Coursenvy, Coursenvy.com, Learn.Coursenvy.com, EnvyAds.com, Coursenvy Ad Agency (CE Ad Agency) are all owned and operated by COURSENVY LLC.
YOU (“YOU”) AGREE THAT USING ANY OF THE COURSENVY LLC FAMILY OF WEBSITES, WHICH INCLUDES THIS WEBSITE (COLLECTIVELY “WEBSITE”), INDICATES YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS SET FORTH BELOW (“AGREEMENT”). THIS AGREEMENT GOVERNS YOUR USE OF THIS WEBSITE AND ALL CONTENT CONTAINED ON THIS WEBSITE MADE AVAILABLE BY COURSENVY LLC, A UTAH LIMITED LIABILITY COMPANY, AND OUR SUCCESSORS AND/OR ASSIGNS (“WE” OR “US”).
Prohibited Access for Persons Under the Age of 18.
IF YOU ARE UNDER THE AGE OF 18, YOU ARE RESTRICTED FROM USING ANY PORTION OF THIS WEBSITE AND YOU MUST EXIT THIS WEBSITE IMMEDIATELY.
No Third-Party Affiliation
We are not affiliated with or sponsored by Facebook, Google, Twitter, Pinterest, Instagram or any other third-party platform provider we reference. Any references made on this Website to any established trade names, trademarks, service marks, product names or any other third-party intellectual property including, but not limited to, Facebook, Google, Twitter, Pinterest, Instagram, etc., is strictly used for reference and identification purposes only. No affiliation or sponsorship or any other type of relationship exists between us and the brand owners of any registered trademark, trade name or service mark, or of any specific service referenced on this Website in connection with any of our Courses.
Limited Access Rights
You are permitted to view and access the content contained on this Website, any logos, text, graphics, headers, banners, images, coding, tags, videos, audio recordings, podcasts and similar recordings, applications, files or any other separate website element or feature/tool made available to You (collectively referred to as “Materials”). You agree that no joint venture, partnership, employment or agency relationship exists between You and us as a result of this agreement or your use of this Website. You are responsible for obtaining and maintaining all equipment and services needed for your access to and use of this Website and are responsible for all related charges.
Course Access Rights
You are hereby granted revocable, non-exclusive and non-transferable rights to access and use all free online marketing and sales educational course (“Course”) materials made available to you including, but not limited to, all text, images, graphics and audio and/or video files for your internal use only, across any and all devices you own, whether made available to You for download directly or hosted on our Website for your direct access online. Your rights to access and use all separate Course materials that you download directly for your internal use are perpetual. Notwithstanding, we may terminate your rights to access and use any such free Course materials hosted directly on our Website at any time in our sole discretion.
General Website Use Restrictions
As a condition of your access and use of this Website, You agree that: i) You will only use this Website and/or any of the Materials for personal, non-commercial purposes; ii) You will not to use the Website in any manner that could damage, disable, overburden, or impair the Website or interfere with another person’s use and enjoyment of the Website, including uploading or introducing files that contain viruses, corrupted files, or any other similar software or other applications or programs that cause damage or interference with any computer, server or network; iii) You will not engage in any unauthorized use of any Materials in a manner that violates copyright laws, trademark laws or the laws of privacy and publicity of another; iv) You will not to use any data mining, robots, engage in any “harvesting or similar data gathering or extraction methods in connection with this Website; v) You will not otherwise engage in any hacking or attempt to gain unauthorized access to any portion of this Website; and vi) You agree to comply with all applicable laws and regulations of the United States and any other applicable International treaty, law or regulation governing your use of this Website. Use of this Website for any of the foregoing reasons is strictly prohibited. Additional use restrictions are contained elsewhere in this Agreement.
