AllConferences.com Terms and Conditions
PLEASE READ THE FOLLOWING PRIOR TO USING THIS SITE. IF YOU DO NOT AGREE TO ALL OR TO ANY OF THE FOREGOING, PLEASE DO NOT USE THIS SITE AND EXIT IMMEDIATELY.
BEFORE ACCESSING, BROWSING, OR USING ANY OF THE SERVICES OR INFORMATION AVAILABLE ON THIS SITE, YOU ARE REQUIRED TO GO THROUGH THE TERMS AND CONDITIONS STATED HEREIN. BY USING, BROWSING, OR ACCESSING THIS SITE, YOU SIGNIFY THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT THIS CONSTITUTES A LEGALLY BINDING AGREEMENT (HEREINAFTER THE "AGREEMENT"). ALSO, YOU UNDERSTAND AND INTEND THIS AGREEMENT TO BE THE LEGAL EQUIVALENT OF A SIGNED CONTRACT BETWEEN YOU AND ALLCONFERENCES.COM, AND EQUALLY BINDING.
By accessing, browsing, or using any of this Site you are agreeing (on your own behalf and on behalf of the company or persons you may represent) to the following terms and conditions, which form a contract between you and AllConferences.com. Additionally, by continuing to access, browse, or use this Site, you also agree to be bound by any additional terms, guidelines, policies, restrictions, or rules that may be posted in this Site in connection with specific sections or services of the Site. Additionally, you agree to frequently revisit this page and review these terms and conditions of use for updates.
In these Terms and Conditions, the terms "we," "our," "us," or "AllConferences.com" or the "Company" means or refers interchangeably to Castles of the World, Inc. DBA AllConferences.com. The terms "you," "your," "yours" or the "public" means or refers interchangeably to the person or entity accessing, browsing, using this Site, or receiving services through this Site (if more than one person registers for an event or receives services through the use of this Site, such terms shall also apply to all such persons). The terms "meeting planner”, “conference organizer”, “advertiser”, and "supplier" means or refers interchangeably to any person or entity listing any events or conference on this Site or providing any information or services listed on this Site. The term “attendee” refers to any person(s) registering and attending any event or conference listed on this Site. The term "content" refers to articles, data, graphic displays, pictures, articles, advertising, and all information, materials, and services displayed in this site.
2. OWNERSHIP AND RESTRICTIONS ON USE:
AllConferences.com (hereinafter referred to as the “Site” or "ALLCONFERENCES.COM") is a website owned and operated by Castles of the World, Inc. DBA AllConferences.com, a Texas corporation.
The Site and the information provided therein is form information purposes only. The Company acts solely as an intermediary between a conference organizer, supplier, or advertiser and you, the attendees or the public. Therefore, by using this Site, you agree that the Company is NOT responsible for: a) any acts, errors, warranties, representations, breaches, negligence or omissions of meeting planners, conference organizers, or suppliers; b) their failure to provide Services or adhere to their own schedules; their failure to pay any refund any money; c) the loss or expense, delay, inconvenience or irregularity which may be caused by the meeting planners, conference organizers, advertisers or suppliers or any other party; d) or any occurrence not under our sole control.
The persons or entities providing services listed or advertised on this Site are independent entities and are not employees, contractors, partners, or joint ventures of the Company. All conferences, meetings, events, products or services listed by in this Site are subject to the terms and conditions specified by the corresponding meeting planners, conference organizers, advertisers, or suppliers. In the event that the terms and conditions of particular meeting planners, conference organizers, advertisers, or suppliers are incorrect, modified, or missing you agree to be subject and bound to the correct terms and conditions of the respective meeting planners, conference organizers, or suppliers. You understand that it is your obligation and responsibility to inform yourself of the respective meeting planners, conference organizers, advertisers or suppliers’ terms and conditions.
You hereby agree to release and hold harmless the Company from all claims damages, losses, or expenses arising out of or in connection with services or products purchased or obtained through this Site or the acts or omissions of meeting planners, conference organizers, advertisers, or suppliers.
The Company has no special knowledge or information regarding the meeting planners, conference organizers, advertisers, or suppliers, or their legitimacy. We recommend that you inform yourself before using a service or make arrangements for attending a conference. You assume full and complete responsibility for all risks related to attending a conference, buying a product, or using a service of a Supplier.
You must be over the age of 18 to use any services offered by this site or meeting planners, conference organizers, advertisers, or suppliers or you must have parental consent to do so.
The Company reserves the right to cancel any listing or Service for any reason it deems necessary including errors or fraudulent use of this site.
