These terms and conditions (Terms) govern all dealings between Amber Labs Pty Ltd (AmberApp, we, us or our), trading as AmberApp, and our customers (you) in relation to the use of our website and / or smartphone App (each a Portal) and the establishment and use of a AmberApp account.

1. Services and eligibility

1.1 We help you turn your government issued fiat currency into Bitcoin and will also purchase your Bitcoin if you wish to sell it.

1.2 In order to trade with us, you must first apply to set up an AmberApp account which you can do by downloading the app and following the on-screen prompts.

1.3 To be eligible to set up and maintain an account you must:

• Successfully verify your identity by submitting any relevant documentation that we may request from time to time. This may require you to present documentation in an online video conference interview with one of our representatives and you consent to any such interview being recorded for compliance and record keeping purposes. Where we use a third party service provider to assist in the verification process we will only share your information with our provider to the extent required to successfully verify your identity; and
• provide any other information we may request from time to time in order for us to meet our regulatory and internal compliance requirements.

and you confirm that we may engage an appropriate third party provider to carry out such verifications on our behalf.

1.4 During the course of using our services you may wish to send fiat currency to us or alternatively request that we send fiat currency to you. In these circumstances we reserve the right to verify that you own the bank account to which, or from which (as applicable), funds are to be sent. Accordingly, you authorise:

• us to verify your account details with your financial institution;
• your financial institution to release information to enable us to verify your account details

1.5 Any personal information we may collect from you when setting up your account or in the course of trading with you will be handled in accordance with our Privacy Policy, which can be accessed using the following link https://amber.app/privacy-policy/. We note that your personal information may be shared with third parties (including regulators) but only to the extent we are required to do so by law or in order to efficiently provide our services to you. If you fail to provide us with information that we request from you, we will not be able to provide our services to you.

1.6 You represent and warrant to us that you are solely responsible (and that we will not be liable) for any error with respect to the information or instructions you may provide to us when setting up your account or trading with us. It is particularly important you ensure that any Bitcoin wallet address details you provide to us are accurate and complete.

1.7 Once you complete the account opening process and provide the necessary documentation we will carry out our internal checks and then confirm whether your application has been successful and your account has been verified. Once your account has been verified you will be able to commence trading with us immediately.

1.8 We offer a dual layer authentication process, and we recommend that you take advantage of this process when creating your account login details.

1.9 Please ensure you keep your account login details confidential. We will not accept any responsibility for what may happen if you share your account login details or allow someone else to access your account.

2. Trading Bitcoin is risky

2.1 You should be aware that trading Bitcoin involves a degree of risk. Some (but by no means all) of the risks that are typically identified by commentators include:

• that the value of Bitcoin is subject to fluctuations, which may result in a partial or total loss of any funds you elect to convert to Bitcoin;
• Bitcoin is not recognised as legal tender in Australia and there is currently no entity which controls or regulates Bitcoin;
• Bitcoin is traded using specific networking including mesh networking, satellites, long wave radio broadcast, and internet connections in order to operate effectively and which may from time to time experience faults, which could have a direct impact on your ability to trade Bitcoin.

2.2 Every person has a different risk profile and we highly recommend that you obtain independent financial and taxation advice from appropriate trusted experts who will be in a position to consider your personal circumstances and guide you on the pros and cons of investing in Bitcoin and executing trades with us.

2.3 It is important to note that we do not purport to provide financial, taxation or any other sort of advice in connection with the services we provide or the risks associated with trading Bitcoin (including those noted in Section 2.1 above). We are not qualified to give such advice and any information provided by us through any medium, including our Portals, does not constitute advice or a recommendation in connection with trading Bitcoin.

2.4 By accepting these Terms you acknowledge the risks associated with trading Bitcoin and confirm that you have the opportunity to obtain appropriate independent financial and taxation advice before you commence trading with us.

3. How to buy bitcoin

3.1 Once you have set up your account you will be able to trade with us. There are a couple of ways that you can buy Bitcoin using our services:

• you can deposit funds into your account and then use your credits to buy Bitcoin. Accounts may be credited by making an online payment, or via credit/debit card; or
• you can buy Bitcoin using our Automations facility

subject to any deposit limits that we may impose from time to time (refer to Section 13 for further information about account limits).

