Terms and Conditions






Date of late update: 21 October 2020


1. Welcome to the website of oohlist AU Pty Ltd (“oohlist”, “we”, “us” or “our”) at www.oohlist.com.au (“Site”).  By accessing or using the information and services available through this Site, you agree to be bound by these terms and conditions.  If you do not agree with these terms, you must immediately cease use of the Site and the services available through the Site.  

2. We may modify these terms and conditions at any time without prior notice to you with such modifications taking effect immediately upon posting the modified terms and conditions on the Site.  When we modify these terms, we will also update the “Date of last update” at the top of this page.  It is your responsibility to ensure you are familiar with any changes.

Scope of website and services

3. We offer a platform where advertisers and owners can identify each other and advertise, sell and buy advertising space (“Service” or “Services”) in accordance with certain guidelines for the Services.  We do not provide any of these Services, but merely act as an agent to connect advertisers and owners.  By providing the Services, we facilitate the formation of contracts between advertisers and owners.  If an owner is engaged by an advertiser, a contract is formed directly between them.  We are not party to any contract between an advertiser and owner.  We do not have any control over the actions of an advertiser or owner.  We are not liable for any services provided by an owner to an advertiser.  We act as agent in connection with the receipt, holding and payment of funds for each purchase.  


4. You must be at least 18 years of age to use the Services.  By using the Services, you warrant and represent to us that you are at least 18 years of age.

Part A: For advertisers

5. The following applies to you if you are an advertiser. 

Purchasing advertising space

6. You can request to purchase advertising space using the Services.  At the time of the request, you will be asked to provide certain information to the owner and to make payment for the Services using your debit or credit card details to our nominated payment gateway (Stripe).  You may be required to agree to be bound by additional terms and conditions in subscribing for such third-party services.  Within 48 hours of the request, the owner will either accept or deny the request.  A purchase is deemed to have been accepted by the owner when you receive written confirmation.  If the purchase is denied, you will receive a full refund.


7. Should you wish to cancel a purchase, you must do so by giving at least 30 days’ notice in writing to query@oohlist.com.  Any payment debited from your debit or credit card at the time of purchase will be refunded to you (less our fees and any associated bank charges) within ten (10) business days.  If you do not give the required notice, any payment debited from your debit or credit card at the time of purchase will be forfeited in full.  We reserve the right to, in our sole discretion, reject a request for cancellation.

Part B: For owners

Your fees & payment

8. We will bill advertisers on your behalf and provide you with a copy of this.  You acknowledge and authorise us to act as your agent in connection with the receipt, holding and payment of funds for each purchase.  We will deduct our fee and transfer the remainder to you in accordance with these terms. 


9. Any fees paid to us by you are inclusive of any GST payable.  You acknowledge that you are registered for GST and must notify us immediately if you cease being registered for GST at any time.  You must supply us with a valid Australian Business Number (ABN).

Recipient created tax invoices

10. We will provide a recipient created tax invoice to you in respect of our fees. 


11. Should you wish to cancel a purchase, you must do so by giving at least 30 days’ notice in writing to query@oohlist.com.  You will not receive any payment for the purchase, and you will forfeit the fees that you have paid to us to use the Services.  We reserve the right to, in our sole discretion, reject a request for cancellation.

Your trade marks

12. You grant us a non-exclusive, transferable, royalty free, limited licence to use your trademarks, logos or service marks in order to promote you on the Site.

Part C: For everyone that uses the Site and Services


13. You must register for an account and provide certain information (e.g. name, email address and password etc) in order to use certain aspects of the Site and the Services.  We collect and use this information in accordance with our Privacy Policy.  You must ensure that the information you provide is adequate, complete and current.  You may not have more than one (1) account.  It is your responsibility to protect your password.  You agree to not disclose your password to any third party, and you are responsible for any activities or actions under your account whether you have allowed such activities or actions.  Any unauthorised use of your account must be notified to us immediately.  You are responsible for any unauthorised use of your account.  We reserve the right to suspend, disable or terminate your account at any time in our sole discretion.  All decisions regarding the opening, maintenance and closing of accounts rests with us and any decisions we take regarding any aspect of your account is final.  You may close your account by either contacting us.

