THESE SHAMRCK EDUCATION TERMS OF SERVICE (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN SHAMRCK SOFTWARE LLC, D/B/A SHAMRCK EDUCATION (“SHAMRCK EDUCATION”, “WE”, OR “US”) AND THE PERSON(S) AND/OR ENTITY(IES) (“YOU” OR “SUBSCRIBER”) THAT HAS/HAVE REGISTERED FOR AN ACCOUNT (AN “ACCOUNT”) TO ACCESS THE SHAMRCK EDUCATION ONLINE SERVICES (THE “SERVICES”).
THESE TERMS, TOGETHER WITH ANY OTHER TERMS, CONDITIONS, OR POLICIES REFERENCED HEREIN AND INCORPORATED INTO THESE TERMS BY THIS REFERENCE, OR WHICH SEPARATELY INCORPORATE THESE TERMS, AND ANY ORDER FORMS, CONSTITUTE A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SHAMRCK EDUCATION (THE “AGREEMENT”). IF YOU ARE REGISTERING AN ACCOUNT TO ACCESS THE SERVICES ON BEHALF OF A LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE ACTUAL AUTHORITY TO AGREE TO ENTER INTO THIS AGREEMENT ON BEHALF OF SUCH ENTITY.
SHAMRCK EDUCATION EXPRESSLY RESERVES THE RIGHT TO MODIFY THESE TERMS AND ANY PORTION THEREOF AT ANY TIME BY RELEASING SUCH MODIFIED TERMS ON ITS WEBSITE, TOGETHER WITH AN EFFECTIVE DATE FOR SUCH MODIFIED TERMS. YOU MAY NOT MODIFY THESE TERMS OR ANY PART OF THE AGREEMENT.
IF YOU DO NOT AGREE WITH ANY OF THESE TERMS OR ANY OTHER TERM IN THE AGREEMENT, YOU MAY NOT REGISTER AN ACCOUNT TO ACCESS THE SERVICES. BY REGISTERING YOUR ACCOUNT, YOU EXPRESSLY AND IRREVOCABLY AGREE TO ALL OF THE TERMS HEREIN AND ANY OTHER TERMS OF THE AGREEMENT GOVERNING YOUR ACCESS TO THE SERVICES.
Account, License, Services and Use of Site
a. Services. Shamrck Education provides a series of self-assessment tests, personalized evaluations and learning plans aimed at assisting users improve upon their core competencies in the classroom setting as well as identifying career options that align with users’ personalities and interests. Our Site and Services are powered by machine learning and artificial intelligence aimed at providing users with a competitive advantage in the modern talent marketplace. Through the use of our Services, users are provided a series of self-assessment tests aimed at creating a user’s personality profile and developing personalized plans designed to help users identify educational and career options that align with users’ personal interests, strengths and weaknesses. Our Services provide users with personalized plans aimed at helping guide users through various educational and career options as well as improve upon their strengths, weaknesses and skillsets. Our Services are provided for educational and informational purposes only, and unless otherwise specified on or in the Services, are for your own personal use, the use of your parents, the use of your guidance counselors, and the use of your educational institutions. We may change, add or delete features of the Services from time to time. These Terms apply to all changes and additions.
b. Account. In order to access our Services, you must register for an account with us. You must be thirteen (13) years or older in order to register an account for the use of our Services. If you are under thirteen (13) your parent, legal guardian, or education custodian may register an account on your behalf and provide you with access thereto by executing a parental consent as further provided in the Privacy Policies. As the parent, legal guardian or educational custodian, it is your responsibility to decide whether the Services are appropriate for your child. By registering for an account with us you represent that all information you provide during the account sign up process and at any time thereafter (the “Account Information“) will be true, accurate, complete and current and that you will promptly update your Account Information as necessary such that it is, at all times, true, accurate, complete and current. By accessing the Site and using the Services, you are consenting to have your personal data used by us as set forth in the Privacy Policies.
c. License. The Services are provided for your education and information, and unless otherwise specified on or in the Services, solely for your own personal use. Shamrck Education grants to users a personal, non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services for your own non-commercial educational purposes (including the use by your parents, guidance counselors, and educational institutions), subject to your payment of Subscription Fees and complete compliance with this Agreement and any and all other terms and policies set forth on or in the Services.
d. Use of Site. All content on our website and Services (the “Site Content“), is the proprietary property of us or our licensors. Subject to the terms of the Terms and Conditions, no website content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without the prior written permission of us. Except as otherwise set forth in this Agreement, any unauthorized use of the website content is strictly prohibited. All trademarks, logos, trade dress and service marks on the website are trademarks or registered trademarks of us or our licensors and may not be copied, imitated, or used, in whole or in part, without the prior written permission of us or the owner of such trademarks, logos, trade dress and service marks.
