SEWING PARTS ONLINE VISITOR AND CUSTOMER AGREEMENT
February 27, 2014
1. Eligibility. By using the SPO Website, you represent and warrant that (a) all information you submit is truthful and accurate; (b) you will maintain the accuracy of such information; (c) you are 18 years of age or older; and (d) your use of the SPO Website does not violate any applicable law or regulation.
2. Copyright / Intellectual Property Policy. You should assume that everything you see or read on the SPO Website is copyrighted by SPO unless otherwise noted and that you may not use any of the images, videos, photography, graphics, artwork, text, and other information and material found on the SPO Website without the permission of SPO. The SPO name (“Sewing Parts Online”), and the SPO logo are trademarks of SPO or its subsidiaries, affiliates, or licensors. All other names, brands, and marks are used for identification purposes only and are the trademarks of their respective owners. You may not use or display the SPO trademarks without the prior written permission of SPO. You may not “scrape”, “frame,” or “mirror” any parts of the SPO Website without the written permission of SPO. Any unauthorized duplication, reproduction, distribution, derivative work of the copyrighted material on the SPO Website is copyright infringement, subject to all penalties and damages under the United States Copyright Act, 17 USC §§ 101, et seq. Without limiting the foregoing, if you believe that your work has been copied and posted on the SPO Website in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the SPO Website; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf. SPO's Copyright Agent for notice of claims of copyright infringement can be reached as follows: Sewing Parts Online, 189 Beasley Drive, Dickson, TN 37055, or firstname.lastname@example.org.
3. Product and Company Trademarks of Items and Material on the SPO Website: All product and company names are trademarks™ or registered® trademarks of their respective holders and owners. Use of these trademarks on the SPO Website does not imply any affiliation with or endorsement by them, unless otherwise noted by us as an “Authorized Dealer.” To be clear, we are not authorized dealers of all of the products that we sell on the SPO Website. If you have a question or concern about whether we are an “authorized dealer” for a specific brand or product, you agree to contact us at email@example.com before purchasing any product through the SPO Website. By contacting us prior to purchasing a product, we can provide you all available information in order to prevent any confusion about any possible affiliation, connection, or association, as to the origin, sponsorship, or approval of the goods and services listed on the SPO Website. As of February 26, 2014, the following products we sell on the SPO Website are registered trademarks of the following owners:
ALPHASEW® (USPTO Reg. #2163507) is a registered trademark of PD Sixty Distributor Incorporated, 5065 Avalon Ridge Parkway, Norcross, GA 30071.
BABY LOCK® (USPTO Reg. #1324059, 1152957) is a registered trademark of Juki Co., Ltd., Japan 11-11, 1-chome Kudan-kita, Chiyoda-ku, Tokyo 102-0073.
BERNETTE® (USPTO Reg. #1407394, 1301268) is a registered trademark of Bernina International Ag, Seestrasse, 8266 Steckborn, Switzerland.
BERNINA® (USPTO Reg. #3150443, 2408358, 1379565, 0558505) is a registered trademark of Frigorifico Tacuarembo, S.A. Corporation, Piedras 437, Montevideo, Uruguay.
BROTHER® (USPTO Reg. #3167784, 3243683, 3981459; USPTO Serial #85710029) is a registered trademark of Brother Industries, Ltd., 15-1 Naeshiro-cho Mizuho-ku, Nagoya-shi, Japan 467-856.
ELNA® (USPTO Reg. #0785555, 0356537, 0738573) is a registered trademark of Elna International Corp., 19 Chemin Du Champ-Des-Filles 1228 Plan-Les-Quates, Switzerland.
EURO-PRO® (USPTO Reg. #2053143) is a registered trademark of Euro-Pro Operating LLC, 180 Wells Avenue Suite 200, Newton, Massachusetts 02459.
HUSQVARNA® (USPTO Reg. #3790326) is a registered trademark of Husqvarna, Aktiebolag LLC, Drottninggatan, 2 SE-561 82, Huskvarna, Sweden.
JANOME® (USPTO Reg. #3526297, 2019523, 0614776) is a registered trademark of Janome Sewing Machine Company Limited Corp., 1463 Hazama-Machi, Hochioji City, Tokyo, Japan.
