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This Domain Registration Reseller Agreement (hereinafter referred to as the “Agreement”) is made, entered into and executed on the date on which you electronically consent to the Agreement (hereinafter referred to as the “Effective Date”), between SOLLUTIUM EU SP. Z O.O. (hereinafter referred to as “Sollutium”, “Registrar”) and you (hereinafter referred to as “You”, "Reseller"). If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such an entity to these terms and conditions, in which case the term “Reseller” shall refer to such entity. Registrar and Reseller may be referred to individually as a “Party” and collectively as the “Parties”.
WHEREAS Registrar provides various Registrar Services;
AND WHEREAS Reseller wishes to purchase and resell Registrar Services;
NOW, THEREFORE, for and in consideration of the mutual promises, benefits and covenants contained herein and for other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, Registrar and Reseller, intending to be legally bound, hereby agree as follows:
Continued Use. By using the Registrar Website, You acknowledge that You have read, understood, and agreed to all the terms and conditions of this Agreement, including any other agreements or policies (collectively “Policies”) referenced herein or that may be published by Sollutium from time to time. The operative and effective version of this Agreement and Policies is found at http://vsys.name/legal.
Amendments. Sollutium may, in its sole and absolute discretion, change or modify this Agreement and the Policies, at any time, and such changes or modifications shall be effective immediately upon posting to http://vsys.name/legal. Your use of this Registrar Website or the Registrar Services after such changes or modifications are posted shall constitute your acceptance of this Agreement and the Policies as last revised. If You object to any amendment, your sole remedy is to stop using the Registrar Website and Registrar Services, and terminate this Agreement in accordance with the termination provisions herein. It is your sole responsibility to frequently visit the Registrar Website to review the most current versions thereof. Sollutium shall not be obligated to send You any notice of amendments to this Agreement or the Policies, however it is your responsibility to ensure your Reseller Contact Details are always current. If Sollutium sends out email notices, Sollutium assumes no liability or responsibility for your failure to receive an email notification if such failure is a result of inaccurate email addresses or Reseller Contact Details information.
You acknowledge, understand and agree to the following obligations and responsibilities as a Reseller of Registrar Services:
Reporting Change of Status. You will report any material changes to the validity of your Reseller Contact Details, authorization, charter, license, residency, title, status and/or other related credentials that will affect your legitimacy or qualification to be a Reseller.
Restrictions and Right to Refuse Registrar Services: You agree to be held liable for all damages and actions against the Registrar resulting from your inappropriate or illegal use or resale of Registrar Service.
You understand and agree that any such activities listed below (“Restricted Activities”) associated with You or your account shall deemed a material breach of this Agreement, any activity that:
Violation of Restrictions. You understand and agree that violation of the Restricted Activities constitutes a material breach of this Agreement. You agree that the Registrar, in its sole discretion and without liability to You, may refuse provisioning or operation of any Registrar Services for You for violation of the Restricted Activity provisions at any time.
Indemnity. You agree to defend, indemnify, save and hold Registrar harmless in respect to all claims, demands, liabilities, costs and/or expenses resulting from a violation of the obligations and responsibilities stated in this Agreement.
Proprietary Rights in Name. You acknowledge and agree that the reselling of the Registrar Services or their subsequent use does not confer upon You or to your Customers any proprietary rights to the Registrar Services, nor does it guarantee immunity from and against any challenge to the Registrar Services by any third party, nor from the cancellation, suspension or transfer of the Registrar Services.
Third-Parties Regulations, Rules and Policies. You acknowledge that the Registrar itself is obligated and bound by its own agreements with other registrars, registries, Registry Operators, and service providers, and that their regulations and policies also apply to You as a Reseller. You agree to abide and comply with all the rules, regulations and policies that apply to resellers, and you agree to read, understand, and operate under those provisions without exception including, but not limited to the following third-parties: (a) International Corporation for Names and Numbers (ICANN); (b) Registries and Registry Operators; (c) Trademark Clearinghouse (TMCH).