Fees and Payment
a. You understand that in order to gain access to our Services, you must create an account and pay the Subscription Fees specified on our site (the “Subscription Fees”). Subscription Fees are billed for the entire Subscription Term (defined below) and must be paid in full prior to accessing the Services. The Subscriber shall pay the Subscription Fee pursuant to Shamrck Education’s then-current billing and collection practices. You expressly acknowledge that any terms and conditions governing Subscription Fee transactions, including but not limited to third party payment processor terms and conditions relating to data privacy, shall apply to you under this Agreement.
c. You shall be solely responsible for any and all federal, state and local taxes imposed upon your use of the Subscription purchase.
d. Shamrck Education reserves the right to change its Subscription Fee amounts at any time, provided however that no such change shall apply to your paid Subscription Fee until your Subscription renews as described below.
Term and Termination
a. Your Subscription shall commence upon payment in full of the Subscription Fees (the “Subscription Start Date”) and shall continue for the term corresponding to your Subscription (the “Initial Subscription Term”). Your Subscription Term shall automatically renew for subsequent terms equal in length to the Initial Subscription Term (each, a “Renewal Term”, and together with the Initial Subscription Term, the “Subscription Term”), unless you give notice to Shamrck Education of your intent not to renew your Subscription at least thirty (30) days prior to the expiration of the Term.
b. Shamrck Education reserves the right to terminate your Subscription or suspend access to the Services for violations or suspected violations of these Terms and/or the Agreement. Your payment obligations, if applicable, shall not be affected in any way by suspensions pursuant to the preceding sentence.
c. Notwithstanding the foregoing, if your Subscription Fee is not paid on the Subscription Start Date of any Renewal Term for any reason, your Subscription Term may be suspended until the Subscription Fee is paid in full. For avoidance of confusion, unless you have given notice of your intent not to renew your Subscription Term as set forth in this Section, you shall be responsible for all Renewal Term Subscription Fees that remain unpaid as of the Subscription Start Date of such Renewal Term.
Subscriber Representations and Warranties
You, for yourself and on behalf of all your affiliates, hereby promise, represent and warrant the following:
a. You will comply with all laws and regulations applicable to your use of the Services as set forth by us in our sole and absolute discretion from time to time;
b. You will not create a false identity to use the Services, misrepresent yourself in any way, or hold yourself out to be anyone other than yourself;
c. You will not use or attempt to use another person’s Account;
d. You will not permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
e. You will not disclose the confidential information of any third party, including Shamrck Education, without such party’s prior express consent to make such disclosure;
f. You will not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, transmit, or otherwise use any intellectual property of Shamrck Education, or any portion thereof for any purpose whatsoever without Shamrck Education’s prior, written consent, which Shamrck Education may withhold in its sole and absolute discretion for any reason or no reason;
g. You will not delete, modify, or destroy any notice of legal right, including but not limited to copyright or trademark notices and identifications, which are featured in or as part of the Services;
h. You will not use the Services for any illegal, unauthorized or improper purpose; or
i. You will not use the Services if you are under the age of 13 without your parent, guardian, or educational custodian first executing a parental consent on your behalf.
a. Shamrck Education expressly and exclusively reserves for itself any and all registered and unregistered rights (whether or not registrable) granted, applied for, or otherwise now or hereafter in existence under or related to any patent or patentable subject matter, copyright or copyrightable subject matter, trademark or trademarkable subject matter, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world (the “Intellectual Property Rights”) that are created, generated, acquired, or used in connection with the Services. Nothing herein shall be deemed to grant any rights or licenses to our Intellectual Property Rights to you, except as is expressly required for you to use the Services (but not apart from your use thereof). You shall have no right to use, for any reason or purpose, anything in which Shamrck Education reserves Intellectual Property Rights without Shamrck Education’s prior written consent, which Shamrck Education may withhold in its sole and absolute discretion for any reason or no reason.
