than an hour and a half, the customer can change the flight without any additional charge, or cancel the flight and receive a refund in the form of NextNorth credits. In no case are passengers entitled to receive a refund or make a free change for Flights delayed less than two hours.
3. To minimize the impact of cancellations and delays due to reasons beyond NextNorth ‘s control, NextNorth may reassign you to a different flight than the one you originally booked, which may include a change of aircraft model. NextNorth will notify the Customer of the change and if for any reason he refuses to accept the alternative flight, or if NextNorth has to move the Flight to an earlier time than the scheduled time due to reasons beyond NextNorth ‘s control, NextNorth will not charge him for his trip.
5. Baggage Policy
One (1) piece of luggage (12 Kg maximum) and one (1) personal item are allowed. Your baggage will be inspected for size and weight at check-in. Additional baggage or baggage that does not comply with the terms set forth in this section may be refused or may result in changes to the flight schedule in consideration of the weight and balance of the aircraft.
Approved personal items include a purse, briefcase, camera bag, laptop bag, or similar sized bag. The personal item must fit in your lap or next to your feet without obstructing any other passenger or their ability to fasten their seat belt.
Approved baggage items must not exceed 157 centimeters (62 inches) in total length, height and width combined, and must not weigh more than 22 kg (50 pounds). Luggage will be stored in the hold of the aircraft. Passengers will not be allowed to load or unload baggage from the hold.
Oversized items are prohibited due to size or weight limitations, including but not limited to: golf clubs, surfboards, fishing rods, winter recreation equipment (skis, snowboards), bicycles, and wheelchairs. motorized wheels, except in the case of private charter flight reservation and with prior notice at the time of booking.
Baggage may not be left unattended or out of the owner’s direct control, except when it is passed to a designated baggage handler. Any baggage that cannot be identified or linked to a ticketed passenger or represents a security hazard will not be carried on the aircraft. Although NextNorth will assist you in attempting to recover items or luggage left behind, NextNorth is not responsible for items lost or
6. Prohibited Items
Please note that the following items may not be carried on board the aircraft: firearms, weapons, lithium batteries (including «smart bags» with non-removable lithium batteries), explosives, aerosol cans, flammables, oxidizers, toxins, radioactive materials, corrosives, electronic cigarettes, hazardous materials and any item included in the AESA List of prohibited items. Smoking in any form is prohibited while on board the aircraft.
Pets are allowed on flights at no additional charge. All pets in the cabin must be carried in a carrier that fits comfortably at the passenger’s feet or on the passenger’s lap for the duration of the flight and weigh less than 20 pounds (9 kilograms), including the carrier. The pet must remain in the carrier for the duration of the flight, while at the heliport/airfield and on the flight line. Any animal that appears aggressive, sick, distressed or poses a danger to the crew and the comfort of other passengers may be denied access. Passengers are responsible for complying with applicable laws and/or government regulations of their destinations, including providing valid health certificates and rabies vaccination where required. All pet rules are subject to change.
8. Passenger Seating
Passengers will be assigned specific seats taking into account the weight and balance of the aircraft. Passengers must sit in their assigned seats, unless directed otherwise by the pilot.
For the safety and comfort of all passengers, no passenger may encroach on another passenger’s seat. It is recommended that if a passenger’s size could encroach on any part of the adjacent seat, that passenger consider purchasing an additional seat to help ensure additional space is available. Following the instructions of the pilot in command, NextNorth reserves the right to ask said passenger to leave the helicopter.
9. Refusal of Carriage
NextNorth and Operators operating NextNorth flights may, at their discretion, refuse to board a passenger on a Flight, or may remove a passenger from the helicopter for any of the following reasons, including, but not limited to:
1. Refusing or failing to comply with check-in procedures, such as presenting a valid government-issued photo ID that matches the name on the Uber account;
2. Failure to comply with this Agreement or any instructions from NextNorth personnel, ground personnel or the operator, including pilots («Personnel»);
3. Engaging in conduct that, in the judgment of staff, is abusive, unruly, disruptive, violent, threatening, or otherwise presents a challenge to the safety, health, or comfort of staff or other passengers;
4. Passenger’s appearance of being intoxicated or under the influence of alcoholic drugs;
5. The appearance that a passenger is involved in illegal activity; either
6. Positive match with a name on the «do not fly» list, even if this match is an error;
7. Unauthorized photographs on flights;
8. Any other reason that, in the opinion of the staff, presents a challenge to the safety, health or comfort of the staff or other passengers.