JUKI® (USPTO Reg. #0852675) is a registered trademark of Juki Kabushiki Kaisha (Juki Corporation), No. 2-1, 8 Chome, Kokuryo-Machi, Chofu-Shi, Tokyo, Japan.
KENMORE® (USPTO Reg. #944713, 3944714) is a registered trademark of KCD IP, LLC, 3333 Beverly Road, Hoffman Estates, IL, 60179.
NECCHI® (USPTO Reg. #0586320) is a registered trademark of Necchi Macchine Per Cucire S.R.L. Corporation, Viale Della Repubblica, 34 1-27100, Pavia, Italy.
NEW HOME® (USPTO Reg. #0060078) is a registered trademark of Janome America, Inc., 10 Industrial Ave, Mahwah, NJ 07430.
PFAFF® (USPTO Reg. #0648906) is a registered trademark of Ksin Luxembourg Ii, S.Ar.L. Company, Rue Des Glacis, Luxembourg, Luxembourg L-1628.
RICCAR® (USPTO Reg. #0742305) is a registered trademark of Tacony Corporation, 1760 Gilsinn Lane Fenton, Missouri, 630260.
SIMPLICITY® (USPTO Reg. #3865506, 2280074, 1482464, 1426278) is a registered trademark of Simplicity Pattern Co. Inc., 261 Madison Avenue New York, NY 10016.
SINGER® (USPTO Reg. #3632491, 3392601, 0577125, 0786974, 0064950, 0049602, 0049601, 0049600, 0049599) is a registered trademark of KSIN Luxembourg III, S.ar.l. 1, rue des Glacis, L-1628 Luxembourg.
VIKING® (USPTO Reg. #2737000, 2580578,1013813) is a registered trademark of KSIN Luxembourg III, S.ar.l. 1, rue des Glacis, L-1628 Luxembourg.
WHITE® (USPTO Reg. #1054230) Electrolux Home Products, Inc., Suite 250, 20445 Emerald Parkway SW, Cleveland, OH, 441350.
5. Disclaimers. SPO is not responsible for any incorrect or inaccurate content posted on the SPO Website or in connection with the SPO Services and/or SPO Product. Some pages may contain links to other websites; SPO is not responsible for the content, accuracy, or opinions expressed on such websites. Inclusion of any linked website does not imply approval or endorsement of the linked website by SPO. When you access these third-party sites, you do so at your own risk. You understand that SPO cannot and does not guarantee or warrant that files available for downloading and/or viewing on the SPO Services will be free of viruses, works, Trojan horses, or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. You will be responsible for the security of your password.
6. Manuals and Descriptions of Products: Any manual and/or product information material available on the SPO Website is provided as a convenience to you only. You are not authorized to download the manuals except for personal use in connection with equipment or parts you own or operate. You are responsible for entering the correct equipment model number to retrieve the correct manual. We are not responsible for any damages resulting from the use of or reliance on an incorrect manual obtained from the SPO Website, or resulting from your negligent acts or omissions when using such manual. Reasonable care has been taken to ensure that all information on the SPO Website is true and correct; however, the SPO Website may unintentionally contain inaccurate information, whether due to the age of information, error, or omission. Contact SPO at firstname.lastname@example.org if you become aware of inaccurate information or material.
7. Posts & Comments. By posting information, comments, and/or content on the SPO Website, you understand and agree that the material you post will become part of SPO Website record and will not be removed simply by your request. By posting information, comments, and/or content to any area of the SPO Website, such as customer reviews or product reviews, you automatically assign the copyright in the content to SPO. This Agreement constitutes a written agreement for purposes of the Copyright Act, and you hereby affirmatively acknowledge the transfer of the copyright to SPO. In addition, you agree that SPO maintains irrevocable rights to control your published post(s), including the irrevocable right to exploit your posted name, screen name, and location, in any SPO advertising campaign, promotional activity, and/or in commerce without your consent.