Course Global Use Restrictions
You are not authorized to: (i) resell or sublicense any digital (intangible) Course or any separate Course materials; (ii) copy or reproduce (or allow any third-parties to copy or reproduce), distribute, transmit, display or publish any digital, intangible Course or any separate Course materials in any form, format, or method including electronic, mechanical, photocopying, recording or electronic information storage and retrieval or any other means, either in its original state or in any subsequently modified state; (iii) modify any digital, intangible Course or any separate such Course materials, create derivative works from or reverse engineer, reverse assemble, disassemble or decompile any Course or any separate Course materials part thereof or otherwise attempt to use unauthorized versions of any Course materials for purposes including (without limitation) building a product similar to or competitive with any such Course; or (iv) otherwise use any Course materials as part of a product or service for any commercial use or purpose whatsoever or in any way exploit such Course or any separate Course materials, in whole or in part, except as otherwise expressly permitted in this Agreement and any other agreement applicable to your use of any Course materials. Notwithstanding any restrictions contained in this license, you have the right to print any Course materials made available to You for direct download (pdf or word document files) directly for your own personal use. Except as expressly stated herein, this grant of license does not convey any other rights in and to any Course materials, express or implied, or ownership of or any other intellectual property rights in and to any digital or tangible Course materials You may not remove or obscure our copyright notice contained on any Course materials.
Compliance with Applicable Laws
We make no representation that the Materials available on this Website are appropriate or available for use in your jurisdiction. You are solely responsible for compliance with local laws in your jurisdiction or territory, to the extent applicable. Access and use of this Website from any jurisdictions where the Materials are illegal is strictly prohibited and we shall have no liability to You whatsoever in such case.
Our Intellectual Property
All Materials are either owned or licensed by us and are protected under our proprietary rights. Commercial use of any of the Materials contained on this Website is strictly prohibited. Except as otherwise stated, none of the Materials may be saved, downloaded, copied, reproduced in any electronic, digital or mechanical format or medium or by way of photocopying or otherwise, and may not be disseminated, distributed, re-published or used for any public display or performance, in any form or manner whatsoever without our prior written consent. We reserve the right to limit the amount of Materials displayed on this Website. You are restricted from, modifying or altering any copyright or other proprietary notice, or trademarks from any of the Materials found on this Website. In addition, the “look and feel” of this Website (including the unique combination of Website colors, page headers, graphics, icons, images and scripts, etc.) is considered by us to be valuable and protectable trade dress and may not be copied, imitated, or used (in whole or in part) by You without our prior written permission. This Website and all separate Website elements are protected under United States copyright laws. You may not engage in any “framing” of any page of this Website or otherwise of any of the Materials on this Website. Some of the Materials on this Website include embedded video and/or audio recordings and may include podcasts and other similar downloadable video or audio files from time to time. All video and audio recordings and files are owned by us unless otherwise stated in those Materials. Additionally, this Website may contain embedded video or audio recordings from external servers and third-party websites including, but not limited to, YouTube.com, Google Video, etc. All such embedded recordings are owned by us regardless of whether they are hosted by any such third-party websites and/or external servers.
All logos or any other trademarks, trade names or service marks and/or any other marks or logos posted on this Website, whether marked or unmarked, is either owned by us, an affiliate or subsidiary, or by some third party. No trademarks, trade names, service marks, etc. posted on this Website may be used without the prior written consent of the owner. We retain all rights, ownership, title and interest in all trademarks, trade names or service marks contained on the Website owned by us, whether or not we have registered for or have been granted any such protections under State and/or Federal law. Additionally, any use of any metatags or any other tags or text not openly visible on this Website which utilizes our name, trademark, service mark, or uses the name of any product or service offered by us without our prior written permission is strictly prohibited. You are restricted from “co-branding” this Website with any third-party website, product or business. This means You are restricted from copying any trademark, logo, service mark, trade name or any other Materials on this Website and displaying the same on any other website in any manner that would provide any viewer to reasonably conclude that such website is or could be affiliated with this Website and/or the Website operator and/or has permission to display the contents of this Website or any Materials.