Reseller’s Customer Agreements. You understand and agree to comply as a Reseller by creating and maintaining customer agreements that your Customers must enter into electronically or via paper with You that outline your Customer’s obligations and responsibilities, informs them of pricing of the services, instructs them on renewing their services and how information and personal data they provide will be collected and used (Reseller’s Customer Agreement). You also agree to post a Privacy Policy with similar requirements to Registrar’s on your Reseller site home page.
Trademarks and Service Marks. You agree not to use any copyrights, trademarks, service marks, or other intellectual property owned by Registrar or displayed on Registrar web properties or affiliate entities unless specifically authorized by Registrar. You understand that only those marks and marketing materials available within Registrar’s authorisation can be used by the Reseller to promote the Registrar Services.
Use of ICANN Name, Website and Trademarks. You understand and agree not to display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent yourself as Accredited by ICANN, unless You have written permission from ICANN to do so.
ICANN Identify Sponsoring Registrar. You agree to identify the sponsoring registrar as Sollutium EU Sp. z o. o. (Registrar) upon inquiry from any of your Customers.
ICANN Proxy Specification and Policies. You agree to comply with any ICANN-adopted Specifications or Policies that establish a program for accreditation of individuals or entities who provide proxy and privacy registration services. Among other features, the Proxy Accreditation Program may require that: (i) proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities accredited by ICANN pursuant to such Proxy Accreditation Program; and (ii) You not knowingly accepting registrations from any provider of proxy and privacy registration services that is not accredited by ICANN pursuant the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, Reseller shall comply with the Specification on Privacy and Proxy Registrations at the following URL: Registrar Accreditation Agreement includes ensuring the identity and contact information provided by your Customer of any privacy or proxy registration service offered or made available by You in connection with each registration will be held in escrow.
ICANN Registrant Educational Information. You agree to provide your Customers with a link to an ICANN webpage detailing registrant educational information.
ICANN Registrants Benefits and Responsibilities. You agree to provide your Customers with a link to the Registrants' Benefits and Responsibilities Specification and shall not take any action inconsistent with the corresponding provisions of this Agreement or applicable law. The link for the Registrants' Benefits and Responsibilities Specification.
ICANN Renewal Notices and Registrant Verification. You acknowledge and agree that the Registrar must send all ICANN required renewal notices and registration verifications, therefore, You must indicate on your website that the Registrar will be sending out these renewal notices and registration verifications. You acknowledge and agree that Sollutium will interrupt DNS post expiration to display the ICANN required renewal instructions or when registrant verification fails. You agree that if domain names are not validated, the domain name is subject to suspension or termination at Sollutium’s sole discretion.
ICANN Renewal Pricing. You understand and agree to comply by displaying all registration and renewal prices on your website (and provide a link to such page upon our request).
ICANN Registrations and Transaction Information. You acknowledge and agree that some domain names are governed, in part, by rules and policies of ICANN. These rules include registration requirements and transaction information be kept for a period of three years and that this information must be provided to ICANN upon an audit request. Understanding these requirements, for ICANN governed domain name, the Reseller agrees to maintain (a) in electronic, paper, or microfilm form, all written communications regarding domain registration transactions, confirmations, modifications, designated agent authorizations for material change of registrant, transfers or terminations and related correspondence with their customer, including registration contracts and registration whois information; and, (b) in electronic form, records of the accounts of all their clients, including dates and amounts of all payments and refunds in conjunction with any ICANN governed domain name registrations. Upon Sollutium's request, the Reseller agrees to provide any of this information to Sollutium within two (2) business days and cooperate with Sollutium in any compliance, regulatory or legal issue arising out of the registration of an ICANN governed domain name.
ICANN Material Change of Registrant. You acknowledge and agree to be compliant at all times with the latest effective version of the ICANN Transfer Policy, in particular when in case of the material change of Registrar as well as you warrant and guarantee that You as the Reseller will have provable explicit consent of the Registrant if You act as a Designated Agent for the respective Registrant. You agree to provide Sollutium with such evidence if requested.
