By using the website and its associated Services, you agree to be bound by, and to comply with, these Terms and Conditions and any other rules or guidelines which we may implement for any individual Web site or Service. Expeedio reserves the right to update these Terms and Conditions at any time without notice to you. You may review the most current version of the Terms and Conditions by clicking the hypertext link located at the bottom of our Web sites.
If you fail to comply with the Terms and Conditions, or if you engage in any of the following activities, Expeedio may terminate your use of the Services:
(a) using the Services for any unlawful purpose;
(b) using the Services for any purpose prohibited by the Terms and Conditions;
(c) engaging in any conduct that Expeedio, in its sole discretion, believes is or may be harmful to another user or to any other party, directly or indirectly;
(d) violating any foreign, federal, state or local law or regulation;
(e) using the Services in a manner that could impair, disable, overburden or damage any Expeedio’s intellectual property or interfere with any other party’s use and enjoyment of any Services;
(f) attempting to gain unauthorised access to any Services, other accounts, computer systems or networks connected to any Expeedio servers or to any of the Services, through hacking, password mining or any other means.
In addition, Expeedio may terminate any user’s access for any reason or no reason at all in its sole discretion, with or without prior notice.
(a) A Transaction is deemed to be accepted once payment is confirmed, regardless of payment method. After acceptance you are responsible for having the specified goods ready at the date and time indicated by you.
(b) You are responsible for providing accurate information for a Transaction including:
- i) dimensions and weight;
- ii) the point of origin for the shipment;
iii) the point of destination for shipment;
- iv) whether the shipment will be insured and the amount of coverage; and
- v) any other special instructions.
(c) You are responsible for packaging of your goods.
(d) If the Carrier charges or penalises Expeedio for an additional pickup due to your failure to have your goods ready for collection at the time indicated in the Transaction, these fees, and any other fees under a service or carrier agreement will be billed to you.
(e) If a discrepancy is found between the weight indicated to Expeedio in the Transaction and the actual weight of your goods upon being weighed by the Carrier, any additional charges incurred will be charged back to you and Expeedio reserves the right not to send the goods until this fee is paid.
(f) You are responsible for the contents of your freight and may not use the Website or associated services to send any item which is in any violation or conflict of any legislation or regulations of the respective origin and destination locations.
(g) Any Dangerous Goods must be declared and are the responsibility of the Carrier.
(h) Expeedio has the right to charge any overdue accounts at the rate of ten per cent (12%) interest until accounts are paid and reconciled.
(i) Expeedio is not liable for lost, stolen, damaged, wet, or wrongly delivered freight.
(j) Should a Carrier or customer file for bankruptcy or foreclosure, Expeedio is not liable for any monies outstanding or issues of non-delivery.
To obtain certain of the Services may require you to register in our web sites. You will provide us with current, complete and accurate information as prompted by the applicable registration form. You agree to update this data when necessary to keep it current and accurate. You will be solely responsible for choosing and maintaining in confidence your password and user name. Expeedio will not be responsible should someone else use your password or account, and you agree to notify Expeedio promptly of any unauthorised use of your account or other breach of security.
a) Unless expressly indicated to the contrary, Expeedio or its licensors own copyright in all texts, graphics and layouts (“Material”) on this Website. You must not copy, modify, transmit or distribute any Material on this Website except as indicated below, or as permitted under the Copyright Act 1968 (Cth) or applicable laws. You acknowledge that you do not acquire any ownership rights by downloading Material from this Website.
b) You may reproduce in whole or in part the Material only if:
i) The reproduction is not for public or commercial purposes; and
ii) You do not remove or modify any notices of attribution of copyright or, if there are no such notices, you clearly attribute Expeedio as the copyright owner or licensee of the work.
The Expeedio logo is a registered trademark of Expeedio. Other trademarks may be displayed on the Website or its associated websites from time to time which may belong to third parties. The Expeedio logo must not be used by you or any other person unless expressly authorised by Expeedio. Nothing displayed on the Website or associated websites should be construed as granting any license or right of use of any logo, masthead or trademark displayed on a website without the express written permission of the relevant owner.
Unless otherwise stated, charges referred to for use of any services provided by Expeedio via the Website or associated websites are GST inclusive. Where GST applies, upon payment for online credit by you, Expeedio will deduct the GST it incurs from each payment and Expeedio will issue you with a Tax Invoice. The balance of the payment will be credited to your account.
a) Hyperlinks and pointers to websites operated by third parties may appear on the Website or associated websites from time to time. These websites do not form part of the Website or associated websites and are not under the control of Expeedio. Expeedio does not take responsibility for the contents of any such hyperlink or linked website. If you link to any such websites you do so entirely at your own risk.
b) Expeedio may display third party advertisements on their Website or associated websites from time to time, which may or may not contain hyperlinks or referral buttons to websites operated by third parties. The display of such advertising does not in any way imply a recommendation or endorsement by Expeedio of the relevant advertiser, its products or services or any such linked website. If you contact a third party using functionality provided on Expeedio, including via e-mail, Expeedio accepts no responsibility for any actions taken by that third party in response to your communication or for any transactions entered into between you and the third party.
