UNICOMM.CC Unified Cloud Communications. ("UNICOMM.CC") - Terms and Conditions of Service
Use of the Services by Customer constitutes Customer's acceptance of the terms specified on the Service Order, including the following terms and conditions ("Agreement"):
1. SERVICES, TERM AND USE
a. Services and Term. The services described on the Service Order ("Services") are provided and billed to Customer by UNICOMM.CC on a monthly (30-day) basis for the minimum term of Service ("Initial Term") and minimum monthly recurring fee ("Monthly Recurring Fee"), each as detailed on the Service Order. Unless UNICOMM.CC receives written notice of termination of Services from Customer sixty (60) days prior to the end of the Term, the Services shall automatically renew at the same Monthly Recurring Fee on an annual basis at the same rates for the Services detailed on the original Service Order (each a "Renewal Term", together with the Initial Term, the "Term"). Any such notice by Customer shall be sent to UNICOMM.CC by certified post at PO BOX 691337, West Hollywood, CA 90069.
b. Acceptance. Customer's acceptance of the Services, and Hardware (if applicable), is deemed to occur on the earlier of (i) first use of the Services and/or Hardware, as applicable, by Customer or (ii) seven (7) days following delivery of the Services and/or Hardware, as applicable, to Customer.
c. Use. Customer and those Customer employees, consultants, contractors, or agents who are authorized by Customer to use the Service in support of Customer's operations and who have been given user logins and passwords by Customer ("Users") may use the Service and associated materials provided to Customer in conjunction with the Services, including any and all training, marketing, and demonstration materials, diagrams, test plans, and work flows ("Materials") solely for Customer's own internal business operations and not for any form of redistribution or resale. Customer will comply, and will ensure that its Users comply, with all applicable local, state, national international and foreign laws, treaties, regulations and conventions in connection with use of the Service, including without limitation those related to data privacy, international communications, and the exportation of technical or personal data. Customer shall, where required by law, inform third parties of the collection, storage or processing of any communications, personal information or other information, to ensure that any required third parties have opted in to such collection, storage or processing, and to otherwise comply with all applicable data protection and privacy law concerning the collection, storage and processing of personal information concerning such third parties
d. Ownership. Subject to the limited rights expressly granted hereunder, UNICOMM.CC or its suppliers reserves all right, title and interest in and to (i) the Service: (ii) any and all Materials and Confidential Information provided or disclosed to Customer during the term of this Agreement: (iii) any and all derivatives, enhancements or improvements thereof; and (iv) any and all intellectual property rights contained in the foregoing (i), (ii), and (iii). No rights are granted to Customer hereunder other than as expressly set forth herein. Customer shall not (i) copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means, including but not limited to electronic, mechanical, photocopying, recording or other means or create derivative works based on the Service or, except as expressly authorized herein, the Materials; (ii) alter, remove, obscure, frame or mirror UNICOMM.CC or its suppliers branding, proprietary notices or any content forming part of the Service or the Materials; (iii) disassemble, reverse compile, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the Service or the Materials (as applicable to such Materials); (iv) modify, incorporate into or with other software or material, or create a derivative work of any part of the Service or the Materials; (v) attempt to circumvent or circumvent any license, timing or use restrictions that are built into the Service or the Materials; or (vi) access the Service or the Materials in order to (A) benchmark against or build a competitive product or service, or (B) copy any ideas, features, functions, or graphics of the Service or the Materials.
e. 911 Emergency Dialing Description and Limitations.
(i) Service Outages Due to Power Failure or Disruption. Depending on several factors, including, but not limited to, the geographic location of the phone number associated with Customer's VoIP device (e.g., SIP phone, or IP phone software application) and/or the service address listed by Customer on the Service Order ("Registered Location"), dialing 911 on Customer's phone, Customer's call, in many cases, will be routed to emergency personnel responsible for Customer's Registered Location. Emergency resources and personnel will be dispatched to the Registered Location regardless of Customer's actual location or that of Customer's VoIP device at the time of the call.
(ii) Customer Responsibilities. Customer must correctly identify the actual service address where each VoIP device will be located if different from the address listed in the Service Order. Failure to do so may result in fire, police or emergency personnel either not being able to find Customer's location or may significantly delay their response time. Additionally, Customer may incur additional costs, fines or other penalties, including service provider charges, resulting from improper dispatch of emergency services or calls to emergency service dispatchers where Customer has failed to correctly identify the actual service address. Should Customer wish to move its Service, Customer must update the Registered Location at least ten (10) days prior to Customer's move to avoid delays and loss of emergency services.