b. You hereby grant to Shamrck Education a royalty-free, fully paid-up, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any text, information, data, materials, images, or other content you provide to Shamrck Education using the Services or submit or post to the Services and that is not Feedback (as defined below) owned by Shamrck Education (the “Subscriber Content”) for the purposes of marketing, providing and improving Services.
c. We welcome your suggestions, comments, or other feedback about our Services (collectively, “Feedback”). You expressly acknowledge and agree that Shamrck Education will own all Feedback and you hereby assign to Shamrck Education all right, title and interest to Feedback together with all associated intellectual property rights. You will not be entitled to, and hereby waive any claim for, acknowledgment or compensation based on any Feedback or any modifications made based on any Feedback.
You expressly acknowledge and understand that the Services may occasionally be unavailable due to upgrades, modifications, maintenance, or other work required or necessary, as determined by Shamrck Education in its sole and absolute discretion, with respect to Services functionality. You further expressly acknowledge and understand that access to the Services may be delayed or slowed due to Internet traffic and other issues beyond Shamrck Education’s reasonable control.
a. You shall access your Account and use the Services in compliance with all applicable laws, including but not limited to export control and data privacy laws.
b. You shall not: (i) execute any harmful or malicious code, files, scripts, agents or programs that could in any way affect or harm the Services; (ii) access or use the Services to compete with the Services; (iii) except as expressly permitted herein, allow access or make access available to the Services to any third party; (iv) interfere with or disrupt the integrity, service, or performance of the Services in any way; (v) attempt to gain unauthorized access to the Services or assist third parties in doing the same (vi) develop, support, or use any means or process to scrape the Services or otherwise obtain data and information from the Services; (vii) reverse engineer, decompile, disassemble, or otherwise derive or attempt to derive the source code for the Services or any related software and technology that is not open source software; (viii) utilize bots or other methods to access the Services, contacts, or to message other subscribers or users of the Services; or (ix) use the Services in furtherance of the violation of the rights of others.
c. If Shamrck Education believes, in its sole discretion, that you have violated or attempted to violate these Terms or any term of the Agreement, or that your use of the Services presents a material security risk, Shamrck Education may suspend your access to the Services until the violation has been corrected. Your payment obligations, if applicable, shall not be affected in any way by suspensions pursuant to the foregoing.
YOUR USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES, ALONG WITH ALL OTHER COMPONENTS AND OFFERINGS INCLUDED IN A SUBSCRIPTION, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY STATEMENTS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SHAMRCK EDUCATION, ITS AFFILIATES NOR ANY PERSON ASSOCIATED WITH THEM MAKES ANY STATEMENT, WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, NEITHER SHAMRCK EDUCATION, ITS AFFILIATES NOR ANYONE ASSOCIATED WITH THEM PROMISES THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES OR ANY PORTION THEREOF, WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE SERVICES OR THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE, ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE SERVICES OR ITEMS OBTAINED THROUGH THE SERVICES WILL OTHERWISE MEET ANY SUBSCRIBER’S NEEDS OR EXPECTATIONS. SHAMRCK EDUCATION AND ITS AFFILIATES HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. NO VERBAL OR WRITTEN REPRESENTATIONS, INFORMATION OR ADVICE GIVEN BY SHAMRCK EDUCATION, ITS AFFILIATES OR THEIR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE EXCLUDED OR LIMITED BY APPLICABLE LAW.