14. By registering for an account, you agree and represent as follows:

a. You agree to be financially responsible for your account and to comply with your responsibilities and obligations as set in these terms and conditions and any policies or procedures posted on the Site;

b. If using the Site as an owner, you represent that you are the sole owner of all space offered for lease on the Site or have otherwise received authority in writing to lease the space and have the required approval(s) to allow advertising in the relevant space; 

c. If using the Site as an advertiser, you represent that you own the content or have the authority to distribute the content via the space that you are leasing, and that you will comply with all relevant advertising standards costs, initiatives, rules, recommendations and guidelines administered by the Australian Association of National Advertisers; 

d. You grant us permission to email or display your profile, logo, ads uploaded and stored on our service, and such other information as may be supplied by you to us or from our Site as we deem necessary in our sole discretion in connection with the Services provided to you; and

e. By using the Services, you grant us permission to access your account and those messages, data, information, text, graphics, audio, video or other material posted/uploaded/transmitted to or through the Site using your account, in connection with the provision of the Services.

Our fees

15. Advertisers and owners must pay fees to use the Services.  Our fees are notified on the website and are subject to change from time to time.


16. Advertisers and owners must take out and maintain adequate and appropriate insurance to cover their booking and requirements.


17. Where an advertiser contacts an owner for the engagement of further services outside the Site, the owner must during the period 12 months after first being introduced to the advertiser by Oohlist via the Site, direct the advertiser to engage the further services via the Site.  Oohlist will remove an owner if they are found not to be directing advertisers back to the Site.  In the event that the owner is engaged for further services outside the Site, the owner acknowledges and agrees that the owner is liable to Oohlist for 15% of all services provided to the advertiser during the above period of 12 months.

18. For the avoidance of doubt, an owner must use the Site and Services as their exclusive method to be retained by the advertiser unless Oohlist agrees otherwise in writing.

19. The owner grants Oohlist the right to examine the books, accounts and records of the owner, all at such reasonable times as may be requested by Oohlist to ascertain whether the owner is in breach of this clause.

20. The owner acknowledges and agrees that this clause is fair and reasonable under the circumstances and these restraints are necessary to protect Oohlist’s business interests as it has expended significant resources in advertising, marketing and staffing to make the Site and provide the Services.


21. From time to time, we may communicate with you via email or other communications about products, promotions and offers that may be of interest to you.  If you do not want to receive such communications, you may unsubscribe by clicking the link at the bottom of our message.


22. We may provide links to other websites.  This is done for your convenience only.  We take no responsibility for the accuracy or currency of the information on those sites.  We do not endorse any information, goods or services referred to within those sites, and our provision of these links should not be taken as an endorsement.  

Intellectual property rights

23. Unless otherwise stated, we own or licence from third parties all rights, title and interest (including copyright, trade mark and other proprietary rights in the Services, the Site and all of the material (such as text, graphics, logos, audio and software) made available on the Site (Content).

24. Your use of the Site and use and access of the Content does not grant or transfer any right, title or interest to you.  However, you are permitted to access the Site and view the Content only in accordance with these terms and conditions.  

25. You must not:

f. copy or use, in whole or in part, any Content;

g. reproduce, retransmit, distribute, disseminate, sell, publish, broadcast or circulate any Content to any third party; and

h. breach any intellectual property rights connected with the Services, the Site or the Content including by altering or modifying any of the Content, causing any of the Content to be framed or embedded in another website or platform, or creating derivative works from the Content. 

Prohibited behaviour

26. You must not do or attempt to do anything that is unlawful, prohibited by any laws, which we would consider inappropriate, or which might bring us or the Services and the Site into disrepute including:

a. Pay to or accept any money from another user other than via the Site;

b. Anything that would constitute a breach of an individual’s privacy or any other legal rights;

c. Using the Services or the Site to defame, harass, threaten, menace or offend any person;

d. Interfering with any user using the Services or the Site;

e. Tampering with or modifying the Services or the Site, knowingly transmitting viruses or other disabling features, or damaging or interfering with the Services or the Site, including by using Trojan horses, viruses or piracy or programming routines that may damage or interfere with the Services or the Site;

f. Using the Services or the Site to send unsolicited email messages; or

g. Facilitating or assisting a third party to do any of the above acts.