3.2 The following Sections describe in further detail how you may credit your account and buy Bitcoin using either of the above methods.

4. Credit your account by making an online payment

4.1 You can make a deposit into your account using one of the designated online payment options by clicking on the relevant online payment icon in the app and following the on-screen prompts.

4.2 If you elect to use an online payment method then once we receive cleared funds, we will immediately credit your account after deducting any applicable fees.

4.3 Please note that we may elect not to accept an online payment if it is made by a third party (i.e. a person that is not you). Our compliance team will undertake checks to determine the source of funds.

4.4 Any funds that are not accepted by us will be returned to the account from which they were received and may also result in your account being closed. Any bank transfer fees will be for the account of the third party.

4.5 You agree and represent that you will not initiate any chargebacks, and/or deny or attempt to reverse any payment or deposits that you have made to us. You must indemnify us for any costs we may incur in the event you take any such actions.

4.6 For card payments, you acknowledge that we shall not be liable for unauthorised use by any third party of your credit/debit cards, irrespective of whether or not the credit/debit cards were reported stolen.

5. How to buy bitcoin using existing credits

5.1 If you have deposited funds into your account you may elect to buy Bitcoin from us, subject to any transaction limits we may impose from time to time (refer to Section 13 for further information about account limits), by clicking the “Buy” icon in our App and following the on-screen prompts.

5.2 We will offer you the rate (referred to as the “exchange rate”) at which we agree to exchange your designated funds for Bitcoin. Given that the value of Bitcoin is subject to fluctuations, we may update the exchange rate at any time prior to you accepting it.

5.3 Before executing a trade we may require you to answer some questions relevant to your account and your use of our services. We ask these questions to ensure that we continue to comply with our regulatory obligations. Failure to provide adequate responses to any questions we may ask may result in your account being placed in a compliance hold.

5.4 If you wish to execute a trade at the nominated exchange rate you may do so by following the on-screen prompts. You may not cancel a trade once you have confirmed that you wish to proceed.

5.5 Once you have confirmed that you wish to execute a trade we will instantly credit your account with Bitcoin (calculated by reference to the agreed exchange rate) and debit the corresponding funds from your account.

5.6 We may, in our sole discretion, decline to process a trade, including in circumstances where you fail to answer any questions (or fail to provide adequate responses) that we submit to you as part of the purchase process.

6. Automations

6.1 The Automations option enables you to make arrangements to purchase Bitcoin without having to go through the process of crediting your account and manually executing a trade.

6.2 You may elect to implement an Automations order at any time by clicking the “Automations” icon in the app and following the on-screen prompts.

6.3 An Automations purchase (or series of purchases) may be funded from your account balance; via payments from your nominated bank account; or credit/debit card, subject to any transaction limits we may impose from time to time (refer to Section 13 for further information about account limits).

6.4 If an Automations order specifies that a purchase is to be effected on a particular day in the future then the trade will be effected at 12am UTC on that day.

Automations Bitcoin using account balance

6.5 To effect an Automations using your account balance you must complete the following steps:

• you will need to create an Automations order by selecting the “Automations” icon in the app and following the on-screen prompts;
• an Automations order can provide for a one-off purchase of Bitcoin or for a series of purchases to be effected at designated intervals;
• once an Automations order has been created your account will automatically be debited at the intervals and for the purchase amounts specified in your order. At the same time your account is debited it will instantly be credited with Bitcoin. The amount of Bitcoin credited will be calculated by reference to the exchange rate available from AmberApp in the ordinary course of trading at the time each trade is effected (having regard to Section 6.4 above).

6.6 Your Automations order will be cancelled if there is insufficient credit in your account to complete a trade at the time the trade is scheduled to occur.

6.7 You may cancel an Automations order that is being funded from your account balance at any time before the order has been processed by selecting the “account balance” option contained within the Automations icon in the app, selecting the cancel option and following the on-screen prompts.

6.8 Your Automations order will be cancelled (and your account will not be credited with any Bitcoin) if there are insufficient funds in your nominated bank account to settle the direct debit. You will be responsible for any default fees that may be levied by your bank in these circumstances.

6.9 You may cancel an Automations order that uses direct debit as a funding method at any time before the order has been processed by selecting the “account balance” option contained within the Automations icon in the app, selecting the cancel option and following the on-screen prompts.