8. Limitation on Liability. In no event shall we, our affiliates, employees, successors or assigns, our suppliers, or other third parties mentioned at this site or any of their respective owners, officers, employees, agents, or other representatives be liable for any damages (including, without limitation, incidental, consequential, or punitive damages and those resulting from lost profits, lost data or business interruption) arising out of the purchase of any SPO Product or Service, the shipment of any SPO Product, the use, inability to use, or the results of use of the SPO Website or SPO Service, any web sites linked to the SPO Website, whether based on warranty, contract, tort, or any other legal theory and whether or not we are advised of the possibility of such damages. If your use of the SPO Product, SPO Services, materials, or information from this site results in the need to service, repair, or correct equipment, you assume all costs of such activities. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US FOR ANY SERVICE OR PRODUCT.
9. Disputes. If there is any dispute about or involving an SPO Product or SPO Service (whether in tort or contract), you expressly agree that the dispute shall be governed by the laws of the State of Tennessee, USA, without regard to conflict of law provisions, and you agree to EXCLUSIVE personal jurisdiction and venue in the state and federal courts of the United States located in the State of Tennessee, City of Dickson. If an action is brought to enforce the terms of this Agreement, then the prevailing party in that action shall be entitled to recover its costs and attorneys' fees in that action.
10. Indemnity. You agree to indemnify and hold SPO, its subsidiaries, and affiliates, and their respective owners, officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your use of the SPO Services or SPO Product, that is in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations set forth above that causes SPO to be liable to another or be accused of being liable to another.
11. Other. This Agreement is accepted upon one or more of the following acts: (1) your use of the SPO Website, including the browsing of the SPO Website; (2) your use or purchase of any of the SPO Services; (3) your purchase of SPO Product from the SPO Website; (4) downloading any information or material from the SPO Website; (5) contacting SPO by US Mail, phone, fax, or email; and (6) your entering into a financial transaction on the SPO Website. If you utilize the SPO Services or purchase SPO Product(s), we may use your name or company name (or logo) on the SPO Website as a listed “past customer,” unless you instruct us otherwise. This Agreement constitutes the entire agreement between you and SPO. The failure of SPO to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. This Agreement operates to the fullest extent permissible by law. If any provision of this Agreement is unlawful, void or unenforceable, that provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.Please contact us at: email@example.com with any questions regarding this Agreement.
SEWING PARTS ONLINE AFFILIATE AGREEMENT
This Agreement contains the terms and conditions that apply to you becoming an affiliate in SewingPartsOnline.com's Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the SewingPartsOnline web site. Please note that throughout this Agreement, "we," "us," and "our" refer to SewingPartsOnline.com, and "you," "your," and "yours" refer to the affiliate.
2. Affiliate Obligations
2.1. To begin the enrollment process, you will complete and submit the online application at: http://www.sewingpartsonline.com/afad.html. We reserve the right to reject your application at our sole discretion. We may cancel your application if we determine that your site is unsuitable for our Program, including if it:
2.1.1. Promotes sexually explicit materials
2.1.2. Promotes violence
2.1.3. Promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age
2.1.4. Promotes illegal activities
2.1.5. Incorporates any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
2.1.6. Includes "SewingPartsOnline " or variations or misspellings thereof in its domain name
2.1.7. Is otherwise in any way unlawful, harmful, threatening, defamatory, obscene, harassing, or racially, ethnically or otherwise objectionable to us in our sole discretion.
2.1.8. Contains software downloads that potentially enable diversions of commission from other affiliates in our program.
2.1.9. You may not create or design your website or any other website that you operate, explicitly or implied in a manner which resembles our website nor design your website in a manner which leads customers to believe you are SewingPartsOnline.com or any other affiliated business.
2.2. As a member of SewingPartsOnline.com's Affiliate Program, you will have access to the Affiliate Account Area. Here you will be able to review your account information, our Program’s terms and conditions and generate tracking links (that provides for links to web pages within the SewingPartsOnline.com web site. In order for us to accurately keep track of all guest visits from your site to ours, you must use the HTML code that we provide for each banner, text link, or other affiliate link we provide you with.
2.3. SewingPartsOnline.com reserves the right, at any time, to review your placement and approve the use of Your Links and require that you change the placement or use to comply with the guidelines provided to you.
2.4. The maintenance and the updating of your site will be your responsibility. We may monitor your site as we feel necessary to make sure that it is up-to-date and to notify you of any changes that we feel should enhance your performance.