Our External Links Policy
We grant You permission to link to this Website, including “deep linking” to web pages within this Website. However, at all times You agree that: (1) You will only use a text link to link to this Website as it appears on your website and You will not use any trademark or logo or incorporate any type of “image link on your website using any of the Materials; (2) You will not engage in any “scraping” of the Materials by any means (i.e., extracting content from the Website and reformatting it, aggregating it with other content or redistributing it other than in its complete and original format); (3) You will not engage in any “framing” of any pages of this Website or any of the Materials by copying any displaying any portions thereof through use of any in-line links or by any other manner; and (4) You agree to display any web page within this Website in full including all trademarks, advertising, banner ads and all other promotional materials, unaltered and without any additional content not included on the original webpage, including any frame, border, margin, design, logo, branding, third party trademark or any other advertising or promotional materials not displayed on the original webpage.
We reserve the right at any time, in our sole discretion, to revoke your right to link to any webpage on this Website. Any other use by You of any external links to this Website made in any manner other than according to these terms is strictly prohibited. Notwithstanding the foregoing, You, or any of your employees, agents, affiliates or any other person or entity under your control, are restricted from placing any type of external link to this Website on any website that has been penalized or de-indexed by Google or any other major search engine due to the website’s content, spam practices, any malware/viruses contained on the website(s) or due to any other activities whatsoever in violation of the terms or policies of such search engine. In addition, You agree that You will immediately cause the removal of any links to this Website from any such third-party website(s) which has/have in fact been penalized or de-indexed by Google or any other major search engine, or which otherwise has/have caused us to suffer a decrease in search engine rankings, incur any search engine penalties or suffer any other damages due to the existence of any links to our Website
DMCA and Trademark/Service Mark Policy
We will, in appropriate circumstances as determined in our sole discretion, terminate the rights of any of our clients utilizing our Services to submit, upload or post any of their own content onto their dashboard using our Services. If any such content uploaded by any of our clients using our Services infringes upon any third-party intellectual property rights, we will investigate notices of copyright infringement and take appropriate actions pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) (“DMCA”). Please see our DMCA Policy on this Website for more details and how to notify us of any alleged infringing materials appearing on this Website or as content in any SMS or MMS text message received by you or otherwise sent by one of our customers.
Our Affiliate Compensation
We provide links to third-party websites in order for you to purchase other products, tools or services offered by third-party providers. We are paid affiliate commissions, referral fees, or we may receive other consideration, such as free products, gift cards or rebates any time you purchase any other products or services through this Website. We also receive consideration from such third parties in connection with our endorsement or honest review of any of their goods or services. However, we only endorse products or services that we are actually familiar with, have used or tested and that we genuinely believe are effective and can benefit our users. We are also a participant in the Amazon Services LLC Associates Program, an affiliate advertising program designed to provide a means for sites to earn advertising fees by advertising and linking to Amazon.com.
GENERAL Information Accuracy
Every effort has been made to ensure the completeness and the accuracy of the information contained on this Website or contained in any free Course materials that we may provide. However, we make no guarantees, warranties or representations as to the accuracy of the information contained on this Website or contained in any Course materials, or the quality of such information, its usefulness or reliability, and we assume no responsibility for any errors, omissions or any inconsistencies. In addition, events or changes occurring after some Course materials were created may render some of the information contained therein as obsolete. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE ACCURACY, QUALITY, USEFULNESS OR RELIABILITY OF THE INFORMATION OR ANY RECOMMENDATIONS CONTAINED ON THIS WEBSITE OR CONTAINED IN ANY COURSE MATERIALS MADE AVAILABLE TO YOU OR THAT SUCH INFORMATION OR ANY RECOMMENDATIONS WILL MEET YOUR EXPECTATIONS OF USE. YOU AGREE TO ASSUME THE SOLE RISK ASSOCIATED WITH YOUR USE AND/OR RELIANCE UPON ANY OF THE INFORMATION OR RECOMMENDATIONS CONTAINED ON THIS WEBSITE AND/OR IN ANY COURSE MATERIALS.