7. Cooling off period prior to withdrawing/selling bitcoin

7.1 Where Bitcoin is purchased from funds deposited into your account using an electronic payment facility we may place a restriction on your ability to withdraw or sell that Bitcoin during what we refer to as the cooling off period. The reason we impose the cooling off period is to protect you and us against fraudulent transactions.

7.2 The length of the cooling off period will differ depending on the type of payment facility used and will be notified to you prior to any deposit being processed.

7.3 You may not withdraw or sell any Bitcoin for the duration of any applicable cooling off period. Bitcoin that remains subject to a cooling off period will be identified as “pending” in the app.

8. Depositing Bitcoin to your account

8.1 You may transfer Bitcoin to us from your own wallet by selecting the “Receive” button within the ‘Bitcoin Wallet’ within the app and following the prompts. Subject to Section 8.3, any Bitcoin that is transferred to us will be credited to your account after allowing for any network delivery fees associated with the transfer.

8.2 In the event that you transfer Bitcoin to a different wallet address than specified in the transfer instruction presented to you we shall have no liability whatsoever. We will have no obligation to replace the Bitcoin or to assist in tracking or recovering an erroneous transfer.

8.3 Before crediting your account with any Bitcoin you may transfer to us we reserve the right to review historical transactions recorded on the blockchain to determine if the Bitcoin may be associated with any illicit activity. If we determine (in our absolute discretion) that the Bitcoin may be associated with illicit activity we will not credit your account and will return the Bitcoin (less any network delivery fees) to the wallet from which it was received.

8.4 Once Bitcoin has been credited to your account you will be able to sell it to us in accordance with the procedure described in Section 10 below.

9. Withdrawing your Bitcoin

9.1 You may withdraw Bitcoin credited to your account by submitting a withdrawal request. This can be done by clicking on the “Send” icon within the “Bitcoin Wallet” within the app and following the prompts to nominate the amount of Bitcoin you wish to withdraw.

9.3 Once you have nominated and confirmed the amount of Bitcoin you wish to withdraw you will be asked to choose one of the designated delivery networks i.e. “on chain” or “Lightning”. Network delivery fees will apply and will be calculated based on the delivery network chosen. The applicable fee will be confirmed prior to processing your withdrawal request and will be deducted from the Bitcoin credited to your account.  Please note that we apply a 24 hour delay for withdrawal requests initiated by a new account.

9.4 You must also nominate the Bitcoin wallet address that is to receive your Bitcoin, and it is your responsibility to ensure that your nominated wallet supports your selected delivery method. When nominating a wallet you must also ensure that you comply with all obligations placed on you under these Terms, including but not limited to those obligations detailed in Section 16.

9.5 Once you have selected a delivery method you may be prompted to provide us with additional information to enable us to progress your withdrawal. Any information which we may request from you is for the purposes of facilitating your withdrawal only and must be provided to us to allow us to effect a withdrawal.

9.6 You may not cancel a withdrawal request once you have confirmed that you wish to proceed.

9.7 You acknowledge and agree that the delivery of Bitcoin may be impacted by forces outside of our control, including circumstances where your nominated Bitcoin wallet is on a third party exchange which means once we have initiated a transfer of Bitcoin to your nominated Bitcoin wallet we have no control over the processing and timing of the transfer.

9.8 In the event that you make an error when specifying your Bitcoin wallet address we shall have no liability whatsoever. We will have no obligation to replace the Bitcoin or to assist in tracking or recovering an erroneous transfer.

Withdrawal incentives

9.9 We may from time to time offer incentives to you for the use of different delivery networks (Incentives). Any Incentives are subject to the limitations posted on the FAQ page from time to time which may be accessed through our Portals.

9.10 We may withdraw or otherwise revise any Incentives at any time and without notice to you at our discretion.

10. Selling Bitcoin that is credited to your account

10.1 You may sell all or some of the Bitcoin that is credited to your account to us subject to any transaction limits that we may impose from time to time (refer to Section 13 for further information about account limits) and subject to completing any applicable cooling off period (refer to Section 7 for further information about cooling off periods). You may do this by clicking on the “Sell” icon on the app and following the on-screen prompts.

10.2 We will offer you the rate (referred to as the “exchange rate”) at which we agree to exchange your designated amount of Bitcoin for fiat currency and advise you of our commission. Given that the value of Bitcoin is subject to fluctuations, we may update the exchange rate at any time prior to you accepting it.