2.5. It is entirely your responsibility to follow all applicable intellectual property and other laws that pertain to your site. You must have express permission to use any person's copyrighted material, whether it be a writing, an image, or any other copyright-able work. We will not be responsible (and you will be solely responsible) if you use another person's copyrighted material or other intellectual property in violation of the law or any third party rights.
3. SewingPartsOnline.com Rights and Obligations
3.1. We have the right to monitor your site at any time to determine if you are following the terms and conditions of this Agreement. We may notify you of any changes to your site that we feel should be made, or to make sure that your links to our web site are appropriate and to notify you further of any changes that we feel should be made. If you do not make the changes to your site that we feel are necessary, we reserve the right to terminate your participation in the SewingPartsOnline.com Affiliate Program.
3.2. SewingPartsOnline.com reserves the right to terminate this Agreement and your participation in the SewingPartsOnline.com Affiliate Program immediately and without notice to you should you commit fraud in your use of the SewingPartsOnline.com Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, SewingPartsOnline.com shall not be liable to you for any commissions for such fraudulent sales.
3.3. This Agreement will begin upon our acceptance of your Affiliate application, and will continue unless terminated hereunder.
Either you or we may end this Agreement AT ANY TIME, with or without cause, by giving the other party written notice. Written notice can be in the form of mail, email or fax. In addition, this Agreement will terminate immediately upon any breach of this Agreement by you. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, the updated terms can be found in the Affiliate Account section of SewingPartsOnline.com. Modifications may include, but are not limited to, changes in the payment procedures and SewingPartsOnline.com's Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in SewingPartsOnline.com's Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Payments will be issued, on a monthly basis, via written check and sent via USPS mail to the address listed in your SewingPartsOnline.com Affiliate Account. Payment will only be issued once you have reached the $50 USD threshold.
7. Access to Affiliate Account Area
You will create a password so that you may enter SewingPartsOnline.com’s secure affiliate account interface. From our site you will be able to receive your reports that will describe our calculation of the commissions due to you.
8. Promotion Restrictions
8.1. You are free to promote your own web sites, but naturally any promotion that mentions SewingPartsOnline.com could be perceived by the public or the press as a joint effort. You should know that certain forms of advertising are always prohibited by SewingPartsOnline.com. For example, advertising commonly referred to as "spamming" is unacceptable to us and could cause damage to our name. Other generally prohibited forms of advertising include the use of unsolicited commercial email (UCE), postings to non-commercial newsgroups and cross-posting to multiple newsgroups at once. In addition, you may not advertise in any way that effectively conceals or misrepresents your identity, your domain name, or your return email address. You may use mailings to customers to promote SewingPartsOnline.com so long as the recipient is already a customer or subscriber of your services or web site, and recipients have the option to remove themselves from future mailings. Also, you may post to newsgroups to promote SewingPartsOnline.com so long as the news group specifically welcomes commercial messages. At all times, you must clearly represent yourself and your web sites as independent from SewingPartsOnline.com. If it comes to our attention that you are spamming, we will consider that cause for immediate termination of this Agreement and your participation in the SewingPartsOnline.com Affiliate Program. Any pending balances owed to you will not be paid if your account is terminated due to such unacceptable advertising or solicitation.
8.2. Affiliates shall not bid in their Pay-Per-Click campaigns on keywords such as SewingPartsOnline.com, SewingPartsOnline, www.SewingPartsOnline, www. SewingPartsOnline.com, and/or any misspellings or similar alterations of these – be it separately or in combination with other keywords – and do not direct the traffic from such campaigns to their own website prior to re-directing it to ours, will be considered trademark violators, and will be banned from SewingPartsOnline.com’s Affiliate Program. We will do everything possible to contact the affiliate prior to the ban. However, we reserve the right to expel any trademark violator from our affiliate program without prior notice, and on the first occurrence of such PPC bidding behavior.