Neither NextNorth nor the Operator will be responsible for the cost of said passenger’s ticket or any other associated costs that said passenger may have incurred due to the expulsion from the Flight. Refunds for flights canceled under this section will be determined on a case-by-case basis. If a refund is granted, such refund shall be Customer’s sole remedy against NextNorth.
10. Third parties
NextNorth has contracted with third parties to provide various services, including Airline Operators, Heliport Operators, Security Contractors and Inspection Contractors. By accepting these Terms, you also agree to the terms and conditions of each third party.
11. Security Service
By participating in the NextNorth service, you agree to follow all security instructions provided by NextNorth , the Operators, third party security contractors and inspection services at all times, including in the event of an emergency or evacuation. In addition, you and your items may be searched or subject to other screening measures before or at any time during or after the flight to help maintain the safety of staff and other passengers. You are prohibited from taking or attempting to take any action that may jeopardize the safety of NextNorth ‘s services or any passenger or staff. NextNorth , in its sole discretion, may immediately suspend or terminate your access to the NextNorth Services and/or your NextNorth account if you take or attempt to take any action that may jeopardize the security of any Flight or the NextNorth Services. Additional criminal and/or civil penalties may also be imposed on you. NextNorth reviews all reports submitted to the customer service team and may conduct its own investigation, including if a criminal violation is suspected, and/or may refer such suspected violation to the appropriate law enforcement agencies. Cooperation with a law enforcement investigation may, subject to applicable laws, result in the disclosure of any or all of your activities on or related to your use of the Web Application..
12. Modification or Termination
Modifications. NextNorth may immediately modify or terminate all or part of the NextNorth Service, including these Terms, in its sole discretion, at any time and for any reason. If you do not agree to the modified Terms, you must request to terminate your agreement to the Terms as set forth below within thirty (30) days from the date of the modified Terms.
Termination. NextNorth may revoke or terminate your admission to participate in the NextNorth Services if you fail to comply with any provision of the Terms. You may terminate your agreement to the Terms by requesting in writing to be removed from the NextNorth program. This written notice must be provided by certified mail to the address Paseo Santa María de la Cabeza 75-4B, 28045 Madrid. Upon any termination, you must stop using the NextNorth Services immediately.
13. Limited Liability
NextNorth DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A DIRECT AIR CARRIER (OPERATOR). NextNorth OFFERS INFORMATION AND A METHOD TO OBTAIN THIRD-PARTY TRANSPORTATION SERVICES, BUT DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION/CARRIER SERVICES OR ACT IN ANY WAY AS A CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES PROVIDED TO NextNorth . USER BY SUCH THIRD PARTIES. NextNorth MAY INTRODUCE USER TO THIRD-PARTY TRANSPORTATION PROVIDERS TO PROVIDE TRANSPORTATION TO USER, BUT NextNorth IS NOT RESPONSIBLE FOR THE SUITABILITY, LEGALITY OR ABILITY OF ANY THIRD-PARTY TRANSPORTATION PROVIDER AND USER EXPRESSLY WAIVES AND RELEASE NextNorth FROM ANY LIABILITY, DAMAGES, OR DERIVED FROM OR IN ANY WAY RELATED TO THE THIRD PARTY TRANSPORTATION PROVIDER. USER ACKNOWLEDGES THAT NextNorth DOES NOT MONITOR ANY THIRD-PARTY TRANSPORTATION PROVIDER’S CONTINUED COMPLIANCE WITH ANY AND ALL LICENSE AND/OR PERMIT RULES AND REGULATIONS, AND NextNorth SHALL NOT BE LIABLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES RELATING TO YOUR FAILURE TO COMPLY WITH ANY THIRD PARTY TRANSPORTATION PROVIDER TO MAINTAIN A CURRENT LICENSE AND/OR PERMIT. THE RESPONSIBILITY FOR THE DECISIONS THAT THE USER MAKES WITH RESPECT TO THE NextNorth SERVICES IS SOLELY WITH THE USER. NextNorth WILL NOT EVALUATE THE SUITABILITY, LEGALITY OR ABILITY OF SUCH THIRD PARTIES AND USER EXPRESSLY DISCLAIMS AND RELEASE NextNorth FROM ANY LIABILITY, CLAIMS, CAUSES OF ACTION OR DAMAGES ARISING OUT OF USER’S USE OF THE SERVICE OR IN ANY WAY CONNECTED WITH THE SERVICE TO THE THIRD PARTIES INTRODUCED TO THE USER BY THE SERVICE. IN NO EVENT SHALL NextNorth , ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL AND/OR INCIDENTAL, ARISING OUT OF OR RELATED TO THE CONDUCT OF THE USER OR ANY PERSON IN CONNECTION WITH THE USE FROM THE SERVICES, INCLUDING WITHOUT LIMITATION, DEATH, BODILY INJURY, EMOTIONAL DISCOMFORT AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THESE SERVICES, PEOPLE THE USER MEETS THROUGH THE SERVICES, OR USER’S FLIGHTS THROUGH THE SERVICES.
