1. Your Acceptance of this Agreement
This is an Agreement between you and all persons you represent (and for purposes of this Agreement, “person” includes natural persons and any type of incorporated or unincorporated entity) and Second Chance Placement LLC (SCP), and governs your use of the SCP Jobs Website (collectively the “Website”) and the content, information and services provided through the Website. Each time you use the Website you signify your acceptance and agreement, and the acceptance and agreement of all persons you represent, without limitation or qualification, to be bound by this Agreement, and you represent and warrant that you have the legal authority to agree to and accept this Agreement on behalf of yourself and all persons you represent. If you do not agree with each provision of this Agreement, or you are not authorized to agree to and accept this Agreement, you may not use this Website.
2. Scope of this Agreement
This Agreement is in addition to and supplements any written agreements that you or any persons you represent have with SCP (now or in the future) concerning your dealings with SCP. This Agreement and all other agreements that you or any persons you represent have with SCP (now or in the future) together constitute the entire agreement regarding your access to and use of the Website, and supersede all previous agreements (written, oral or otherwise) regarding your access to and use of the Website. In the event of any inconsistency or conflict between the provisions of this Agreement and the provisions of any other agreement that you or any persons you represent have with SCP (now or in the future), the provisions of this Agreement shall govern regarding your access to and use of the Website.
3. Changes to this Agreement
SCP may, in its discretion, change, supplement or amend this Agreement as it relates to your future use of the Website from time to time, for any reason, and without any prior notice or liability to you or any other person. You may not change, supplement, or amend this Agreement in any manner.
4. Permission to use the Website
The Website may be accessed and used only by individuals who have: (a) reached the age of majority in their jurisdiction of residence and can form legally binding contracts under applicable law; and (b) accepted this Agreement. Persons using the Website must comply with all applicable laws. SCP may in its discretion refuse permission to access and use the Website.
5. Website Communications and Orders
SCP endeavors to provide accurate information through the Website. Nevertheless, errors may occur. Accordingly, SCP reserves the right to change information available through the Website at any time and from time to time without any notice or liability to you or any other person.
7. No Advice
The Website is not intended to be a comprehensive or detailed statement concerning the matters addressed; tax, accounting, legal, or other professional or expert advice or recommendations. You should seek appropriate, qualified professional advice and recommendations before acting or omitting to act based upon any information provided on or through the Website.
8.1 Your License to Use the SCP Jobs Website
We hereby grant you a non-exclusive, non-transferable, personal license under the SCP intellectual property rights, to use the System subject to the Terms. By this license you are granted a limited right to use the System as stated, but you are not and will not become the owner of the System or any part thereof. Only you may use the System, and you may not rent, lease, lend, sub-license or transfer the System or any part thereof nor any of your rights under the Terms to anyone else. You may not develop or derive for commercial use any data in machine-readable or other form that incorporates or uses any part of the System.
8.2 Your User Responsibilities
You may only use the System and any part thereof for lawful purposes. As one of the conditions of your use, you warrant and represent that you are a genuine and bona fide business and that you are not using the System for any other purpose. It is YOUR RESPONSIBILITY to ensure that your use of the System complies with these Terms. You may not use the System or any part thereof to: (i) perform any activity which is or may be, directly or indirectly unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, libelous, vulgar, obscene, invasive of others’ privacy, hateful, or racially, sexually, ethnically or otherwise objectionable; (ii) perform any activity which will or may breach a third party’s intellectual property rights, contractual rights or other rights, including by submitting content that you do not have rights in; and (iii) advertise, offer, solicit, license or grant public access to any content offered on the System. In addition, in order to allow us to maintain a reliable and effective System, you specifically agree to refrain from intentionally providing any irrelevant, misleading or wrongful information and answers to questions or queries found on the System. You warrant and affirm that you will NOT:
- Impersonate any person or entity, or otherwise misrepresent your affiliation with a person or entity;
- Allow someone to help or assist you in completing any component of the System;
- Help or assist anyone else in completing any component of the System;
- Provide any incomplete, false or inaccurate information on any job posting submitted for a job through the System;
- Post or transmit any content or information that contains a virus, worms, Trojan horses, or corrupted data or any other contaminating or destructive features, or that otherwise interfere with the proper working of the System;
- Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful information;
- Eavesdrop, commit electronic trespassing, fraud or forgery, sniff, spam, nuke, hack, spoof, break passwords, contaminate the System, cause unauthorized, damaging and/or harmful access and/or retrieval of information and data;
- Create deep linking from any other page to any part of the System;
- Delete any author contributions, legal notices or proprietary designations or labels that you upload to any communication feature;
- Upload or transmit any content or information that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party;
- Use any robot, spider, scraper, deep link or other similar automated data gathering or extraction tools, program, algorithm or methodology to access, acquire, copy or monitor the Services or the System or any portion of the Services or the System;
- Use or attempt to use any engine, software, tool, agent, or other device or mechanism (including without limitation browsers, spiders, robots, avatars or intelligent agents) to navigate or search the System, other than the search engines and search agents available through the Services and other than generally available third-party web browsers (such as Microsoft Explorer);
- Attempt to decipher, decompile, disassemble, or reverse-engineer any of the software comprising or in any way making up a part of the Services.