Third-Party Website & Products/Services Liability Waiver
This Website contains links to third party websites not owned by us. By clicking on any external link, You understand you will be leaving this Website and will no longer be viewing any of the Materials. We have no control over the content contained in these other websites and have no obligation to review this content or information. If you decide to click on any of the links contained on this Website, You agree that You are doing so do entirely at your own risk. You agree that we are in no way responsible for the availability, reliability or performance of any websites linked to this Website, nor or we responsible for your use of or any results stemming thereof of any products or services offered by such third-parties you elect to use. You agree to waive any right to assert any claim against us and that we shall otherwise not be liable to you, directly or indirectly, for any claim of any kind or nature you should have or attempt to bring in connection with your use of such third party websites any products and/or services you use contained thereon.
Your Expected “Average” Results
All claims, statements, examples or representations depicting results achieved by using any OF OUR ONLINE MARKETING COURSES, INSTRUCTIONAL MATERIALS AND/OR VIDEOS WE SELL OR PROVIDE ACCESS TO FOR FREE on the website may represent results which are not typical and, in MANY cases, extraordinary. you should not rely upon any such representation or claim and you should generally NOT expect to achieve the RESULTS claimed anywhere on the website OR WITHIN ANY INDIVIDUAL COURSE MATERIALS YOU PURCHASE OR AS MAY APPEAR IN ANY PUBLICly-accessible MATERIALS on this website. There is never a guarantee that you will achieve the same results or make any money at all by using any of the courses offered through our Website. While we believe such results are possible and they have occurred in some if not many cases, obtaining the level of results claimed on the Website in connection with any of the Courses offered on this Website is based upon a variety of factors, including your acumen, skill, level of effort and desire, or other circumstances that may or may not apply to your use of any Course materials. We cannot predict these factors. Therefore, we make no express or implied guarantees or warranties that any claims or representations made or contained on the Website in connection with any Courses will be able to be achieved by you and we are not responsible for your success or failure in this regard. You agree to accept the sole risk and responsibility that You will achieve any of the results claimed in connection with any Courses offered by us on the Website or any positive results at all.
USE AND ACCESS OF THE WEBSITE AND OF ANY OF THE MATERIALS IS DONE AT YOUR SOLE RISK. THIS WEBSITE AND ALL MATERIALS ARE BEING PROVIDED “AS IS” AND “WITH ALL FAULTS. WE EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING YOUR USE OR THE PERFORMANCE OF THIS WEBSITE OR RELATING TO YOUR USE OF ANY OF THE MATERIALS IN ANY MANNER WHATSOEVER INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, TITLE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY REGARDING THE QUALITY, USEFULNESS, PERFORMANCE OR RELIABILITY OF THIS WEBSITE OR OF ANY MATERIALS OR THAT THIS WEBSITE OR ANY MATERIALS WILL MEET YOUR EXPECTATIONS OF USE OR THAT THIS WEBSITE WILL BE UNINTERRUPTED, SECURE, ERROR FREE OR THAT ANY DEFECTS WILL BE CORRECTED IN A TIMELY MANNER BY US. WE ARE UNDER NO OBLIGATION TO UPDATE ANY OF THE MATERIALS OR OTHER INFORMATION CONTAINED ON THIS WEBSITE. WE DO NOT WARRANT THAT THIS WEBSITE OR ANY OF THE MATERIALS ARE APPROPRIATE OR LEGAL IN YOUR JURISDICTION OR THAT THIS WEBSITE OR ANY OF THE MATERIALS WILL BE FREE FROM VIRUSES, WORMS, TROJAN HORSES OR ANY OTHER CODE, APPLICATION OR PROGRAM THAT MAY CONTAIN HARMFUL ELEMENTS.