3. INTELLECTUAL PROPERTY RIGHTS:
All materials contained in this Site are the copyrighted property of ALLCONFERENCES.COM or the property of the respective meeting planners, conference organizers, advertisers or suppliers.
No material from this Site may be copied, used, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except as permitted herein or with prior written authorization of the owner of the content. Use or modification of the content or use for any other purpose is a violation of copyright, intellectual property, and other applicable laws. The use of any such material on any other Web site or computer network environment without the prior written authorization from ALLCONFERENCES.COM is expressly prohibited and a violation of the law. The Company will enforce and protect its rights to the full extent allowed by law.
This Site, the software, routines, design, text, images, look and feel, and graphics in this website and the selection and layout of this website, are owned or licensed by us and are protected by law, including, but not limited to United States and international intellectual property laws, as well as other state, federal and international laws and regulations. You may view and electronically copy the pages of this Site in the usual operation of your web browser in visiting this Site for your personal or professional use only, but for no any other purpose. Any other use of the Material contained on this Site, such as copying, distributing, selling, modifying, transmitting, reusing, re-posting or publishing, without our prior specific written permission, is strictly prohibited. Unauthorized use of Materials from our Site will be material breach of this agreement.
All content, logos, photographs, text, illustrations, artworks, designs, and other graphic materials, whether on the Site or in documents on the Site, are the property of ALLCONFERENCES.COM, its grantees, licensees, and others. Except as otherwise stated or allowed herein, the use of the any of the content, logos, photographs, text, illustrations, artwork, designs, and other graphic materials, whether on the Site or in documents on the Site, without express prior written permission of the respective owner is strictly prohibited.
The name ALLCONFERENCES.COM and related or derivative names are registered and unregistered trademarks and/or service marks of ALLCONFERENCES.COM. Other names and logos contained in this Site or in the Site content are trademarks and service marks of our affiliates and corresponding meeting planners, conference organizers, advertisers, or suppliers, and shall not be used without the express written permission of the respective trademark or service mark owner.
4. LINKS TO OTHER SITES AND INTERACTION WITH THIS SITE:
This Site may contain hypertext links to other websites. Such links are provided for your convenience only and are not intended as an endorsement by ALLCONFERENCES.COM of the organizations, person, or entities owning or operating those links or those sites. ALLCONFERENCES.COM is not responsible for the content those sites contain, nor their privacy practices. Such other websites are maintained by third parties over whom we exercise no control. We expressly disclaim any responsibility for the content, products or services of such other websites whether or not they are owned or operated by meeting planners, conference organizers, advertisers, or suppliers listed on this Site.
To the extent that the Web Site provides interactive capabilities that allows you to submit information or data on this Site, you expressly acknowledge that you may not upload to, distribute through, or otherwise publish through
ALLCONFERENCES.COM any content which is fraudulent, libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, politically inflammatory or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party, or that would otherwise give rise to liability or violate any law.
By uploading or submitting any materials to us, you automatically grant (or warrant that the owner of such rights has expressly granted) the Company a perpetual, royalty-free, irrevocable, non-exclusive rights, title and license or sublicense to use, reproduce, modify, adapt, publish, translate, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed. In addition, you warrant that all so-called "moral rights" or intellectual property rights in those materials have been waived.
By uploading or submitting any content to this Site, you are assuring us that you have the full permission use any of these materials BEFORE posting the information on this Site regardless as to whether or not such content was originated or created by you.
You understand and agree that all material on this site may or may not be reviewed. The Company reserves the right to modify or edit your submission at any time and at its sole discretion as to what content is approved or rejected. Approval or rejection by the Company of any content is not an endorsement and does not grant any right privilege or warranty to anyone.
You also understand and agree that the content provided directly by AllConferences.com or its parent company is protected by copyright, trademark, and other intellectual property laws. Therefore, you agree not to use or copy or allow others to use or copy the content unless expressly allowed by the Company.
5. RISK OF LOSS AND LIMITATION OF LIABILITY:
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL ALLCONFERENCES.COM BE LIABLE FOR ANY ECONOMIC, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, THE CONTENT IN THIS SITE, EVEN IF ALLCONFERENCES.COM OR AN ALLCONFERENCES.COM AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN NO EVENT SHALL THE TOTAL LIABILITY OF ALLCONFERENCES.COM TO YOU, FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU TO THE COMPANY, IF ANY, FOR ACCESSING THIS SITE. YOU HEREBY EXPRESSLY AND KNOWINGLY WAIVE ALL SUCH DAMAGES.