- Make any automated use of the system, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;
- Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;
- Publish or link to malicious content intended to damage or disrupt another user’s browser or computer;
- Delete or revise any material posted by another person or entity;
- Violate any applicable laws or regulations or codes of conduct or other guidelines; and/or
- Violate any applicable requirement or condition stated herein.
8.2.1 Changes to the Services
We reserve the right, at any time and for whatever reason, to limit, deny, create different priorities to different users, modify, or cancel some or all of the functionality of the System or any part thereof, without prior notice. We may, at any time, suspend or cancel the System or any part thereof for any reason without prior notice. This version of the System is provided to you free of charge. Nevertheless, we expressly reserve the rights to charge you for the use of the System or certain parts thereof and change these Terms to reflect such changes. However, we will not charge you for using the System or certain portions of the System, before receiving your consent, though we reserve the right to terminate your membership with us and cancel your registration for the System, in whole or in part, should you refuse to provide such consent and payment if and when so required.
8.2.2 Waiver of Right for Revenues
YOU HEREBY WAIVE ANY RIGHTS OR CLAIMS AS TO ANY REVENUES OR BENEFITS WE DERIVE FROM YOUR USE OR DISTRIBUTION OF ANY CONTENT YOU TRANSMIT OR OTHERWISE DELIVER TO US.
8.3 Fee, Payments, Tax Incentives and Bonding
8.3.1 Fees for Posting Jobs
Employers may post job openings at a cost of $500 on the site provided they follow all requirements listed in these terms and conditions.
8.3.2 Fees for Hiring an Applicant
Other than the cost of the posting, there will be no additional fee for hiring individuals through the website.
8.3.3 Tax Incentives
All information related to state and federal tax incentives was collected from the Iowa Workforce Development website or links included in that website and SCP makes no claim that the information is accurate or reliable. It is the sole responsibility of you to research the information and determine if the information is accurate and if it applies to your business.
8.3.4 Federal Bonding Program
All information related to the Federal bonding program was collected from the Iowa Workforce Development website or links included in that website and SCP makes no claim that the information is accurate or reliable. It is the sole responsibility of you to research the information and determine if the information is accurate and if it applies to your business.
8.4 System Security
We operate secure data networks protected by industry standard security protection systems. However, the System service and our servers, as most Internet applications, are vulnerable to various security issues and hence should be considered unsecured. Data and information sent using the System may be subject to privacy and security invading activities including, but not limited to, eavesdropping, electronic trespassing, sniffing, spamming, nuking, hacking, spoofing, imposture, breaking passwords, harassment, fraud, forgery and system contamination, use of viruses, worms and Trojan horses, causing unauthorized, damaging harmful access and/or retrieval of information and data on your computer and other forms and activities that may even be considered unlawful. We are doing our best to prevent such invasions from happening but we will not be responsible for any damage or harm caused as a result of such actions. YOU ARE ESPECIALLY ADVISED AGAINST USING THE SYSTEM OR ANY PART THEREOF, WITH “CONTENT SENSITIVE” OR “MISSION CRITICAL” APPLICATIONS AND INFORMATION. “CONTENT SENSITIVE” SHALL MEAN ANY INFORMATION OR DATA YOU DO NOT WISH TO BE FREELY ACCESSIBLE AND GENERALLY AVAILABLE TO INTERNET USERS. “MISSION CRITICAL” APPLICATIONS AND USE SHALL MEAN APPLICATIONS AND USE THAT MAY RESULT IN DAMAGE.