10.3 You may accept the exchange rate and confirm that you wish to sell the designated amount of Bitcoin by following the on-screen prompts and initiating a transfer.

10.4 You may not cancel a sale once you have confirmed that you wish to proceed.

10.5 Following completion of any sale we will credit your account with funds equal to the net proceeds of the sale.

11. Withdrawing funds

11.1 At any time you may elect to withdraw fiat currency that is credited to your account subject to any transaction limits that we may impose from time to time (refer to Section 13 for further information about account limits). You may do this by clicking on the “Withdraw” icon within the fiat currency wallet icon within the app and following the on-screen prompts.

11.2 We will initiate a transfer of the specified amount of fiat currency to your nominated bank account. You will be responsible for any bank transfer fees. Please allow between 3-5 business days for a transfer to settle noting that some transactions may take longer due to the opening hours and settlement processes of individual banks.

12. Commissions

12.1 We charge commissions for providing our services to you. We typically charge commissions at the time you buy or sell Bitcoin or facilitate a fiat currency deposit. Commission rates are posted on our Portals and may change from time to time. It is your responsibility to inform yourself of the applicable commission rate prior to depositing funds into your account.

13. Account Limits

13.1 We may restrict or limit the amount of funds that may be deposited into or withdrawn from your account from time to time and/or the amount of Bitcoin you may purchase from/sell to us over a given time period. This may include circumstances where we are required to do so by any relevant regulatory authority or payment service provider. We may consider amending an account limit on receiving a request to do so however, any request will be considered in light of our prevailing compliance requirements.

13.2 We may also impose (and vary from time to time) minimum transaction limits.

14. Earn Bitcoin

14.1 We offer a referral program, which allows you to refer new individual users to us, who you think may be interested in the services we provide.

14.2 There are a number of ways to make a referral and details can be found via the “Refer” icon located in the app.

14.3 We will advise you directly through your account should a referral be successful. For the avoidance of doubt, you will only be eligible to earn a referral commission in connection with the referral of a new individual user that does not currently hold, or who has not previously held at any time, an AmberApp account.

14.4 Subject to making a successful referral you will be eligible to earn a discretionary referral commission. The referral commission rates will be calculated in accordance with the referral commission rates schedule published on our Portals from time to time.

14.5 Any referral commission we agree to pay you will be calculated on the first day of each month and credited to your account in Bitcoin at the time of calculation.

14.6 A summary of any referral commission paid to you will be provided in your account within the app.

14.7 You agree that you will not breach any laws (including relevant financial services laws) in the process of participating in the referral program.

14.8 All referral commissions are paid at our discretion. We may terminate the referral program or cease paying referral commissions to you at any time.

15. App

15.1 The App is available for download and use on Apple or Android devices.

15.2 Your access and use of the functionality of the App may be limited at times subject to the status of your account, including any restrictions that may be imposed from time to time.

15.3 You acknowledge and agree that the availability of the App is dependent on the App Store which you obtain the App from. Each App Store may have its own terms and conditions which you must agree to comply with.

16. Account usage and customer obligations

16.1 It is a condition of opening an account and trading with us that you acknowledge and agree to the following:

• any fiat currency or Bitcoin used by you in connection with trading on our platform will belong to you and will be derived from legal sources;
• any Bitcoin wallet address you provide us with is owned and controlled by you;
• you will not use our Portals to perform or facilitate any act that is or may be directly or indirectly, unlawful, dishonest, offensive, threatening, abusive, harassing, defamatory or fraudulent, or to perform any act that breaches the rights of any third party;
• our Portals will be made available subject to any unavailability caused by circumstances beyond our reasonable control which may affect your ability to execute trades with us, including any computer, communications, Internet solution or hosting facility failures or delays involving hardware, software, power or other systems not within our possession or reasonable control; and
• access to your account may be temporarily refused, limited, interrupted or curtailed due to governmental regulations or orders, system capacity limitations or equipment maintenance, repair, modifications, upgrades or relocation.