User content

27. You may be permitted to post, upload, publish, submit or transmit relevant information and content (User Content) on the Services and on the Site.  By doing so, you grant us a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free licence to use the User Content, with the right to use, view, copy, adapt, modify, distribute, licence, sell, transfer, communicate, publicly display, publicly perform, transmit, stream, broadcast, access or otherwise exploit such User Content.

28. You agree that you are solely responsible for all User Content that you make available on or through the booking service or our website.  You represent and warrant that:

h. you are either the sole and exclusive owner of all User Content or you have all rights, licence, consents and releases that are necessary to grant to us the rights in such User Content; and

i. neither the User Content, nor the posting, uploading, publication, submission or transmission of the User Content or our use of the User Content on, through or by means of the Services or the Site will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

29. We do not endorse or approve, and we are not responsible for, any User Content.  We reserve the right to in our sole discretion remove any User Content. 


30. We may, at any time and without notice to you, discontinue the Services or the Site, either in whole or in part.  We may also exclude any person from using the Services or the Site, at any time and in our sole discretion.  We are not responsible for any liability you may suffer as a result of such discontinuance or exclusion. 

Disclaimer of warranties and liability 

31. If you choose to use the Services or the Site, you do so at your own risk.  We make no representation that anything offered through the Services or the Site is available for use in other locations, or that it complies with laws and regulations of other locations.  We make no warranty that the Services or the Site will meet your requirements or be available on an uninterrupted, secure, error-free or virus free basis.  We make no warranty regarding accuracy, timeliness, truthfulness, completeness or reliability of any content obtained through the Services or the Site.  We make no warranty, guarantee or representation as to the ability, competence, quality or qualifications of any advertiser.  

32. We do not perform background checks or endorse any particular advertiser or owner.  We encourage advertisers to make all necessary enquiries and satisfy themself as to whether the owner and the relevant advertised space meets their requirements and objectives.  

33. To the fullest extent permitted by law, we disclaim all other warranties of any kind, either express or implied, including, but not limited to, any implied warranties of merchantability or fitness for a particular purpose, with respect to goods and services listed or purchased on or through the Services or the Site.

Limitation of liability

34. To the fullest extent permitted by law, we are not liable to you on any basis (including under contract, tort, negligence, equity or statute) for any loss or damage (however caused) arising out of or in connection with your use of the Services, the Site website and/or the content made available or listed on it, or as a result of the inaccessibility of the Services or the Site and/or the fact that certain content contained on it are incorrect, incomplete or not up to date.  Where our liability cannot be excluded, our liability is limited to the total amount that a user has paid to us for our Fees to use the Services and the Site during the period 12 months prior to the liability arising, or a fee of $100 if a user has not made any such payments.


35. To the fullest extent permitted by law, you must indemnify us, and hold us harmless, against any liability suffered or incurred by us arising from or in connection with your use of the Services or the Site or any breach of these terms or any applicable laws by you.  This indemnity is a continuing obligation, independent from the other obligations under these terms, and continues after these terms end.  It is not necessary for us to suffer or incur any liability before enforcing a right of indemnity under these terms.

Dispute resolution

36. Any disputes between advertisers and customers shall be handled independently without our involvement.  We accept no liability for any disputes arising between advertisers and owners.


37. These terms are effective until terminated by us, which we may do at any time and without notice to you. In the event of termination, any rights or obligations that have accrued up to and including the date of termination will not in any way be affected by termination. 


38. If any part of these terms is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining parts will not be affected.  

Jurisdiction and governing law

39. These terms, and all related matters, shall be governed and interpreted by the laws of New South Wales, Australia. 

40. Any dispute under these terms shall be subject to the exclusive jurisdiction of the Courts of New South Wales and any courts that can hear appeals therefrom. 


41. We value and welcome your feedback, comments and suggestions.  If you have any feedback, comments or suggestions about the Services, the Site or these terms, please get in touch by using the “Contact Us” page on the Site. 


Date of last update: 21 October 2020


The owner has listed physical display space for lease on the online marketplace www.oohlist.com.au (Site) for the purpose of any advertiser to lease the display space for the installation of an advertisement, artwork, message, mural or signage (Visual).

The advertiser wishes to place the Visual on the display space and has proceeded to book the listing on the Site for a set price and duration and payment has been made to the Site operators to secure the booking, who in turn will pay the owner minus certain fees.