8.4.1 Security Agreements
The following covenants are binding for all the System users, and the failure to comply with any of these safeguards will constitute grounds for SCP to terminate any data transfer arrangement between SCP and the person(s) or entity(ies) concerned. You are prohibited from violating or attempting to violate the security of the System, including without limitation, (i) accessing data not intended for such a user or logging into a server or account for which such a user is not authorized access, (ii) attempting to probe, scan or test the vulnerability of the System or our network or to breach security or authentication measures without proper authorization, (iii) attempting to interfere with services to any user, host or network, including, without limitation, via means of overloading, “flooding”, “mail-bombing” or “crashing”, or (iv) forging any TCP/IP packet header or any part of the header information in any posting. You agree that you will not use any device, software or routine to interfere or attempt to interfere with the proper working of the System or any part thereof. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on our infrastructure.
8.4.2 Security Violations
Violations of System or network security may result in civil and/or criminal liability. SCP will investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting users who are involved in such violations. In addition, and without prejudice to any other remedy to which SCP may be entitled under these Terms and/or any applicable law, SCP may immediately terminate, without notice, your use of and access to the System and any part thereof, and in the event that you have paid any amount for the right to use the System, then without derogating from any other right for indemnification and/or compensation it may have, SCP may set-off any such funds and you hereby forfeit any right you may have to receive any such funds from SCP.
8.5 Proprietary Rights
All content included on the Website, such as text, design, graphics, logos, icons, images, audio clips, downloads, interfaces and code, and software, any intellectual property held by SCP, and the selection and arrangement of any of these, are the exclusive property of SCP, its licensors and/or its content providers and is protected by copyright, registered trademark, and other applicable laws. Material published by SCP on this System may contain other proprietary notices or describe products, services, processes or technologies owned by SCP or third parties. Nothing in these Terms or in the System shall be construed as granting to you a license under any copyright, trademark, patent or other intellectual property right of SCP or any third party, except as expressly set forth herein.
9. Disclaimer, Liability Exclusion, Liability Limitation, Release and Indemnity
SCP DOES NOT ACCEPT ANY LIABILITY FOR YOUR USE OF THE WEBSITE. FOR THAT REASON, THE FOLLOWING PROVISIONS APPLY TO YOUR USE OF THE WEBSITE. DISCLAIMER: YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND WITHOUT ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, AND INCLUDING WITHOUT LIMITATION REPRESENTATIONS, WARRANTIES OR CONDITIONS OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, DURABILITY, AVAILABILITY, TIMELINESS, ACCURACY OR COMPLETENESS, ALL OF WHICH ARE HEREBY DISCLAIMED BY SCP TO THE FULLEST EXTENT PERMITTED BY LAW. THERE WILL NOT BE ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. YOU ARE SOLELY RESPONSIBLE FOR OBTAINING, CONFIGURING AND MAINTAINING ALL HARDWARE, SOFTWARE, TELEPHONE SERVICES, AND OTHER