16.2 You agree to comply with all applicable laws when using our Portals and trading with us.

16.3 You agree that you will not:

• reverse engineer, decompile or dissemble our Portals or their underlying software (or any part of it), or attempt to do any of those things;
• use or attempt to use a Portal in a way that may interfere with or disrupt, damage, disable or impair the functions of the Portal, our systems or our security;
• distribute viruses, malicious code, spyware, corrupted files or any other similar software or programs that may damage the operation of a Portal or any computer hardware or software;
• use a Portal for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
• copy, transmit, reproduce (whether or not for compensation), publish, license, modify, or otherwise alter any part of a Portal in any way; or
• encourage or enable any other individual to do any of the above.

16.4 You acknowledge that our Portals may contain links to third party content. We do not endorse and are not responsible for any third party content and have no control over, or rights in, any third party content.

17. Account suspension

In the case of suspected fraud or other suspicious activities, we will report all necessary information, including names, addresses and all other requested information, to the relevant regulatory authorities. You agree that in these circumstances your account may be suspended or frozen by us or at the request of any competent regulatory authority.

We may also suspend your account in circumstances where a payment made to your account is disputed, whether pursuant to a formal dispute resolution process or otherwise.

18. Account closure

18.1 You may elect to close your account at any time by following the steps set out in the app. Furthermore, we may close your account immediately if directed to do so by a regulator or if we believe that you have:

• defaulted in any way (whether material or not) under these Terms;

broken the law or attempted to break the law; or

• given us false information.

18.2 If we decide to close your account, then we will notify you by email.

18.3 If you have any funds remaining in your account at the time you elect to close your account or we decide to close it, then we will refund those funds through a payment system you used to deposit funds. You will be responsible for any transfer fees.

19. Exclusions and limitation of liability

19.1 Despite anything else in these Terms:

• if an applicable law imposes a liability on us which cannot be excluded, but permits us to limit that liability, our liability is limited to the maximum extent permitted by law, and
• nothing in these terms excludes our liability for fraudulent activity or for any other liability which by law cannot be excluded.

19.2 Any information or assistance which we or our agents, officers or employees provide in connection with executing trades with you is given in good faith and is believed to be accurate, appropriate and reliable at the time it is given. It is provided without any warranty as to accuracy, appropriateness or reliability. To the maximum extent permitted by law neither we or our agents, officers or employees accept any liability or responsibility for any loss suffered by you as a result of your reliance on such information or assistance.

19.3 To the maximum extent permitted by law we expressly exclude:

• all warranties, guarantees, representations or terms (whether express or implied) except for those expressly set out in these Terms;
• any liability in relation to:
  • you directing us to transfer Bitcoin to an incorrect wallet or other destination;
  • any delay by a bank or other third party provider;
  • the manner in which Bitcoin may be transferred on the blockchain;
  • any unauthorised use of your account or your account login details;
  • app malfunction, breakdown, interruption or other failure, including where such failure results in our Portals being unavailable at any time;
  • loss of data, interruption to your business as a result of your use of the Portals (whether arising as a result of computer viruses or malicious code or any phishing, spoofing or other attack), or any damages which are incidental to or arise from such loss of data or interruption to business;
  • an inability to perform our obligations under these Terms because of factors beyond our control, including because of force majeure (refer Section 21).

19.4 There is the risk that Bitcoin credited to your account may be compromised and that you may lose some or all of your Bitcoin. To safeguard your holdings, we store at least 90% of all customers’ Bitcoin offline in multiple geographically-redundant secure locations. This is deemed as ‘cold-storage’. By using cold storage, we aim to prevent hackers from being able to access your holdings. Any Bitcoin stored online or in what is known as a ‘hot wallet’ is protected by multi-sig technology which is designed to protect against both theft and loss. While the aforementioned measures are put in place to reduce the risk of your Bitcoin being compromised, it is not possible for us to completely eliminate this risk. By continuing to trade with us you acknowledge and accept such risk.

19.5 We (together with our agents, officers and employees) will not be held liable for any indirect, punitive, special, or consequential damages (including loss of profits, loss of contract, loss of opportunity, loss of goodwill, loss of business reputation or loss of revenue) arising out of or in any way connected with your use of the Portals or the execution of a trade with us, whether based on negligence, strict liability or otherwise, even if we had been advised of the possibility of damages.

19.6 Subject to the foregoing, to the extent permitted by law the total aggregate liability of our liability to you under or in connection with these Terms, whether for breach of these Terms, negligence or any other tort, breach of statutory duty or otherwise, is limited to the amount you may have paid (in fiat currency) for the service that is the subject of the claim or cause of action.