ANY DISPUTE USER HAS WITH ANY OPERATOR, CARRIER, SERVICE PROVIDER, OR OTHER THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY OTHER USER OF THE SERVICE, IS DIRECTLY BETWEEN USER AND SUCH THIRD PARTY AND USER IRREVOCABLY RELEASE NextNorth AND ITS MEMBERS, AGENTS, SUBSIDIARIES, JOINT VENTURES AND EMPLOYEES) FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES. NextNorth WILL NOT BE A PARTY TO THE DISPUTES OR CONTROVERSY NEGOTIATIONS BETWEEN THE USER AND ANY THIRD PARTY. THE QUALITY OF FLIGHTS SCHEDULED THROUGH THE SERVICES IS THE SOLE RESPONSIBILITY OF THE THIRD PARTY PROVIDER PROVIDING SUCH FLIGHTS. USER UNDERSTAND THAT BY USING THE SERVICES, USER MAY BE EXPOSED TO POTENTIALLY DANGEROUS, HARMFUL OR OTHERWISE UNSAFE TRANSPORTATION AND THAT USER USE OF THE SERVICE AT USER IS AT USER’S OWN RISK.
NextNorth DOES NOT PROVIDE OR HAVE ANY RESPONSIBILITY FOR AIR CHARTER BROKER OR ANY OTHER INSURANCE EXTENDED OR INTENDED TO PROVIDE ANY COVERAGE, PROTECTION OR BENEFIT TO THE USER BEFORE, DURING OR AFTER ANY FLIGHT.
14. Dispute Resolution
a. Binding arbitration. Please read this carefully. It affects your rights. YOU AND NextNorth AND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS WHICH MAY BE BROUGHT IN SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR USE OF THE SERVICE. Arbitration is more informal than a lawsuit. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Visit https://www.camara.es/arbitraje-y-mediacion/corte-espanola-de-arbitraje to learn more about arbitration.
Yo. Start of arbitration. A party that intends to request arbitration must first send to the other, by certified mail, a written notice of the intention to arbitrate (a «Notice») or, in the absence of a mailing address provided by you to NextNorth , to you through any other method available to NextNorth , including email. Notice to NextNorth should be addressed to Filou Europe SL, Paseo Santa María de la Cabeza 75 4B, 28045 Madrid, attention: “Asesor Jurídico NextNorth ” (the «Arbitration Notice Address»). The Notice must (A) describe the nature and basis of the claim or dispute; and (B) sets forth the specific relief requested (the «Claim»). If you and NextNorth do not reach an agreement to resolve the claim within 30 days of receipt of the Notice, you or NextNorth may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE SPANISH ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THIS AGREEMENT. If you are required to pay a filing fee to commence arbitration against NextNorth , NextNorth will promptly refund your confirmed filing fee payment upon NextNorth receiving Notice at the Arbitration Notice Address that arbitration has been commenced along with a receipt evidencing payment of the filing fee, unless your Claim is equal to or greater than €1,000 or has been filed in bad faith, in which case you are solely responsible for paying the filing fee.
ii. Arbitration procedure. The arbitration will be held in the Spanish language. A single independent and impartial arbitrator will be appointed in accordance with the Rules, as modified herein. You and NextNorth agree to abide by the following rules, which are intended to expedite the dispute resolution process and reduce costs and burdens on the parties: (A) the arbitration will be conducted by telephone, online, and/or based on in submissions only, the specific form to be chosen by the party initiating the arbitration; (B) the arbitration will not require any personal appearance by the parties or witnesses unless the parties agree otherwise in writing; and (C) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
iii. No collective actions. YOU AND NextNorth AGREE THAT YOU AND NextNorth MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE THE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION IS FAULTY, THEN SECTION OF MANDATORY ARBITRATION SHALL BE NULL AND VOID.