ICANN Compliance. You acknowledge and agree that you are fully and solely responsible for complying with all applicable policies and procedures.
gTLD Registry Compliance. You acknowledge that You have read and are operating in compliance with rules and policies of the respective generic top-level-domain (gTLD) registries.
ccTLD Registry Compliance. You acknowledge that You have read the domain policies and you confirm that you are operating in compliance with rules and policies of the respective Country Code Top Level Domain Names (“ccTLD”) registries.
Reseller Registrant Agreement. You understand and confirm that you as a Reseller of domain names, have a legal agreement for your own Customers to enter into electronically or via paper that includes all domain name registration agreement provisions and notices required by the ICANN’s Registrar Accreditation Agreement and any ICANN Consensus Policies, as well as, provides the respective gTLD and ccTLD registry provisions and ccTLD Domain Name Registry Policies respectively.
Domain Name Ownership. Reseller understands and agrees that the registrant of the domain name (“Register Name Holder”) shall have sole legal ownership of the domain name. It is Reseller’s sole responsibility, and not the responsibility of Sollutium, to ensure that the Customer is recorded as the legal owner of the domain name and that nothing diminishes, terminates, or challenges such ownership rights. In this respect, Reseller shall not abuse or misuse, whether intentionally or unintentionally, any administrative contact abilities in any way that has the effect of diminishing, terminating, or challenging their Customer’s ownership in a domain name.
Fees. Registrar will display the current price for each Registrar Service within direct communication with the Reseller via email or within the Reseller's account. Registrar has the right to modify its pricing at any time, and any such modification will be binding and effective immediately upon notification by email to Reseller or upon being posted within Reseller's account or the Registrar’s website. Some Reseller programs may require a participation fee. If required, such participation fee will be invoiced, monthly or annually, as disclosed during the registration process. The failure to pay such fee will result in the termination of Reseller's ability to resell Registrar Services.
Chargebacks. In the event that Reseller issues a chargeback for any payment to Registrar, Registrar may immediately charge Reseller for the amount of the chargeback as well as any fees levied against Registrar by its payment processor for such chargeback. Registrar reserves the right to temporarily or permanently suspend Reseller's access to Registrar Services or terminate this Agreement if Reseller issues a chargeback to Registrar.
Taxes. Reseller shall be responsible for any and all applicable taxes in connection with this Agreement and the Registrar Services.
Disclaimer of warranty. REGISTRAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, IN CONNECTION WITH THIS AGREEMENT OR ANY OF ITS SERVICES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. FURTHER, WITHOUT ANY LIMITATION TO THE FOREGOING, REGISTRAR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND WHATSOEVER THAT REGISTRATION OR USE OF A REGISTERED NAME UNDER THIS AGREEMENT WILL PREVENT CHALLENGES TO THE REGISTERED NAME, OR FROM SUSPENSION, CANCELLATION OR TRANSFER OF ANY REGISTERED NAME REGISTERED PURSUANT TO THIS AGREEMENT.
Limitation of liability. YOU AGREE THAT REGISTRAR AND THE INDEMNIFIED PARTIES WILL NOT BE LIABLE FOR ANY OF THE FOLLOWING: (i) SUSPENSION OR LOSS OF THE REGISTERED NAME ACQUIRED PURSUANT TO THIS AGREEMENT FOR ANY REASON; (ii) USE OF THE REGISTERED NAME BY YOU OR OTHERS, WHETHER OR NOT AUTHORIZED BY YOU TO HAVE SUCH USE; (iii) INTERRUPTION OF BUSINESS; (iv) ACCESS DELAYS, DENIAL OF SERVICE (DOS) ATTACKS OR ACCESS INTERRUPTIONS TO THIS SITE OR THE WEBSITE(S) YOU ACCESS TO OBTAIN THE REGISTRAR SERVICES; (v) DATA NON-DELIVERY, MIS-DELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION; (vi) EVENTS BEYOND REGISTRAR'S OR ANY OF SUCH INDEMNIFIED PARTIES' REASONABLE CONTROL; (vii) THE PROCESSING OF ANY REGISTERED NAME; (viii) ANY FAILURES OF ENCRYPTION OR OTHER SERVICES PROVIDED; (ix) APPLICATION OF THE DISPUTE POLICY; OR (x) ANY LOSS OR DAMAGES THAT MAY RESULT FROM TERMINATION OF THIS AGREEMENT. REGISTRAR AND THE INDEMNIFIED PARTIES ALSO WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF REGISTRAR OR ANY OF SUCH INDEMNIFIED PARTIES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REGISTRAR'S OR ANY OF SUCH INDEMNIFIED PARTIES' MAXIMUM AGGREGATE LIABILITY EXCEED THE TOTAL AMOUNT PAID FOR THE REGISTRATION OF THE REGISTERED NAME THAT IS AT ISSUE FOR THE THEN-CURRENT PERIOD OF REGISTRATION.