LIMITATIONS ON LIABILITY
YOU AGREE THAT WE SHALL NOT BE LIABLE TO YOU UNDER ANY CIRCUMSTANCES FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR ANY OTHER DAMAGES OF ANY KIND INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR REVENUES, LOST DATA OR LOSS OF GOODWILL, OR FOR ANY OTHER DAMAGES WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OR INABILITY TO USE THIS WEBSITE IN ANY MANNER WHATSOEVER INCLUDING YOUR USE OR RELIANCE ON ANY OF THE MATERIALS CONTAINED ON THIS WEBSITE OR CONTAINED ON ANY THIRD PARTY WEBSITE YOU ACCESS THROUGH THIS WEBSITE. WE SHALL NOT BE LIABLE TO YOU AS STATED HEREIN REGARDLESS OF THE CAUSE OF ANY DAMAGE YOU MAY INCUR, INCLUDING ANY DAMAGES NOT FORESEEABLE BY US AND REGARDLESS OF THE NATURE OF ANY CLAIM, WHETHER FOR BREACH OF CONTRACT, BY STATUTE, FOR ANY TORTS (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE AND STRICT LIABILITY) OR FOR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE SAME. YOU ACKNOWLEDGE THAT YOU MAY BE WAIVING RIGHTS WITH RESPECT TO CLAIMS THAT ARE UNKNOWN OR ARE UNSUSPECTED. ACCORDINGLY, YOU AGREE TO WAIVE THE BENEFIT OF AND YOUR RIGHTS UNDER ANY LAW THAT OTHERWISE MIGHT LIMIT YOUR WAIVER OF SUCH CLAIMS INCLUDING, TO THE EXTENT APPLICABLE, CALIFORNIA CIVIL CODE $1542.
Exceptions to Disclaimers And Limitations
Some jurisdictions do not allow the waiver of certain warranties or the limitation of liability for certain damages. Accordingly, some of the above warranty disclaimers and limitations of liability may not apply to you. To the extent that we may not disclaim any implied warranty or limit its damages, the scope and duration of any required warranties under law and the extent of our liability shall be as limited as allowed under any applicable laws.
Indemnification by You
You agree to indemnify and hold us harmless, including our directors, officers, shareholders, members, managers, employees, agents or attorneys, to the extent applicable, from any and all claims, liabilities, legal proceedings, damages, losses, costs, expenses, or fees (including reasonable attorneys’ fees) arising from or related to: i) Your use of and interaction with this Website in any way whatsoever; or ii) any violation of the terms and conditions of this Agreement; or iii) violation of any law; or iv) violation of the rights of any third party for which any suit or legal proceeding is brought against us related to such violation. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim and agree that we shall be entitled to exercise sole discretion over the control and manner of such defense.
We intend to comply with the requirements of the CAN-SPAM Act (15 U.S.C. $ 7701 et. seq.) at all times. We do not engage in sending any unsolicited SPAM or junk mail of any kind including sending out any email communications in bulk or by a single mailing to anyone. However, if You have registered to this Website or subscribed to receive any materials from us and provided your email, You may receive promotional emails regarding upcoming product offers, sales, contests, etc. We do not consider such communications to be unsolicited SPAM. You will always have an option to opt-out of receiving any such communications from us. Please see our Privacy and Communications Policy for more information on how we use any information we collect from You.
No person who accesses or uses this Website, including any registered users, may use any information collected from this Website to send any unsolicited email communications or email communications otherwise in violation of the CAN-SPAM Act. Such activities are strictly prohibited and a violation of these terms. We will immediately terminate the user account of any registered user (to the extent applicable) who has violated this provision. If You would like to opt-out from receiving any promotional emails from us, or if You would like to contact us for any other reason relating to this policy, including making any complaints regarding any emails sent to you or our email policy in general, please contact us at firstname.lastname@example.org. Please provide the reason why you are contacting us in the body of your email and a brief subject line description.
If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.
B. Entire Agreement
Except for the Privacy and Communications Policy or the terms of any Other Agreement, these terms supersede any and all prior and existing agreements, whether oral or in writing, between You and us with respect to your use and access of this Website and constitutes the entire agreement between the parties. This Agreement will be expressly incorporated by reference in each and every agreement between You and us regarding your use and access of this Website, including the terms of any Other Agreement.