8.3. Affiliate shall not transmit any so-called “interstitials,” “Parasiteware™,” “Parasitic Marketing,” “Shopping Assistance Application,” “Toolbar Installations and/or Add-ons,” “Shopping Wallets” or “deceptive pop-ups and/or pop-unders” to consumers from the time the consumer clicks on a qualifying link until such time as the consumer has fully exited SewingPartsOnline site (i.e., no page from our site or any SewingPartsOnline.com’s content or branding is visible on the end-user’s screen). As used herein a. “Parasiteware™” and “Parasitic Marketing” shall mean an application that (a) through accidental or direct intent causes the overwriting of affiliate and non-affiliate commission tracking cookies through any other means than a customer initiated click on a qualifying link on a web page or email; (b) intercepts searches to redirect traffic through an installed software, thereby causing, pop ups, commission tracking cookies to be put in place or other commission tracking cookies to be overwritten where a user would under normal circumstances have arrived at the same destination through the results given by the search (search engines being, but not limited to, Google, Bing, Yahoo, Ask, DuckDuckGo, Baidu and similar search or directory engines); (c) set commission tracking cookies through loading of SewingPartsOnline site in IFrames, hidden links and automatic pop ups that open SewingPartsOnline.com’s site; (d) targets text on web sites, other than those web sites 100% owned by the application owner, for the purpose of contextual marketing; (e) removes, replaces or blocks the visibility of Affiliate banners with any other banners, other than those that are on web sites 100% owned by the owner of the application.
9. Grant of Licenses
9.1. We grant to you a non-exclusive, non-transferable, revocable right to (i) access our site through HTML links solely in accordance with the terms of this Agreement and (ii) solely in connection with such links, to use our logos, trade names, trademarks, and similar identifying material (collectively, the "Licensed Materials") that we provide to you or authorize for such purpose. You are only entitled to use the Licensed Materials to the extent that you are a member in good standing of SewingPartsOnline.com's Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of SewingPartsOnline.com and the good will associated therewith will inure to the sole benefit of SewingPartsOnline.com.
9.2. Each party agrees not to use the other's proprietary materials in any manner that is disparaging, misleading, obscene or that otherwise portrays the party in a negative light. Each party reserves all of its respective rights in the proprietary materials covered by this license. Other than the license granted in this Agreement, each party retains all right, title, and interest to its respective rights and no right, title, or interest is transferred to the other.
SEWINGPARTSONLINE.COM MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING SEWINGPARTSONLINE.COM SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF SEWINGPARTSONLINE.COM ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, WE MAKE NO REPRESENTATION THAT THE OPERATION OF OUR SITE WILL BE UNINTERRUPTED OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.
11. Representations and Warranties
You represent and warrant that:
11.1. This Agreement has been duly and validly executed and delivered by you and constitutes your legal, valid, and binding obligation, enforceable against you in accordance with its terms;
11.2. You have the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
11.3. You have sufficient right, title, and interest in and to the rights granted to us in this Agreement.
12. Limitations of Liability
WE WILL NOT BE LIABLE TO YOU WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL SEWINGPARTSONLINE.COM'S CUMULATIVE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSION FEES PAID TO YOU UNDER THIS AGREEMENT.
You hereby agree to indemnify and hold harmless SewingPartsOnline.com, and its subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (any or all of the foregoing hereinafter referred to as "Losses") insofar as such Losses (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the affiliate trademarks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by you herein, or (iii) any claim related to your site, including, without limitation, content therein not attributable to us.
All confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the effective term of this Agreement which is marked "Confidential," will remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose such proprietary information of the other party without express written permission of the disclosing party.
15.1. You agree that you are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and SewingPartsOnline.com. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on Your Site or any other of Your Site or otherwise, that reasonably would contradict anything in this Section.
15.2. Neither party may assign its rights or obligations under this Agreement to any party, except to a party who obtains all or substantially all of the business or assets of a third party.
15.3. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Tennessee without regard to the conflicts of laws and principles thereof.
15.4. You may not amend or waive any provision of this Agreement unless in writing and signed by both parties.
15.5. This Agreement represents the entire agreement between us and you, and shall supersede all prior agreements and communications of the parties, oral or written.
15.6. The headings and titles contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms of this Agreement.
15.7. If any provision of this Agreement is held to be invalid or unenforceable, that provision shall be eliminated or limited to the minimum extent necessary such that the intent of the parties is effectuated, and the remainder of this agreement shall have full force and effect.