If you register for a conference or event using AllConferences,com, you understand and agree that AllConferences.com is not responsible for any cancelations or any such event or conference. Therefore, you understand and agree that there may be a risk of loss for such occurrences, that you completely assume such risk, and that you cannot hold AllConferences.com responsible for any such risk or loss.
You agree to indemnify and hold us harmless from and against any costs, damages, losses, or liabilities (including without limitation legal expenses and attorney's fees) arising out of actions or omissions of your companions, or any person registering or using this Site through you.
6. TIME LIMITATION TO FILE A CLAIM:
You understand and hereby agree to submit any and all claims in writing to the Company within 30 days and if you choose to file any suit against the Company that it must be no later than one year after claim, and that the failure to timely do so shall result in the forfeiture of the right to such claim.
THE CONTENT MATERIALS IN THIS SITE IS PROVIDED ON AN "AS IS,"WHERE IS," AND "WITH ALL FAULTS" BASIS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, ALLCONFERENCES.COM DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ALLCONFERENCES.COM DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ALLCONFERENCES.COM DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT IN THIS SITE, OR THE CORRECTNESS, COMPLETENESS, ACCURACY, RELIABILITY, NON-INFRINGEMENT, OR OTHERWISE OF SUCH CONTENT. YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION TO YOUR SYSTEM OR THE SYSTEMS USED BY YOU. CERTAIN LAWS MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NOTHING IN THIS WEBSITE SHALL BE CONSTRUED TO BE AN OFFER TO SELL OR A CONTRACT TO ENTER INTO AN AGREEMENT.
Some of the content on this Site may be affected by current legislative, regulatory, judicial, or other developments which are not reflected here. We assume no responsibility to have this site updated for such developments.
You agree to defend, indemnify, and hold harmless AllConferences.com and our affiliates, and our and their respective directors, officers, members, employees, agents, representatives, attorneys, successors and assigns, from and against any and all claims, proceedings, damages, injuries, liabilities, losses, costs and expenses, including without limitation reasonable attorneys' fees and litigation expenses, relating to or arising from your use of the Content or information provided, the services obtained, or any arrangements you make with anyone through this Site, regardless of the cause.
9. GOVERNING LAWS AND JURISDICTION:
ALLCONFERENCES.COM controls its Sites from its offices within the state of Texas in the United States of America. The Site may be accessed from any place in the world. Since the laws of each State, country or jurisdiction where access to the Site is available may differ, by accessing this Site, you and ALLCONFERENCES.COM agree that the statutes and laws of the state of Texas, without regard to choice of law principles, will apply to all matters relating to use of this Site. Therefore, this Agreement shall be deemed to be made under, and in all respects shall be interpreted, construed and governed by in accordance with laws of the State of Texas, United States of America. All disputes arising out of or in connection with the terms and conditions herein and this Agreement shall be subject to jurisdiction of the Federal and State courts located in Fort Bend County, Texas.
As part of the consideration and for value received pursuant to this Agreement, you and us (this Site) agree that any legal action or proceeding under or with respect to this agreement may be brought into the above-mentioned courts. For the purpose of any such legal action or proceeding, you hereby irrevocably consent in advance and voluntarily submit to the personal jurisdiction of such courts. You hereby agree not to raise and waive any objections to or any defense based upon the venue of such courts and any objection or defense based upon an inconvenient forum. You also agree not to bring any legal action or proceeding under or with respect to this agreement outside the above-named courts.
ALLCONFERENCES.COM makes no representation that Materials on our Sites are appropriate or available for use in other locations, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access this Site from other locations, do so, on their own initiative, at their own risk, and are responsible for compliance with applicable laws of the location from where they access the Site. In using this site you agree to comply with and abide by all applicable laws of the state or country that governs any particular product or service.
10. REPRESENTATIONS AND WARRANTIES:
By accessing, browsing, and using this Site, you represent warrant that: a) you are of sufficient legal age to use this Site and create legally binding obligations for any liability you may incur as a result of using this Site; b) you are responsible (financially and otherwise) for all uses of this Site by you and those using this Site under your ID and password; c) the information you supply via the Site shall be accurate and not misleading, deceptive or likely to mislead or deceive; d) you agree to prevent access or usage of this Site by minors under your name or account; e) you will use the services in this Site only to place legitimate information or purchases for you or another person for whom you are legally authorized to act; and f) you acknowledge that abuse of the services or reservation facilities of this Site may result in you being denied access to such facilities and possible legal action.