Indemnification of Registrar. Reseller shall indemnify, hold harmless, and defend Registrar and its subsidiary and parent entities, predecessors, successors, affiliates, and assigns, the Registry Operators, and all of their respective current and former officers, directors, members, shareholders, agents, and employees (the “Indemnified Parties”) from any and all Claims. A “Claim” means any action, cause of action, suit, proceeding, claim, or demand of any third party (and all resulting judgments, bona fide settlements, penalties, damages, losses, liabilities, costs, and expenses (including without limitation reasonable attorneys' fees and costs)), which arise out of: (i) your breach of this Agreement or any of Registrar's policies applicable to domain registration or related services, (ii) the operation of your domain, (iii) any negligent act or omission by You, or (iv) any third party claim, action, or demand related to the registration or use of the domain registered in your name.
Indemnification of ICANN and Registry Operators. You agree to indemnify, defend, and hold harmless ICANN, Registry Operator(s) (including but not limited to VeriSign, Inc., Public Interest Registry, Afilias Limited, SITA, NeuLevel, Inc., and NeuStar, Inc.) and their respective subcontractors, shareholders, directors, officers, employees, affiliates and agents from and against any and all Claims arising out of or related to your domain registration and any disputes regarding the same. Some Registry Operators may not allow this indemnification provision to apply as contained herein, in such cases, this provision is in effect to the full extent permitted by law as applicable to such Registry Operators.
Intellectual Property. Subject to the provisions of this Agreement, each Party will continue to independently own its intellectual property, including all patents, trademarks, trade names, domain names, service marks, copyrights, trade secrets, proprietary processes and all other forms of intellectual property. Any improvements to existing intellectual property will continue to be owned by the Party already owning the existing intellectual property. Without limiting the generality of the foregoing, no commercial use rights or any licenses under any patent, patent application, copyright, trademark, know-how, trade secret, or any other intellectual proprietary rights are granted by Registrar to Reseller, or by any disclosure of any Confidential Information to Reseller under this Agreement. Reseller shall further ensure Reseller does not infringe any intellectual property rights or other rights of any person or entity, or does not publish any content that is libelous or illegal while using Registrar Services under this Agreement. Reseller acknowledges that Registrar cannot and does not monitor whether any services or the use of the services by Reseller under this Agreement, infringes the legal rights of others.
Reseller agrees and acknowledges that Registrar owns all rights, title and interests worldwide in Registrar's domain database (“Domain Database”), and all information and derivative works generated from such Domain Databe, including without limitation information relating to Registered Names, Registered Name Holders, and the Registrar Services provided to You. You further agree and acknowledge that Registrar may use the following information in connection with providing Registrar Services and as required for domain registrations for which Registrar is the registrar of record: (i) the original creation date of the registration; (ii) the expiration date of the registration; (iii) the name, postal address, email address, telephone number, and where available fax number of the technical contact, authorized contact, zone contact and billing contact for the domain registration; (iv) any remarks concerning the registered domain that appear or should appear in the Whois or similar database; and (v) any other information Registrar generates or obtains in connection with the provision of domain registration services, other than the domain being registered, the IP addresses of the primary nameserver and any secondary nameservers for the domain, and the corresponding names of those nameservers. Registrar does not have any ownership interest in your specific personal registration information outside of its rights in its Domain Database.