C. Arbitration. YOU AGREE TO GIVE UP YOUR RIGHTS TO BRING ANY CLAIMS RELATING TO THIS AGREEMENT OTHER THAN TO PROTECT YOUR INTELLECTUAL PROPERTY AND/OR YOUR USE OF THIS WEBSITE BEFORE A COURT OF LAW OR OTHER LEGAL TRIBUNAL AND TO RESOLVE ALL DISPUTES OR CLAIMS EXCLUSIVELY BY ARBITRATION. Except for actions to protect intellectual property rights and to enforce an arbitrator’s decision hereunder, any and all claims, disputes or controversies of whatever kind and nature, whether preexisting, present or future between You and us, our agents, employees, principals, directors, officers, shareholders, members, managers, successors and assigns, to the extent applicable, arising from or relating to this Agreement, its interpretation or validity, shall be resolved exclusively by binding arbitration pursuant to the then-current rules of the American Arbitration Association (“AAA”) and shall be administered by the AAA. Notwithstanding the foregoing, to the extent You have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in state or federal court under the terms of this Agreement.
Any arbitration proceeding shall be brought and heard in Los Angeles, California. The arbitrator shall be authorized to grant any relief available under law or in equity and any award rendered shall be final and conclusive upon the parties, except that the arbitrator shall not be authorized to award punitive damages to either You or us. Any judgment may be entered in any court having jurisdiction and the arbitrator may award reasonable costs and fees, including reasonable attorney’s fees and all arbitration fees, to the prevailing party, notwithstanding the then current rules of the AAA. You agree that a written notice requesting arbitration must be provided to us within one (1) year after the acts or occurrences supporting such a claim, without tolling for a failure to discover such act or occurrence. If You do not send a written notice to us within the requisite one (1) year period, that claim (or those claims) shall be waived and released and You shall be forever barred from asserting that claim (or those claims) in the future.
D. Venue/Choice of Law
Any and all claims, demands, controversies or legal proceedings arising out of or related to this Agreement and/or your use of this Website may only be brought exclusively in a state or federal court situated in Los Angeles, California, U.S.A and You hereby expressly agree to submit to the personal jurisdiction of such court and consent to extra-territorial service of process. Further, You waive any right to challenge the selection and choice of jurisdiction and You acknowledge that the right of selection of jurisdiction being waived by You is a valid part of the consideration of allowing access to and use of this Website by You. This Agreement shall be construed and enforced in accordance with the laws of the state of California, U.S.A., without regard to any applicable provincial conflict of laws principles and without regard to any applicable International laws, treaties or regulations.
The waiver by us of a breach of any provision of this Agreement by You shall not operate or be construed as a waiver of any other or subsequent breach by You. Any non-enforcement of this agreement by us shall not be considered a waiver of our rights to enforce the terms hereunder.
G. Termination of Website Services
We reserve the right at any time, in our absolute sole discretion, to modify or terminate, either temporarily or permanently, this Website, any of the Materials or any services or functions offered by or through this Website, with or without notice. This includes all Course materials made available to you directly on the Website. You agree that we shall not be liable to you or to any third party for any such modification or termination. These Website terms shall remain in full force and effect notwithstanding any termination of your use of the Website.
The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will be interpreted without application of any strict construction in favor of or against You or us.
These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by us without restriction. Notwithstanding, we may assign all of our rights and obligations hereunder to any third-party purchaser/assignee in the event we elect to sell and otherwise transfer rights to any of the COURSENVY LLC family of websites, including this Website.
J. Successors and Assigns. This Agreement shall inure to the benefit of any of our successors or assigns and shall continue to be binding upon You in the event of an assignment of our rights and obligations under this Agreement.
K. Severability. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction, in whole or in part, to be invalid, illegal, or unenforceable in any respect, for any reason, the validity, legality and enforceability of the remainder of that provision, any other remaining provisions, and of the entire Agreement shall not in any way be affected or impaired thereby, and shall be interpreted, to the extent possible, to achieve the purposes as originally expressed with the provision found to be invalid, illegal or unenforceable. Each provision hereof is intended to be severable, and the validity, legality, or enforceability of any provision of this Agreement shall not affect the validity, legality, or enforceability of the remainder of the Agreement.