EQUIPMENT AND SERVICES NECESSARY FOR YOU TO USE THE WEBSITE. THE INTERNET IS NOT A SECURE MEDIUM, MAY BE SUBJECT TO INTERRUPTION AND DISRUPTION, AND INADVERTENT OR DELIBERATE BREACHES OF SECURITY AND PRIVACY. THE OPERATION OF THE WEBSITE MAY BE AFFECTED BY NUMEROUS FACTORS BEYOND SCP’s CONTROL. THE OPERATION OF THE WEBSITE MAY NOT BE CONTINUOUS OR UNINTERRUPTED, SECURE OR PRIVATE. SCP WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OR DAMAGES SUFFERED BY YOU OR ANY OTHER PERSON AS A RESULT OF ANY FAILURE OR REFUSAL BY SCP TO GIVE EFFECT TO, OR FOR ANY FAILURE OR DELAY BY SCP IN RECEIVING, ACCESSING, PROCESSING OR ACCEPTING ANY COMMUNICATION SENT TO SCP BY MEANS OF THE WEBSITE OR E-MAIL, OR FOR ANY LOSS OR DAMAGES SUFFERED AS A RESULT OF THE OPERATIONAL FAILURE, MALFUNCTION, INTERRUPTION, CHANGE, AMENDMENT OR WITHDRAWAL OF THE WEBSITE OR E-MAIL SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, SCP MAKES NO REPRESENTATION, WARRANTY OR CONDITION THAT: (A) THE WEBSITE WILL BE COMPATIBLE WITH YOUR PHONE, TABLET AND RELATED EQUIPMENT AND SOFTWARE; (B) THE WEBSITE WILL BE AVAILABLE OR WILL FUNCTION WITHOUT INTERRUPTION OR WILL BE FREE OF ERRORS OR THAT ANY ERRORS WILL BE CORRECTED; (C) THE WEBSITE WILL MEET YOUR REQUIREMENTS; (D) THE INFORMATION CONTAINED IN THE WEBSITE OR DERIVED FROM THE WEBSITE WILL BE ACCURATE, COMPLETE, SEQUENTIAL, OR TIMELY; (E) CERTAIN OR ANY RESULTS MAY BE OBTAINED THROUGH THE USE OF THE WEBSITE; (F) THE USE OF THE WEBSITE, INCLUDING THE BROWSING AND DOWNLOADING OF ANY INFORMATION, WILL BE FREE OF VIRUSES, TROJAN HORSES, WORMS OR OTHER DESTRUCTIVE OR DISRUPTIVE COMPONENTS; OR (G) THE USE OF THE WEBSITE WILL NOT INFRINGE THE RIGHTS (INCLUDING INTELLECTUAL PROPERTY RIGHTS) OF ANY PERSON
9.2 LIABILITY EXCLUSION
SCP WILL NOT UNDER ANY CIRCUMSTANCES BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY LOSS OF USE, LOSS OF PRODUCTION, LOSS OF INCOME OR PROFITS (ANTICIPATED OR OTHERWISE), LOSS OF MARKETS, ECONOMIC LOSS, SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE OR EXEMPLARY OR PUNITIVE DAMAGES, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, ARISING FROM, CONNECTED WITH, OR RELATING TO THE USE OF THE WEBSITE BY YOU OR ANY OTHER PERSON, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY SCP OR ANY AFFILIATE OR PROVIDER OR ANY PERSON FOR WHOM SCP MAY BE RESPONSIBLE, AND NOTWITHSTANDING THAT SCP OR ANY AFFILIATE OR PROVIDER MAY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES BEING INCURRED BY YOU OR ANY OTHER PERSON. THE EXCLUSION OF CERTAIN WARRANTIES AND THE EXCLUSION OF CERTAIN LIABILITIES ARE PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.
9.3 LIABILITY LIMITATION
WITHOUT LIMITING THE FOREGOING, IN NO EVENT WILL SCP OR ANY OF THE AFFILIATES AND PROVIDERS’ TOTAL LIABILITY TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR UNDER ANY OTHER THEORY OF LAW OR EQUITY, AND REGARDLESS OF ANY NEGLIGENCE OR OTHER FAULT OR WRONGDOING BY SCP OR ANY AFFILIATE OR PROVIDER OR ANY PERSON FOR WHOM SCP OR ANY AFFILIATE OR PROVIDER IS RESPONSIBLE, EXCEED $100 (US) OR THE AMOUNT YOU PAID TO SCP FOR THE USE OF THE WEBSITE, WHICHEVER IS LESS. THE LIMITATION OF CERTAIN LIABILITIES IS PROHIBITED BY LEGISLATION IN SOME JURISDICTIONS. SUCH LEGISLATIVE LIMITATIONS MAY APPLY TO YOU.
YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE AS PERMITTED BY LAW EACH OF SCP AND THE AFFILIATES AND PROVIDERS AND ALL OF THEIR RESPECTIVE FRANCHISEES, PARTNERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, SUBCONTRACTORS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE WEBSITE.