Registrar and Service Providers and their designees/agents have the right to backup, copy, publish, disclose, use, sell, modify, process this data in any form and manner as may be required for compliance with any agreements executed by Registrar to provide the Registrar Services.
Use of Confidential Information. Reseller's use and disclosure of Confidential Information disclosed hereunder are subject to the term and conditions of this section 9. With respect to the Confidential Information, Reseller agrees that: (i) Reseller shall treat as strictly confidential, and use all reasonable efforts to preserve the secrecy and confidentiality of all Confidential Information received from Registrar, including implementing reasonable physical security measures and operating procedures designed to protect the same, which in any case, shall not be less stringent than the measures Reseller takes to protect its own confidential information; and (ii) Reseller shall make no disclosures whatsoever of any Confidential Information to others, provided however, that if Reseller is a corporation, partnership, or similar entity, disclosure is permitted to Reseller's officers and employees who have a demonstrable need to know such Confidential Information, provided Reseller shall advise such personnel of the confidential nature of the Confidential Information and of the procedures required to maintain the confidentiality thereof. The obligations set forth in this section shall be continuing; provided, however, that this section imposes no obligation upon Reseller with respect to information that: (x) is disclosed after Registrar's prior written approval; (y) is independently developed by Reseller without the use of the Confidential Information; or (z) is made generally available by Registrar without restriction on disclosure.
In the event of any termination of this Agreement: (i) all Confidential Information in Reseller's possession shall be immediately returned to Registrar or, at Registrar's sole option, Reseller shall certify as to the destruction of such Confidential Information; (ii) Reseller shall provide full voluntary disclosure to Registrar of any and all unauthorized disclosures and/or unauthorized uses of any Confidential Information; and (iii) the obligations of this section shall survive such termination and remain in full force and effect for a period of five (5) years.
Reseller agrees that the Registrar shall be entitled to seek all available legal and equitable remedies for the breach of this section 9 by Reseller.
This Agreement shall be governed by the laws of Poland, without regard to its choice of law principles. Any dispute arising out of this Agreement shall be resolved through negotiations between the Parties. If it is impossible to resolve these disputes and controversies through negotiations, any disputes arising out of or related to this Agreement shall be finally settled under the Arbitration Rules of the Court of Arbitration at the Polish Chamber of Commerce in Warsaw in force on the date of commencement of the proceeding by an arbitrator or arbitrators appointed in accordance with the said Rules.
Registry Operator Rights to Contact Information. You acknowledge, understand and agree that domain name registrations require your Сustomers to provide correct and accurate contact information, and this contact information is to be shared with the Registry Operators, for their use, copying, distribution, publication, modification and any alternate use provided for in their respective Registry policies. You agree to disclose the Registry Operator’s rights and obtain consent from your Customers to provide to You correct and accurate contact information and consent that such information will be shared with the Registry Operator for whatever use the Registry Operator deems appropriate.
ICANN Whois Requirements. As required by ICANN, the contact information must be made publicly available by means of Whois, and that the Registry Operator may also be required to make this information publicly available by Whois and You agree to disclose and obtain consent by your Customer for the following: If You are a Reseller of the Registrar Services You understand and agree that You have obtained consent, and evidence of consent, from your Clients (individuals, businesses, and legal entities) for making public their domain registration information as well as use of their information pursuant to ICANN policy:
Whois Directory. Your Customer to agree that for each domain name registered by the Customer the following information will be made publicly available in the Whois directory as determined by ICANN Policy:
Whois Escrow. Your Customer agrees that the Registrar and/or the Registry Operator of a domain name may be required to archive the contact information with a reputable third-party escrow service.
Use of Whois: Your Customer agrees that Sollutium may use the public information You provide during the registration of a domain name to the extent permitted by ICANN Consent. You hereby agree to disclose and obtain consent from your Customers of all such requirements and disclosures. Further, You agree to obtain from your Customers that they represent and warrant that, if they are providing information about a third-party, they have notified the third-party of the disclosure and the purpose for the disclosure and they have obtained the third-party's consent to such disclosure. And You must disclose to your Customer that the Registrar will not process data in a way that is incompatible with your agreement with them and the Registrar will take reasonable precautions to protect data from loss or misuse.