20. Indemnity

20.1 You agree to indemnify us, our agents, officers and employees (each an “indemnified person”) in respect of any claim or demand made or action commenced by any person against an indemnified person or, for which an indemnified person may be liable, resulting from any direct or indirect breach by you of these Terms except to the extent that such breach was caused by our breach of these Terms. This includes, but is not limited to, any legal costs which an indemnified person incurs in relation to meeting any claim or demand or any legal costs for which it becomes liable in connection with any such claim or demand.

21. Force Majeure

21.1 Notwithstanding any other provision of these Terms, you acknowledge and agree that we will not be liable to you for any delays or failure in performance under these Terms resulting, either directly or indirectly, from any cause or condition beyond our direct control including but are not limited to:

• any act of god;
• a Government decree, proclamation or order;
• an act of terrorists, civil disturbance, war, strike or other labour dispute or disturbance;
• fire or natural disaster;
• a pandemic; and/or
• any failure, malfunction or interruption in computer services, information technology systems, equipment or software and / or internet services or network provider services (including telecommunications).

22. Intellectual property

22.1 All intellectual property rights, including but not limited to all software (including underlying code), graphic design elements and text (including content) associated with the Portals is either owned by us or licensed to us by third parties and is protected by copyright, trade mark and intellectual property laws in Australia and elsewhere in the world. You may not do anything which interferes with or breaches those laws or our intellectual property rights (including in any of the underlying software).

22.2 For the avoidance of doubt by using or attempting to use a Portal, you will not obtain any interest in the intellectual property rights associated with the Portal.

23. Helpdesk and dispute resolution

23.1 Any dispute or complaint in relation to these Terms or your use of our services generally should be promptly referred to our customer service team so that attempts can be made to reach an amicable resolution.

23.2 You can contact our customer service team with details of a complaint at any time by clicking on the “Need Help” icon in the app to access general FAQs or to create a new support ticket enquiry.

24. Assignment

24.1 We may, at any time:

• appoint or engage an agent to perform any of our obligations arising out of or pursuant to these Terms; or
• assign and transfer, to any person, all or any of our rights, duties or obligations arising in, under or from these Terms, provided that the assignee agrees to assume any duties or obligations which we owe to you under these Terms.

24.2 You acknowledge and agree that your account is non-transferable and that you must not sell, or otherwise deal with or assign your rights (including the right to any Bitcoin credited to your account), duties or obligations arising in or under these Terms.

25. Changes to these terms

25.1 We are continuously developing our service offerings and that means we may need to make changes to these Terms and / or our Privacy Policy from time to time.

25.2 We will notify you of any changes to these Terms. Your continued use of your account will be considered to be acceptance of any changes that have been notified to you.

26. Communications

26.1 You agree and consent to receiving all communications, agreements, documents, notices and disclosures (collectively, “Communications”) that we provide in connection with the Terms or the use of your account electronically. We will provide these Communications to you by posting them on our Portals, emailing them to you at the email address you provided when setting up your account (or any substitute address you notify us of), and/or through other electronic communication such as text message or mobile push notification.

26.2 All communications (including the Communications) between us must be in English.

27. Set-off

Without limiting our rights under any other provision of these Terms or otherwise at law, any debt due from you to us or any other claim to money which we may have against you, whether for damages or otherwise, under these Terms or any other contract between us, may be set-off in full by us against any credits (whether relating to funds or Bitcoin) in your account.

28. General

28.1 These Terms, together with our Privacy Policy, form the entire agreement between you and us in respect of your use of the Portals and your account (including using your account to trade with us) and supersede any prior agreements.

28.2 If any provision in these Terms is deemed to be void or unenforceable in any jurisdiction, that provision will be read down to the extent necessary to make it valid and enforceable in that jurisdiction and to the extent that it cannot be so read down, will be severed from these Terms.

28.3 These Terms are governed by the laws of Victoria, Australia. By accepting these Terms you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Victoria, Australia and courts of appeal from them.

28.4 In relation to these Terms, no delay or failure to act will be construed as a waiver of or in any way prejudice, any of our rights. No waiver will be effective unless it is in writing. A waiver of a breach will not waive any other breach.