The owner is either the owner or legal controller of the display space listed on the Site and has the authority to lease the display space. 

The owner and advertiser (collectively referred to as Users) acknowledge that these guidelines apply to them.


1.1 Obligation to advertise

The owner will provide the service of displaying the relevant Visual on the display space (Service) for the duration of the display period.

1.2 Submission of the Visual

1.2.1 If the Display Space is a digital medium, then the advertiser must submit the Visual to the owner by emailing an electronic version of it to the owner in the format and timeframe as reasonably nominated by the owner.

1.2.2 If the owner has offered to supply and install the Visual material and if the advertiser has chosen to purchase this service, then the advertiser must submit the Visual to the owner by emailing an electronic version of it to the owner in the format and timeframe as reasonably nominated by the owner. 

1.3 Rejection of Visual

The owner may review or vet any proposed Visual submitted by the advertiser but is not obliged to do so. The owner is not responsible for any error or omission in any Visual submitted by the advertiser, even if it should have been obvious to the owner. The owner may at any time by notice to the advertiser with immediate effect reject any Visual submitted by the advertiser that in the opinion of the owner: (a) results in a breach of clause 3.2 (or if not yet displayed on the display space, is likely to result in such a breach once displayed); or (b) is incompatible with the Technical Requirements in order to carry out Clause 1.2.1 or 1.2.2. The owner may reject a Visual (and cease displaying it on the display space) even if the owner has commenced providing the Service using the Visual. The owner may endeavour to facilitate the replacement of any rejected Visual but is not obliged to do so. No refund of fees (on a pro rata basis or otherwise) will apply due to any rejection of a Visual in accordance with this clause 1.3.

1.4 Supply and Installation of the Visual Material

1.4.1 The owner has the option of providing a supply and install service when listing on the Site which the advertiser may chose in addition to the leasing of the display space.

1.4.2 This service does not include the design or electronic preparation of the Visual file. It is the advertiser’s obligation to supply a suitable copy of the Visual ready for production in accordance with 1.2.2 

1.4.3 The owner shall not be held liable for any delay in the installation of the Visual material due to an act of God, fire, inclement weather or any other thing beyond the owner’s reasonable control.

1.4.4 Where the owner is supplying and installing the Visual material, within two (2) days of completion of the installation the owner will provide a “proof of delivery” email. This email will contain one (1) unaltered, close-up digital photo and one (1) unaltered, approach digital photo of the installed Visual to the advertiser by email.

1.5 Removal of the Visual at the end of the display period

1.5.1 If the advertiser wants to retain the Visual material, he/she must notify the owner in writing within 3 days from the end of the display period ending:

(a) that they wish to retain the Visual material at the end of the display period and 

(b) they must also arrange and provide the owner with the contact details of the contractor who will removing the material including the date and time of the removal. The Visual material must be removed on or before the final day of the display period. 

This cost will be borne by the advertiser.

1.5.2 At the end of the display period, if the advertiser has not notified and removed the Visual as per 1.4.1 the owner may remove and dispose of the Visual material either immediately after 5pm on the final day of the display period or at any time after until the display space is occupied by another advertiser. This removal will be at no cost to the advertiser.


2.1 Amount

The advertiser must pay the fee as calculated on the Site. This payment is made to the Site operators who in turn will then pay the owner (after deducting their fees and charges). 

2.2 Timing

The advertiser must pay all fees in upfront though the Site. The owner is in turn reimbursed by the Site.


3.1 Owner obligations:

The owner must:

(a) ensure that display structure is properly constructed and maintained as represented in the listing on the Site and in good repair. The Structure must be able to allow for the proper and safe installation of the Visual by the advertiser’s contractor;

(b) not permit any object, vegetation or other signs or billboards to be planted or erected which would obstruct or materially impair the visibility of the advertiser’s Visual unless required to do so to comply with applicable laws;

(c) ensure that any approvals for the legal right to use the Visual is in place if required;

(d) maintain at the owner’s sole cost and expense, liability insurance of any and all damages resulting in personal injury or property damage in connection with the display Structure;

(e) in the event of any change of ownership of the display site leased, the owner agrees to notify the advertiser promptly of such change, and the owner also agrees to give the new owner formal written notice of the existence of this lease and to deliver a copy of these guidelines to such new owner; and

(f) where the display space is a wall either internal or externally to a property, and this space has an existing Visual – this existing Visual shall be removed or painted over (as applicable) and the wall provided to the advertiser as a blank wall.