11. DESCRIPTION OF SERVICES:
ALLCONFERENCES.COM is a portal where conference organizers, meeting planners, attendees, and their suppliers list and exchange information and services within the meeting and event planning industry. The information on this site has been obtained from a variety of industry companies, service providers, and other sources. We cannot independently call or verify the accuracy of the information provided or posted by our suppliers, advertisers, or users nor can we warrant its accuracy or completeness. ALLCONFERENCES.COM is not responsible for the acts or omissions of such suppliers or their subcontractors or their failure to provide services, adhere to their own schedules, or honor their contracts.
All information, prices, and availability are subject to change without notice. For purposes of planning your attendance at a conference or event, , we recommend that you utilize this Web Site as a starting point and that all material facts published on this site be confirmed directly by you with the provider of that information before making any definitive plans or placing a deposit which may be non-refundable in some cases. The attendee is subject to the terms, conditions and availability of each event listed within this Site. ALLCONFERENCES.COM is not responsible for any typographical errors, incorrect prices or price changes or offer withdrawals listed on this website. ALLCONFERENCES.COM reserves the right to terminate a user or external link for any violation of our terms and conditions or other policies. If you fail to abide by these Terms and Conditions, we may suspend or eliminate your account, and remove any information you have placed on this Site. We may also take any legal action we deem appropriate. If your violation of these terms causes harm of any kind to others, you agree to indemnify and hold ALLCONFERENCES.COM, and any agents, representatives, employees, or assigns of this Site, harmless against any liability for that harm.
ALLCONFERENCES.COM SELLS ADVERTISEMENT SPACE TO SERVICE PROVIDERS OF THE INDUSTRY. EACH INDIVIDUAL COMPANY OR SERVICE PROVIDER HAS ITS OWN RULES REGARDING PENALTIES FOR CANCELLATION OR CHANGES, AS WELL AS CERTAIN LIMITATIONS OF LIABILITY, AND TO CLAIMS FOR DAMAGES PLEASE CAREFULLY READ ALL OF THE TERMS AND CONDITIONS FOR THE RESPECTIVE COMPANY WITH WHOM YOU HAVE CHOSEN TO ENGAGE IF YOU DO NOT HAVE A COPY OF ANY COMPANY’S’ TERMS AND CONDITIONS PLEASE REQUEST IT FROM THEM DIRECTLY OR VISIT THE WEBSITE OF THAT PARTICULAR COMPANY. YOU ARE RESPONSIBLE FOR READING AND COMPLYING WITH THE TERMS AND AGREEMENTS OF EACH COMPANY WITH WHOM YOU DEAL.
a) Registering for a Conference or Event:
b) Prices and Payments:
All prices and rates provided on this Site, as well as content, marketing information, brochures, and associated materials are subject to change at any time without notice. Special conditions may apply to the prices set out in the materials and on this Site. You agree that the Company is not responsible for any typographical errors, errors or changes made by the conference organizers or advertisers, incorrect prices or price changes or offer withdrawals listed on the Company's websites or any of its content.
The prices charged by AllConferences.com are in United States Dollars. Registration fees and tickets - sold by external sources outside of the United States of America are subject to sale in the local currency of that country. The user bears the responsibility of abiding by the transaction process of those external sources if agreeing to purchase from those external sources.
Your payment is not deemed made until it is received by ALLCONFERENCES.COM. In the case of billing errors, ALLCONFERENCES.COM reserves the right to re-invoice with the correct pricing. ALLCONFERENCES.COM reserves the right to cancel any transaction or listing. All discounts provided directly by ALLCONFERENCES.COM are based on the actual cash value paid for the service. Taxes, government fees of any type, security charges or other miscellaneous charges imposed are not eligible for any discount.
c) Foreign Currency:
Currency rates quoted on this website or on a link, if any, are based on various publicly available sources. Rates are not verified as accurate, and actual rates may vary. ALLCONFERENCES.COM bears no responsibility in the accuracy of stated conversion rates of foreign currency nor its use thereof.
Prices listed do not include Taxes. You are responsible for any Federal, State, and Local taxes that may be applicable to the Sales of any services on this Site.
12. GENERAL PROVISIONS:
If any term or condition of this Agreement or any part thereof is found to be unlawful, invalid, or unenforceable, then that provision or part thereof shall be deemed severable and struck from this Agreement and shall not affect the validity and enforceability of any remaining provisions, which shall remain in full force and effect.
Headings are for reference purposes only. You agree that no agency, employment, partnership, or joint venture relationship exists between yourself and ALLCONFERENCES.COM as a result of your usage of this Site. You must use this Site in a responsible and cooperative manner. If ALLCONFERENCES.COM does not act in relation to a breach by you or others of these Terms and Conditions and other Site rules, this does not waive our right to act with respect to subsequent or similar breaches. No employee, agent or representative of the ALLCONFERENCES.COM has the authority to modify, waive, or alter any provision of these terms and conditions.