Limitation of Liability
a. IN NO EVENT SHALL SHAMRCK EDUCATION BE LIABLE FOR ANY LOSS OF PROFITS, LOSS OF USE, INTERRUPTIONS, LOSS OF DATA, COST OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH OR ARISING OUT OF THE PERFORMANCE OF OR FAILURE TO PERFORM THIS AGREEMENT, WHETHER ALLEGED AS A BREACH OF CONTRACT OR TORTIOUS CONDUCT, INCLUDING NEGLIGENCE, EVEN IF SHAMRCK EDUCATION HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN NO EVENT SHALL SHAMRCK EDUCATION’S TOTAL, CUMULATIVE LIABILITY UNDER THIS AGREEMENT EXCEED THE LESSER OF (i) THE AMOUNT PAID BY YOU TO SHAMRCK EDUCATION UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO LIABILITY, OR (ii) $200.
c. THE ALLOCATIONS OF LIABILITY IN THIS SECTION REPRESENT THE AGREED AND BARGAINED-FOR UNDERSTANDING OF THE PARTIES HERETO, AND THE COMPENSATION TO SHAMRCK EDUCATION IN EXCHANGE FOR SUBSCRIBER’S ACCESS TO THE SERVICES REFLECTS SUCH ALLOCATIONS. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS WILL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS IN ITS ESSENTIAL PURPOSE.
a. You shall, at your expense, (i) defend, or at your option settle (subject to Shamrck Education’s prior written consent) any claim brought against Shamrck Education, its affiliates, directors, officers, employees and/or agents, arising out of or related to your Subscription or access to the Services, including but not limited to your breach of these Terms or any term in the Agreement (each a “Claim”).
b. You shall indemnify Shamrck Education and pay (i) any settlement of a Claim or (ii) any damages finally awarded to a third party by a court of competent jurisdiction as a result of a Claim.
c. Shamrck Education shall use reasonable efforts to provide you prompt notice of any Claim and may assist you, at your expense, in defending any Claim.
Governing Law and Venue
This Agreement will be governed by the laws of the State of Georgia, without regard to its conflict of laws principles. For any action for which Shamrck Education seeks injunctive or other equitable relief as described in Section XIII (Arbitration) below, you hereby irrevocably submit to the personal jurisdiction of the federal and State courts located in Fulton County, Georgia.
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT. This Section is intended to be interpreted broadly and governs any and all disputes between us, including but not limited to claims arising out of or relating to any aspect of the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory; claims that arose before these Terms became applicable or any prior agreement (including, but not limited to, claims related to advertising); and claims that may arise after the expiration or other termination of these Terms. The only disputes excluded from this broad prohibition are the litigation of certain intellectual property and small court claims, as provided below. By agreeing to these Terms, you agree to resolve any and all disputes with us as follows:
a. Initial Dispute Resolution. Most disputes can be resolved without resort to litigation. You can reach our support department. Except for intellectual property and small claims court claims, the parties agree to use their best efforts to settle any dispute, claim, question, or disagreement directly through consultation with our support department, and good faith negotiations shall be a condition to either party initiating a lawsuit or arbitration.
b. Binding Arbitration. If the parties do not reach an agreed-upon solution within a period of thirty (30) days from the time informal dispute resolution is initiated under the Initial Dispute Resolution provision above, then either party may initiate binding arbitration as the sole means to resolve claims, subject to the terms set forth below. Specifically, all claims arising out of or relating to these Terms or previous versions of these Terms (including the Terms’ or the Privacy Policies’ formation, performance, and breach), the parties’ relationship with each other, and/or your use of the Services shall be finally settled by binding arbitration, as described below.
- Where the relief sought is ten thousand dollars ($10,000), or less, and you do not wish to bring the claim in small claims court, the arbitration will be conducted online by an online arbitration provider of our choosing in accordance with their applicable Arbitration Rules & Procedures effective at the time a claim is made. Currently, to start, you may initiate arbitration proceedings on the FairClaims website. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
- Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Atlanta, Georgia. Where the relief sought is between $10,001 and $250,000, arbitration shall be before a single arbitrator in accordance with the JAMS Streamlined Arbitration Procedure Rules. Where the relief sought exceeds $250,000, arbitration shall be before a panel of three arbitrators in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. To start an arbitration with JAMS, you must do the following: (a) write a Demand for Arbitration that includes a description of the claim and the amount of damages you seek to recover (you may find a copy of a Demand for Arbitration at www.jamsadr.com); (b) send three copies of the Demand for Arbitration, plus the appropriate filing fee, to JAMS, 1201 W Peachtree, NW, Suite 2650, Atlanta, Georgia 30309; and (c) send one copy of the Demand for Arbitration to us at 1000 Highland Colony Parkway, Suite 5203, Ridgeland, MS 39157, ATTN: Legal. You will be required to pay $250.00 to initiate an arbitration against us. If the arbitrator finds the arbitration to be non-frivolous, we will pay all other fees invoiced by JAMS, including filing fees and arbitrator and hearing expenses. You are responsible for your own attorneys’ fees unless the arbitration rules and/or applicable law provide otherwise.