3.2 Lessees obligations

The advertiser must:

(a) comply with all Laws applicable in any way in relation to the Service or relevant Visual including Australian Consumer Law;

(b) ensure that each Visual complies with all relevant advertising standards codes, initiatives, rules, recommendations and guidelines administered by the Australian Association of National Advertisers;

(c) ensure that the content does not:

(i) commit, or encourage or cause to be committed by any person, any offence or any act or omission that is unlawful or would commonly be regarded as immoral; and

(ii) is sexist, racist, hateful, violent, defamatory, harassing, abusive, threatening, malicious, inflammatory or otherwise objectionable;

(iii) is pornographic, sexually explicit, obscene or excessively profane;

(iv) is fraudulent, false, misleading or deceptive; or

(v) infringes, or encourages the infringement of, a third party's rights, including any form of intellectual property, confidentiality or privacy rights; 

(d) not use the Service, or permit it to be used, in any way that could damage the reputation of the owner or mock or belittle the Site or any person, goods or services associated with it; and

(e) ensure that any contractor it engages to install the Visual is appropriately qualified and insured for the work to be undertaken. The owner must be notified in writing of the contractor’s details along with a copy of their relevant insurance three (3) days prior to the installation being undertaken. 


4.1 Exclusion of other terms

To the extent permitted by law, and except as expressly provided in this agreement, all terms, conditions, warranties and representations (in each case whether express, implied, statutory or otherwise) relating in any way to the Service, any incidental service or this agreement are excluded. The owner excludes all warranties or representations regarding the number of visitors to the display space and the advertiser agrees that the advertiser has not relied on any information regarding same. To the extent permitted by law, the owner excludes all liability in relation to:

(a) any fault in, or failure of, any equipment (e.g. servers or networking equipment) used in connection with the supply of the Service; or

(b) any fault or failure in the supply of the Service involving any act, omission or event outside of the owner’s reasonable control, including any equipment failure, public damage, power failure, fire, flood, water, labour dispute or shortage, utility curtailment, explosion, emergency, civil disturbance, war, act of God, governmental action or act or omission of any supplier or other person.

If the owner becomes aware of any such fault or failure, the owner will use reasonable endeavours to address it. The advertiser must promptly notify the owner of any fault of which the advertiser becomes aware.

4.2 General limitation of liability

Without limiting clause 4.3, to the extent permitted by law, any liability of the owner in connection with the Service, any incidental service or this agreement:

(a) under any condition or warranty that by law cannot be excluded (Statutory Warranty); or

(b) under any guarantee or other right under any statute (including the Competition and Consumer Act) (Consumer Guarantee),

(c) on any other basis (including contract or negligence), is, where permitted by law, limited at the option of the owner to the replacement, repair or resupply of the relevant goods or services or the payment of the cost of same. Despite any other provision of this agreement, no provision of this agreement other than this clause 4.2 limits or excludes any liability of the owner under a Consumer Guarantee or Statutory Warranty.

4.3 Exclusion of categories of loss 

The following applies only to the extent permitted by law. All liability of the owner is excluded in respect of any indirect or consequential loss suffered or incurred by the advertiser, in relation to:

(a) the Service or any incidental services;

(b) any delay or failure in providing any of them; or

(c) otherwise under or in connection with this agreement, and in any event (including where amounting to a direct loss) for any lost profits or goodwill or lost or corrupted data.

4.4 Indemnity

4.4.1 To the maximum extent permitted by law, the advertiser hereby indemnifies and must keep indemnified the owner against all losses incurred by the owner in relation in any way to:

(a) any negligence of the advertiser or any breach of this agreement by the advertiser;

(b) any claim against the owner, or any supplier, by any person in relation to any Content included in any Visual; or

(c) where the advertiser submits a Visual at the request of, or for the benefit of, a client – any claim against the owner by that client. This indemnity may be enforced by the owner before and without incurring any expense or making any payment to any person.

4.4.2 The owner similarly agrees to hold the advertiser harmless against all liability arising out of the right to display the Visual. 