IV. Referee’s Decision. Barring extraordinary circumstances, the arbitrator will render his or her decision within 120 days of the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interest of justice. All arbitration proceedings shall be closed to the public and confidential, and all records relating thereto shall be permanently sealed, except as necessary to obtain judicial confirmation of the arbitration award. The arbitrator’s award shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator will apply Spanish Law when conducting the arbitration. You acknowledge that these terms and your use of the Service evidence a transaction involving commerce within Spain. The Arbitration Law in Spain will govern the interpretation, execution and procedures in accordance with the mandatory arbitration clause of this Agreement.
b. equitable relief. The above provisions of this Dispute Resolution section do not apply to any claim in which NextNorth seeks equitable relief of any kind. You acknowledge that, in the event of a breach of this Agreement by NextNorth or any third party, the damage, if any, caused to you shall not entitle you to seek injunctive or other equitable relief against NextNorth, and your sole remedy shall be for monetary damages, subject to the limitations of liability set forth in this Agreement.
c. Claim (is. You and NextNorth agree that, without prejudice to any other rights the party may have at law or in equity, any cause of action arising out of or related to this Agreement, excluding a claim for indemnity, must commence within one year after the cause of action accrues, otherwise such cause of action is permanently barred.
d. Improperly Filed Claims. All claims you bring against NextNorth must be resolved in accordance with this Dispute Resolution section. All claims filed or asserted contrary to this Dispute Resolution section will be deemed improperly filed. If you file a claim contrary to this Dispute Resolution section, NextNorth may recover attorneys’ fees and costs up to €5,000, provided that NextNorth has notified you in writing of the improperly filed claim and you have not promptly withdrawn the claim.and. Modifications. In the event that NextNorth makes any future change to the binding arbitration provision (other than a change to NextNorth’s Arbitration Notice Address), you may reject such change by sending us written notice within 30 days of the change. at NextNorth’s Arbitration Notice Address, in which event, your account with NextNorth and your license to use the Service will terminate immediately, and this Dispute Resolution provision, as in effect immediately prior to the amendments you reject, will survive the termination of this Agreement.
f. Execution. If only Section 10.a.iii or all of this Section 10 is found to be unenforceable, then the entirety of this Section 10 shall be null and void and, in such event, the parties agree that exclusive jurisdiction and venue described in Section 10 will govern any action arising out of or related to this Agreement.
11. Applicable law.
The laws of Spain, excluding its conflicts of laws, govern this Agreement. Your use of the Service may also be subject to other local, state, national or international laws. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action shall be subject to the exclusive jurisdiction of the state courts, and you irrevocably submit to the personal jurisdiction of such courts. and waive any defense of inconvenient forum.
You may not assign this Agreement or any rights or licenses granted hereunder, directly or indirectly, including by sale, merger, change of control, operation of law, or otherwise, without NextNorth’s prior written consent. This means that in the event you dispose of any device on which you have used the Application, such as by sale or gift, you are responsible for removing all access to the Application from your mobile device prior to such disposal. NextNorth may assign this Agreement, including all of its rights under it, without restriction.
Provisions of this Agreement that are intended to survive termination of this Agreement will by their nature survive termination of this Agreement, including, without limitation, Sections titled: Limited Liability, Third Party Disputes, Dispute Resolution, Governing Law, Assignment, Survival, miscellaneous and contact with NextNorth.
This Agreement, and any other agreements expressly incorporated by reference herein, constitute the entire and exclusive agreement and understanding between you and NextNorth regarding your use of and access to the Service and, except as expressly permitted above, may only be modified by a written agreement. signed by authorized representatives of all parties to this Agreement. Our failure to enforce any provision will not affect our right to enforce performance at any later time, nor will a waiver of any breach or breach of this Agreement or any provision of this Agreement constitute a waiver of any subsequent breach or breach or a waiver of the provision itself. The use of section headings in this Agreement is for convenience only and will have no impact on the interpretation of particular provisions. In the event that any portion of this Agreement is held invalid or unenforceable, the unenforceable portion will be enforced to the fullest extent possible and the remaining portions will remain in full force and effect. You agree that no joint venture, partnership, employment or agency relationship exists between you and NextNorth as a result of this Agreement or use of the Service.