Expeedio does not represent or warrant that any files obtained from or through this Website are free from computer viruses or other defects, including trojan horses and worms. Any such files are provided, and may only be used, on the basis that you assume all responsibility for any loss, damage or consequence resulting directly or indirectly from use of those files.
Your use of the Website or associated Websites is at your sole risk. All information provided on the Website or associated websites is provided in good faith. Neither Expeedio nor its directors or employees make any representation or warranty that:
a) any information on Website or associated websites will be reliable, accurate or complete (nor do they accept any responsibility arising in any way for errors in, or omissions from that information) including the prices of products or services provided by Carriers. It is derived from sources believed by Expeedio to be accurate and current as at the date of publication; or
b) your access to Website or associated websites will be uninterrupted, timely or secure. Access to Website or Ancillary Websites is provided on an ‘as available’ basis. Expeedio will not be liable for loss resulting from any action or decision by you in reliance on the information on Website or Ancillary Websites, nor any interruption, delay in operation or transmission, virus, communications failure, Internet access difficulties, or malfunction in equipment or software.
Expeedio does not claim ownership of the materials you provide Expeedio or post, upload, input or submit to any Services for review by anyone (each a “Submission” and collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting (“Posting”) your Submission you are granting Expeedio, its affiliated companies and necessary sub licensees permission to use your Submission in connection with the operation of their Internet businesses (including without limitation all Services), including without limitation the license rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; to publish your name in connection with your Submission; and to sublicense such rights to any supplier of the Services.
By Posting a Submission you warrant and represent that you own or otherwise control all of the rights to your Submission, including without limitation all rights necessary for you to provide, post, upload, input or submit the Submissions.
No compensation will be paid with respect to the use of your Submission, as provided herein. Expeedio is under no obligation to post or use any Submission you may provide, and Expeedio may remove any Submission at any time in its sole discretion.
In addition, by Posting a Submission that contains images, photographs, pictures or that is otherwise graphical in whole or in part (“Images”), you warrant and represent that (a) you are the copyright owner of such Images, or the copyright owner has granted you permission to use such Images or any content and/or images contained in such Images consistent with the manner and purpose of your use and as otherwise permitted by these Terms and Conditions and the Services, (b) you have the rights necessary to grant the licenses and sublicenses described in these Terms and Conditions, and (c) any person depicted in such Images has provided consent to the use of the Images as set forth in these Terms and Conditions, including without limitation the distribution, public display and reproduction of such Images. By Posting Images, you are granting (a) to all members of your private community (for each such Image available to members of such private community), and (b) to the general public (for each such Image available anywhere on the Services, other than a private community), permission to use your Images in connection with the use, as permitted by these Terms and Conditions, of any of the Services, and including without limitation a non-exclusive, world-wide, royalty-free license to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Images without having your name attached to such Images, and the right to sublicense such rights to any supplier of the Services. The licenses granted in the preceding sentences for Images will end when you completely remove such Images from the Services, provided that, such termination shall not affect any licenses granted in connection with such Images prior to the time you completely remove such Images. No compensation will be paid with respect to the use of your Images.
Expeedio does not accept or consider unsolicited ideas or work, including without limitation ideas for new promotions, new products or technologies. To avoid potential misunderstandings or disputes when Expeedio’s products or marketing strategies might seem similar to ideas submitted to Expeedio, please do not send your unsolicited ideas to Expeedio or anyone at Expeedio. If, despite our request, you still send them, please understand that your ideas and materials will not be treated as confidential or proprietary, and we will have no obligations to you with respect to such ideas or materials or their disposition.
By using the Services, you agree to indemnify and defend Expeedio and its affiliates, owners, officers, directors and employees and hold them harmless from and against any and all claims and expenses, including reasonable attorneys’ fees, arising from your use of the Services or from any person’s use of any account or password you maintain, regardless of whether such use is authorized by you. Furthermore, by using the Services, you agree to release Expeedio and its affiliates, owners, officers, directors and employees from any and all claims, demands, debts, obligations, damages, costs and expenses of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, disclosed or undisclosed, that you may have against them arising out of or in any way related to your use of the Services. You hereby agree to waive all laws which may limit the efficacy of such releases.
These Terms and Conditions will be governed by and construed in accordance with the laws of Australia without regard to its conflict of laws principles. The failure of Expeedio at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same or any other term hereof. These Terms and Conditions may be amended only by Expeedio. In the event of a breach or threatened breach of these Terms and Conditions, Expeedio shall have all applicable equitable as well as legal remedies.
To the maximum extent permitted by applicable law, in no event shall Expeedio or its suppliers be liable for any special, incidental, direct, indirect, punitive or consequential damages whatsoever (including without limitation damages for loss of business profits, business interruption, loss of business information, or any other pecuniary loss) arising out of the use of or inability to use the services or the provision of or failure to provide the services, even if Expeedio has been advised of the possibility of such damages. In any case, Expeedio entire liability under any provision of these terms and conditions shall be limited to aud $20.00. Because some states and jurisdictions do not allow the exclusion or limitation of liability, the above limitation may not apply to you. In such states and jurisdictions, Expeedio’s liability shall be limited to the greatest extent permitted by law.