4.5 Maximum liability 

Without limiting the above, to the extent permitted by law the total liability of the parties arising in any calendar year on any basis (including in contract or negligence) relating in any way to the Service, any incidental service or this agreement is limited to the amount of fees actually paid to the owner under this agreement during that calendar year.

4.6 Deadlines

Despite any other provision of this agreement, any applicable dates (including the start date and any replacement dates) in relation to provision of the Service apply on the basis that the owner will use reasonable endeavours to satisfy them, rather than applying on an absolute basis. To the extent permitted by law, the owner has no liability to the advertiser for any failure to satisfy any date, and in any event the other provisions of this clause 4 will apply to any such liability.


5.1 Termination for cause

Either party may by written notice to the other terminate this agreement if the other party is subject to an Insolvency Event or if the other party is in breach of this agreement and the breach is not been remedied within 28 days of a written notice to the other party that specifies reasonable details of the breach and requires that the breach be remedied.

5.2 Suspension

Without limiting clause 5.1, the owner may suspend the provision of the Service or any Incidental Service if the advertiser is in breach of this agreement and the breach is not remedied within 7 days of a written notice to the advertiser that specifies reasonable details of the breach and requires it be remedied. A suspension will not affect any obligation of the advertiser to continue paying fees.

5.3 Termination without cause

If the display period is for an indefinite period then either the owner or advertiser may at any time, in its sole discretion, terminate this agreement by giving the other at least 1 months’ prior written notice. In any other case this agreement will continue until it expires at the end of the display period and may not be terminated except in accordance with this agreement or with the mutual agreement of the parties in their discretion.

5.4 Effect of termination or expiry

The termination or expiry of this agreement will not affect the accrued rights of either party as at the date of termination or expiry. 

5.5 Reimbursement on Termination

If the use of any such sign is prevented or restricted by law, the advertiser may terminate the lease and receive adjustment for all rent paid for the unexpired term.


All intellectual property (including copyright and trade mark rights) in anything provided by or behalf of either party to the other in connection with this agreement will remain the property of the party providing it (or its licensors).

The advertiser hereby grants the owner a non-exclusive, irrevocable, perpetual transferable licence to copy, use and adapt in any way any Content provided by or on behalf of the advertiser to the owner (or any person acting on behalf of the owner) but only for the purpose of providing the Service and any related administrative purposes of the owner (including IT back up and general record keeping).


The owner and advertiser each agree to keep confidential any Confidential Information of the other party, and to use the other party’s Confidential Information only for the purposes of this agreement. This clause does not apply to any information that:

(a) enters the public domain other than by breach of this agreement;

(b) is or becomes known by the relevant party from another source without being subject to an obligation of confidentiality; or

(c) is required by law to be disclosed, provided that the disclosing party uses reasonable efforts to protect the confidentiality of such information.


All notices, demands, requests and other communications required or permitted under this agreement must be in writing and will be deemed to be delivered when actually received, whether sent by email, ordinary or certified mail, courier or otherwise to the receiving party. Any notice or other written communication given under this agreement (Notice) by either party to the other must be sent by ordinary prepaid mail or email to the corresponding address indicated in the introductory email sent by Oohlist, unless either party notifies the other of a change of the relevant address.

Each party must ensure that at all times the email address applicable to it under this clause is current, and endeavour to ensure it is operational.

A Notice by ordinary prepaid mail will be taken to have been served on the sixth Business Day after posting. A Notice by email will be taken to have been served at the time of sending, unless within 24 hours of it being sent the sender receives a manual or automated response indicating that it was not delivered successfully.


9.1 Applicable law

These guidelines are to be construed according to, and are governed by, the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts in and of New South Wales in relation to any dispute arising under this agreement.

9.2 Assignment and subcontracting

The advertiser may not transfer or assign its rights or obligations under this agreement to any other person except with the prior written consent of the owner, such consent not to be unreasonably withheld. The owner may subcontract any or all of its obligations under this agreement.

9.3 Entire agreement

This agreement constitutes the entire agreement between the owner and advertiser in relation to its subject matter. Any prior arrangements, agreements, representations or undertakings are superseded and, except as expressly provided, each party warrants that it has not relied on any arrangement, agreement, representation or understanding which is not expressly set out in this agreement or incorporated by reference.