- The arbitrator(s), and not any federal, state, or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability, or formation of agreement under these Terms or the Privacy Policies, including, but not limited to, any claim that all or any part of these Terms or the Privacy Policies is void or voidable, whether a claim is subject to arbitration, or the question of waiver by litigation conduct. The arbitrator(s) shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitral award shall be written and shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
- The parties understand that, absent this mandatory arbitration provision, they would have the right to sue in court and have a jury trial. The parties further understand that, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.
- The parties further agree to submit to the personal jurisdiction of any federal or state court in Fulton County, Georgia in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.
c. Class Action Waiver. The parties further agree that the arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this paragraph is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provisions set forth above shall be deemed null and void in their entirety and the parties shall be deemed to have not agreed to arbitrate disputes.
d. Exception: Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all disputes through arbitration, either party may bring enforcement actions, validity determinations or claims arising from or relating to theft, piracy or unauthorized use of intellectual property in State or federal court or in the U.S. Patent and Trademark Office to protect our Intellectual Property Rights. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
e. 30-Day Right to Opt-Out. You have the right to opt out and not be bound by the arbitration and class action waiver provisions set forth above by sending a written notice of your decision to opt-outwith the subject line, “ARBITRATION AND CLASS ACTION WAIVER OPT-OUT”. The notice must be sent within thirty (30) days your first use of the Services; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of those paragraphs. If you opt-out of these arbitration provisions, we also will not be bound by them.
f. Changes to this Section.
- We will provide at least thirty (30) days’ notice of any changes affecting the substance of this Arbitration and Class Action Waiver Section by posting on our Services. Amendments will become effective thirty (30) days after they are posted on our Services.
- Changes to this Section will otherwise apply prospectively only to claims arising after the thirtieth (30th) day. If a court or arbitrator decides that this subsection on “Changes to this Section” is not enforceable or valid, then this subsection shall be severed from the section entitled “Arbitration and Class Action Waiver”, and the court or arbitrator shall apply the first Arbitration and Class Action Waiver section in existence after you began using the Services.
g. Arbitration Agreement Survival. This arbitration agreement shall survive the termination of your relationship with us.
Any notice or other communication under this Agreement given by either party to the other will be deemed properly given if given in writing and delivered by email, with receipt acknowledged, or by first class mail, if properly addressed and stamped with the required postage, to (i) if to Shamrck Education, on our contact page or 1000 Highland Colony Parkway, Suite 5203, Ridgeland, MS 39157 or (ii) if to you, at the email and/or mailing address listed on your Account. Shamrck Education may change its address for notices by updating this Section of the Terms. You may change your address by updating your Account accordingly.
a. You may not assign this Agreement, in whole or in part, without the prior written consent of Shamrck Education. Any assignment in violation of the foregoing shall be void ab initio and of no effect. Subject to the foregoing, this Agreement is binding upon, inures to the benefit of, and is enforceable by, the parties and their respective successors and assigns. Nothing herein shall restrict Shamrck Education from assigning its rights or obligations to third parties.
b. You hereby consent to Shamrck Education’s identification of you as a Subscriber, including via a press release or other promotional means.
c. The failure of either party to enforce any provision of this Agreement or to exercise any rights or remedies under this Agreement will not be interpreted or construed as a waiver of such party’s right to assert or rely upon such provision in that or any other instance.
d. If any provision or portion of a provision of this Agreement is held to be invalid or unenforceable, the remaining portions will remain in full force and effect and such provision will be enforced to the maximum extent possible so as to give effect to the intent of the parties and will be reformed to the extent necessary to make such provision valid and enforceable.
e. This Agreement constitutes the entire agreement between the parties concerning its subject matter, and it shall supersede all prior proposals, agreements, or other communications between the parties, whether oral or written, regarding its subject matter. In the event of any conflict between the terms and conditions of these Terms and any other terms, conditions, policies, exhibits or order forms included in the Agreement, the terms and conditions of these Terms shall control.