Rights to Deny, Cancel, Transfer, Lock, Alter, Suspend. You acknowledge and agree to disclose and obtain consent from your Customers that Registrar and any respective Registry reserves the right to deny, cancel, transfer, or alter any registration or transaction, or place any domain name(s) on registry lock, hold or similar status, as it deems necessary, in its unlimited and sole discretion for the following:
Breach of Agreement. Your right to resell the Registrar Services is subject to cancellation or suspension for unresolved breaches of this Agreement and/or suspension or cancellation is required by any policy now in effect or adopted later.
Complete Compliance. You acknowledge, understand and agree that your failure to comply completely with this Agreement is a material breach and Sollutium may provide You with notice of such breaches either in writing or electronically (i.e. email) for which You will have ten (10) calendar days to rectify the breach. Failure to rectify a breach may result in termination of this Agreement, which may include, but is not limited to, canceling your right to resell, discontinuing Registrar Services provided to You by Sollutium, or completely terminating your account. No Fees will be refunded to You should your Registrar Services be canceled or terminated because of a breach.
Force Majeure. Neither Party shall be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed or prevented by reason of any act of God, fire, natural disaster, accident, riots, acts of government, or any other cause beyond the reasonable control of such Party; provided, that the Party whose performance is affected by any such event gives the other Party written notice thereof within ten (10) Business Days of such event or occurrence.
Assignment. Reseller may not assign or transfer this Agreement or any of Reseller's rights or obligations hereunder, without the prior written consent of the Registrar. In addition, Reseller must comply with any applicable ICANN inter-registrar transfer process. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. You agree that the Registrar may transfer your domain name from one accredited registrar to another accredited registrar without requiring your consent, to the extent not prohibited by ICANN or applicable registry rules or by applicable law.
Publicity. Reseller shall not create, publish, distribute, or permit any written, oral, or electronic material that makes reference to Registrar or its Service Providers or uses any trademarks or service marks of Registrar or its Service Providers without prior written consent. Reseller gives Registrar the right to recommend and/or refer Reseller's name and details to Customers, and use Reseller's name in marketing and promotional material with regard to its use of the Registrar Services.
Notice. Notice to Reseller shall be sufficiently given if provided in writing and transmitted by email to the current email address included in the Reseller Contact Details. Notice to the Registrar shall be sufficiently given only if in writing and transmitted by email to the current email address info@sollutium.com.
Survival. In the event of termination of this Agreement for any reason, Sections: Warranty Disclaimer; Limitation of Liability, Indemnification, Intellectual Property, Confidentiality and Governing Law, in addition to any section that by its nature should survive termination, shall survive.
Language. All notices, designations, and specifications made under this Agreement shall be made in the English language only.
Disclaimer. There are no representations, warranties, conditions or other agreements, express or implied, statutory or otherwise, between the Parties in connection with the subject matter of this Agreement, except as specifically set forth herein.
No Third-Party Beneficiaries. This Agreement does not provide and shall not be construed to provide third parties (i.e., non-parties to this Agreement), including any Customer or a prospective customer of Reseller with any remedy, claim, and cause of action or privilege against Registrar or its Service Providers.
Independent Contractors. Reseller and Registrar are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, and sales representative or employment relationship between the Parties. Reseller will have no authority to make or accept any offers or representations on Registrar's behalf. Reseller will not make any statement, whether on its Website or otherwise, that reasonably would contradict anything in this Agreement.
Entire Agreement; Severance. This Agreement, which includes the specific policies referenced herein, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes any prior agreements, representations, statements, negotiations, understandings, proposals or undertakings, oral or written, with respect to the subject matter expressly set forth herein. If any provision of this Agreement shall be held to be illegal, invalid or unenforceable, each Party agrees that such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.
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