YOU AGREE TO INDEMNIFY, DEFEND AND HOLD HARMLESS EACH OF SCP AND THE AFFILIATES AND PROVIDERS AND ALL OF THEIR RESPECTIVE FRANCHISEES, PARTNERS, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, SUBCONTRACTORS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST ANY AND ALL LIABILITIES, EXPENSES AND COSTS, INCLUDING WITHOUT LIMITATION REASONABLE LEGAL FEES AND EXPENSES, INCURRED BY THE INDEMNIFIED PARTIES IN CONNECTION WITH ANY CLAIM OR DEMAND ARISING OUT OF, RELATED TO, OR CONNECTED WITH YOUR USE OF THE WEBSITE OR YOUR BREACH OF THIS AGREEMENT. YOU WILL ASSIST AND COOPERATE AS FULLY AS REASONABLY REQUIRED BY THE INDEMNIFIED PARTIES IN THE DEFENSE OF ANY CLAIM OR DEMAND. ADVICE AND INFORMATION PROVIDED BY SCP OR THE AFFILIATES AND PROVIDERS OR THEIR RESPECTIVE REPRESENTATIVES, WHETHER ORAL OR WRITTEN, WILL NOT CREATE ANY REPRESENTATION, WARRANTY OR CONDITION OR VARY OR AMEND THIS AGREEMENT, INCLUDING THE ABOVE DISCLAIMER, LIABILITY EXCLUSION, LIABILITY LIMITATION, RELEASE AND INDEMNITY PROVISIONS, AND YOU MAY NOT RELY UPON ANY SUCH ADVICE OR INFORMATION.
9.6 FAIR ALLOCATION OF RISK AND LIABILITY
YOU ACKNOWLEDGE AND AGREE THIS AGREEMENT REPRESENTS A FAIR ALLOCATION OF RISK AND LIABILITY.
10. Other Websites
11. Linking, Framing, Mirroring, Scraping and Data-Mining the Website
Links to the Website without the express written permission of SCP are strictly prohibited. The framing, mirroring, scraping or data mining of the Website or any of its content in any form and by any method are strictly prohibited.
12. License Grant
By providing information to SCP through the Website, you expressly grant, and you represent and warrant that you have a right to grant, to SCP a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such information.
13. Termination of this Agreement and the Website
If you breach any provision of this Agreement, you may no longer use the Website. SCP may, at any time and for any reason and in its discretion: (a) change, suspend or terminate, temporarily or permanently, the Website or any part of it; or (b) restrict, suspend or terminate (in whole or in part) your permission to access or use the Website; all without any notice or liability to you or any other person. If this Agreement or your permission to access or use the Website is terminated by you, or by a person you represent, or by SCP, then: (a) this Agreement and all other then existing agreements between SCP and any persons you represent will continue to apply and be binding upon you and any persons you represent, jointly and severally, regarding your prior access to and use of the Website, and anything connected with, relating to or arising there from.
14. Governing Law and Dispute Resolution
The Website is controlled by Second Chance Placement, LLC from Iowa Falls, Iowa, United States of America. This Agreement, your use of the Website, and all related matters are governed solely by the laws of the state of Iowa, United States of America and applicable federal laws of the United States of America, excluding any rules of private international law or the conflict of laws that would lead to the application of any other laws. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. The arbitration will be before a single arbitrator. The place of arbitration will be Des Moines, Iowa, United States of America. Notwithstanding the foregoing, you or SCP may seek injunctive relief from an appropriate court located in Des Moines, Iowa prior to or during the arbitration. Any claim or cause of action you may have arising from, connected with, or relating to your use of the Website, this Agreement, or any related matters must be commenced within six (6) months after the claim or cause of action arises, after which time the claim or cause of action is forever barred, regardless of any statute or law to the contrary.
Please send reports of any activity in violation of these Terms and Conditions to Teresa@secondchanceplacement.com. SCP will investigate incidents involving such violations and may involve and will cooperate with law enforcement officials if a criminal violation is suspected. Any such violation may result in criminal and civil liability.
16. Violation and Waiver
Should you violate these Terms and Conditions or any other rights of SCP; we reserve the right to pursue any and all legal and equitable remedies against you. If we should fail to enforce any right or provision in these Terms and Conditions, you agree that this failure does not constitute a waiver of such right or provision or of any other rights or provisions in these Terms and Conditions.
If a court should find that one or more rights or provisions set forth in these Terms and Conditions are invalid, you agree that the remainder of the Terms and Conditions shall be enforceable and that, to the extent permitted by law, the court shall give effect to the parties’ intentions, as reflected in any such right or provision that has been declared invalid or unenforceable.
17. Other Matters
If any provision of this Agreement is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed to be severed from the rest of this Agreement and shall not affect the validity and enforceability of any remaining provisions.