PLEASE READ THE ENTIRE AGREEMENT.
THIS IS A BINDING AGREEMENT BETWEEN YOU AND EXPEEDIO PTY LTD. (DBA EXPEEDIO.COM.AU).
BY SUBMITTING THE ONLINE APPLICATION YOU ARE AGREEING THAT YOU HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND THAT YOU AGREE TO BE LEGALLY RESPONSIBLE FOR EACH AND EVERY TERM AND CONDITION.
This Agreement contains the complete terms and conditions that apply to you becoming an affiliate in expeedio.com.au’s Affiliate Program. The purpose of this Agreement is to allow HTML linking between your web site and the expeedio.com.au web site. Please note that throughout this Agreement, “we,” “us,” and “our” refer to expeedio.com.au, 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 the expeedio.com.au server. Although we auto-approve applications, this should not imply that we may not re-evaluate your application at a later time. We may reject your application at our sole discretion. We may cancel your application and any earnings associated with it 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 “Merchant” 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 expeedio.com.au or any other affiliated business.
2.2. As a member of expeedio.com.au’s Affiliate Program, you will have access to your affiliate account online. Here you will be able to review our Program’s details and any other important information relating to your account with us. You will also access your referral link. In order for us to accurately keep track of all customer visits from your site to ours, you must use affiliate link provided.
2.3. expeedio.com.au 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 copyrightable 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. expeedio.com.au 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 further you 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 expeedio.com.au Affiliate Program.
3.2. expeedio.com.au reserves the right to terminate this Agreement and your participation in the expeedio.com.au Affiliate Program immediately and without notice to you should you commit fraud in your use of the expeedio.com.au Affiliate Program or should you abuse this program in any way. If such fraud or abuse is detected, expeedio.com.au 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.
We may modify any of the terms and conditions in this Agreement at any time at our sole discretion. In such event, you will be notified by email. Modifications may include, but are not limited to, changes in the payment procedures and expeedio.com.au’s Affiliate Program rules. If any modification is unacceptable to you, your only option is to end this Agreement. Your continued participation in expeedio.com.au’s Affiliate Program following the posting of the change notice or new Agreement on our site will indicate your agreement to the changes.
Expeedio.com.au tracks all earnings and payments via our online site. You will receive a Commission for each customer you refer to Expeedio.com.au that books a delivery through the Expeedio.com.au platform. authorized sales, leads, and/or clicks via Your Links. You understand that the Payout amount may be changed at any time, with 7 days prior notice in writing. You are responsible for ensuring that we have the correct payment details for your commission payments. Upon activation of the first payment threshold ($50AUD), we will request your payment information via email. Following this, payments are made automatically on the twentieth (20th) day of each month when Your account balance reaches $50AUD or more for the previous months’ transactions. Money credited to Your Account does not accrue interest. In the event of a CANCELLATION by a customer, expeedio.com.au may recover from You the corresponding Commission previously credited to Your Account. The VOID Commission will be immediately deducted from Your Account balance. In the event that Your Account balance is less than the VOID Commission, the VOID Commission will be deducted against Your future earnings. Commission is paid ongoing. If the balance of your account does not reach $50AUD by the 20th day of each month, the commission will be rolled over into the following month and paid in addition to that month’s earned commission. Commission payments are lifetime payments, dependent solely on the continuation of your referred customer utilising the services of Expeedio.com.au. Should your affiliate account not have any active customers for a period of 3 consecutive months, the account will be closed and future commissions forfeited.
7. Access to Affiliate Account Interface
You will create a password so that you may enter the Expeedio.com.au secure affiliate account interface. From this 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 expeedio.com.au 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 expeedio.com.au. 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 expeedio.com.au 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 expeedio.com.au 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 expeedio.com.au. 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 expeedio.com.au 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 that among other keywords or exclusively bid in their Pay-Per-Click campaigns on keywords such as expeedio.com.au, merchant, www.merchant, www.expeedio.com.au, 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 Merchant’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. Affiliates are not prohibited from keying in prospect’s information into the lead form as long as the prospects’ information is real and true, and these are valid leads (i.e. sincerely interested in Merchant’s service).
8.4. 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 Merchant’s site (i.e., no page from our site or any expeedio.com.au’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, MSN, Yahoo, Overture, AltaVista, Hotbot and similar search or directory engines); (c) set commission tracking cookies through loading of Merchant site in IFrames, hidden links and automatic pop ups that open expeedio.com.au’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 expeedio.com.au’s Affiliate Program. You agree that all uses of the Licensed Materials will be on behalf of expeedio.com.au and the good will associated therewith will inure to the sole benefit of expeedio.com.au.
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.
expeedio.com.au MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES REGARDING expeedio.com.au SERVICE AND WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN, ANY IMPLIED WARRANTIES OF expeedio.com.au 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 expeedio.com.au’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 expeedio.com.au, 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 expeedio.com.au. 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 New York 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.