ALLCONFERENCES.COM reserves the right to change, modify, add, or remove portions of these terms and conditions at any time, without notice, and at our discretion. You may check these terms and conditions periodically for changes. Your continued use of ALLCONFERENCES.COM subsequent to the revisions of these terms means you accept those changes. You are advised to review the terms and conditions and other policies posted on this Site for potential changes when you return to this site to visit or to transact any business.
This entire agreement supersedes any other agreement or communication whether verbal or written between you and the Company.
To report any violations to the use of this Site or if you have any questions, comments, or concerns regarding this Site, or the above Terms and Conditions, please contact ALLCONFERENCES.COM at contact @ALLCONFERENCES.COM. You can also contact us via regular mail at: ALLCONFERENCES.COM, 11150 Cash Road, Stafford, TX 77477-4313, or call us at 281-269-2600.
ADDITIONAL TERMS AND CONDITION FOR PLANNERS AND ADVERTISERS
If you register in this Site as an advertiser, supplier or event planner, in addition to the terms and conditions you have agreed to as an "user" of this Site, you also agree to the following terms and conditions:
From here on, the term "you" in this Additional Terms and Conditions means an advertiser, supplier, or event planner that has registered on the Site AllCofnrences.com as such. The term "Company" refers to Castles of the World, Inc. DBA AllConferences.com.
By registering in this Site, you agree to grant us (and third parties with whom we may engage in joint marketing) a worldwide, royalty-free, fully paid license to use your information, content, photographic, video, or digital likeness solely for our promotional and/or commercial purposes. You agree to indemnify and hold us harmless
By using this Site, Facsimile transmission of any signed document shall be deemed delivery of an original. At our request, you shall promptly provide an original document as well. If there are any conflicts between all the Terms and Conditions in this Site and those of a conference planner, supplier or advertiser, these Terms and Conditions shall supersede.
We reserve the right to decline to do business with anyone on a non-discriminatory basis or for other reasons deemed rightful by the Company.
Should the company have to enforce any of its rights in a court of law, you agree to pay for any reasonable attorney fees and costs in connection with the enforcement of such rights.
This Agreement shall be deemed to be made under, and in all respects shall be interpreted, construed and governed by in accordance with laws of the State of Texas, United States of America. All disputes arising out of or in connection with the terms and conditions herein and this Agreement shall be subject to jurisdiction of the Federal and State courts located in Fort Bend County, Texas.
At all times you shall be an independent contractor and not an employee, partner, joint venturer or agent of Company.
You hereby agree to defend, indemnify and hold harmless the Company (and all its affiliated companies directors, officers, employees, agents, attorneys, and representatives) against:
a) all claims, demands, or causes of action including claims for contribution or indemnity and all losses, liabilities, damages, costs, attorney’s fees, or expenses incurred arising from or in connection with the performance of the services described or listed on the Site caused in whole or in part by you.
b) all actual or asserted failure to comply with any law, ordinance, regulation, rule or order, or with this Agreement or your use of the Site.
c) All actual or asserted violation or infringement of rights in any patent, copyright, proprietary information, trade secret or other property right caused or alleged to be caused by the use of the content or use or sale of services, materials, processes, designs or information, furnished by you or your subcontractors. Should any content, goods or services provided by you become, or appear likely to become, the subject of a claim of infringement of a patent, copyright, trademark, service mark, or other property right, you shall immediately, replace same with equivalent, non-infringing information, goods or services, or modify the content, goods or services so that the use thereof becomes non-infringing.
d) Any failure of your software, hardware or systems, use to provide any services listed or advertised in this Site.
These indemnity obligations shall apply regardless of whether the party to be indemnified was concurrently negligent, whether actively or passively, excepting only where the injury, loss or damage was caused solely by the negligence or willful misconduct of the party to be indemnified. These indemnity obligations shall include the duty to reimburse any attorneys' fees and expenses incurred by Company for legal action to enforce these indemnity obligations.
In the event that any indemnity provisions of this Agreement are contrary to the law, then the indemnity obligations applicable hereunder shall be construed to be to the fullest extent allowed by applicable law.
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. The parties to this Agreement hereby agree that the exclusive jurisdiction, forum, and venue for any legal action resulting from or in connection with this Agreement and for the interpretation and/or enforcement of this Agreement shall be in Harris County, Texas,
If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or unenforceable term had never been included.
This Agreement and the other instruments contemplated by this Agreement have been duly executed and delivered and constitute valid and legally binding obligations enforceable in accordance with their terms.