(iii) Limitations of 911 Emergency Dialing. CUSTOMER ACKNOWLEDGES THAT 911 EMERGENCY DIALING ("VoIP 911") ASSOCIATED WITH VOIP HAS CERTAIN LIMITATIONS, WHICH CUSTOMER MUST UNDERSTAND BEFORE ORDERING: (i) VoIP 911 only functions if Customer is using an approved VoIP device, equipment or software and after the Service Order has been processed and Customer has received a 911 service confirmation. If Customer uses non-approved equipment or software or attempt to access VoIP 911 service prior to confirmation, VoIP 911 may fail; (ii) even though Customer may be able to make outbound calls immediately after installing the VoIP device, provisioning of VoIP 911 may take additional time to complete. If Customer attempts to make VoIP 911 calls before receiving a 911 service confirmation (or prior to completion of VoIP 911 provisioning), calls to 911 may fail or may be forwarded to a non-public, backup emergency answering service; and (iii) after VoIP 911 is provisioned, emergency personnel may not have Customer's Registered Location and/or Customer's phone number on file, so each of Customer's Users should be prepared to provide that information in the event Customer requires emergency services and dial "911." VoIP 911 will not function if: (i) Customer's VoIP device fails or is not configured correctly; (ii) if Customer's service is not working for any reason, including, but not limited to, a power outage, broadband service outage, network congestion, suspension or disconnection of Customer's Service, broadband connection, or electrical power because of non-payment or late payment; or Customer fails to meet the minimum technical service requirements. FOLLOWING A POWER OUTAGE, CUSTOMER MAY NEED TO RESET OR RECONFIGURE CUSTOMER EQUIPMENT PRIOR TO BEING ABLE TO USE THE SERVICE, INCLUDING VOIP 911. In certain limited cases, Customer's VoIP 911 call will not be routed to the "traditional" wireline 911 dispatch center. Instead, it will be routed to a wireless telephone emergency dispatch center that may not normally receive 911 calls from Customer's Registered Location. In this case, emergency personnel will not have Customer's Registered Location and/or Customer's phone number on file, so Customer should be prepared to provide that information in the event Customer requires emergency services and dial "911." IF THE CALL IS DISCONNECTED FOR ANY REASON, EMERGENCY PERSONNEL WILL HAVE NO WAY TO CONTACT CUSTOMER OR DETERMINE CUSTOMER'S IDENTITY OR LOCATION, SO CUSTOMER SHOULD RE-DIAL "911" IMMEDIATELY. IF ANY OF THE FOLLOWING OCCUR: (i) "traditional" 911 or E911 services are not available in Customer's area; (ii) Customer's Registered Location address cannot be validated; (iii) there is a failure in the underlying landline 911 network; or (iv) there is a failure in the VoIP 911 call or location processing system. If Customer's address differs from the Registered Location, the emergency dispatch center will not have the ability to determine Customer's location other than by asking Customer to provide Customer's name and physical address. Only then will the emergency dispatch center be able to connect the call to an administrative number of the proper emergency dispatch center. THIS MAY RESULT IN A DELAY IN HANDLING OF CUSTOMER'S EMERGENCY CALL AND, CONSEQUENTLY, MAY RESULT IN FIRE, POLICE OR EMERGENCY PERSONNEL EITHER NOT BEING ABLE TO FIND CUSTOMER'S LOCATION OR MAY SIGNIFICANTLY DELAY THEIR RESPONSE TIME. FURTHER, IF CUSTOMER DOES NOT REACH EMERGENCY PERSONNEL, THEY MAY NOT HAVE THE ABILITY TO CONTACT CUSTOMER IF THE CALL IS DISCONNECTED FOR ANY REASON, SO CUSTOMER SHOULD REDIAL "911" IMMEDIATELY.
2. HARDWARE:
a. Delivery. UNICOMM.CC will deliver the Hardware on the date mutually agreed by the parties shipping point.
b. Title, Risk of Loss and Security Interest. Hardware detailed on the Service Order ("Hardware") shall be either purchased from UNICOMM.CC or rented from UNICOMM.CC, as indicated on the Service Order.
(i) Purchase: Where the Service Order provides for Hardware to be purchased by Customer, title and risk of loss to the Hardware will pass to Customer upon shipment. However, in the event Customer has elected to finance such purchase, title shall pass to such third-party financer upon payment in full for the Hardware, unless the parties agree otherwise.
(ii) Rental: Where the Service Order provides for Hardware to be rented by Customer as part of the Monthly Recurring Fee, title and direct physical loss or damage to the Hardware shall remain with UNICOMM.CC, except as set out herein. However, in no event shall UNICOMM.CC be liable for interruption of Customer's business, loss or damage to Customer's property, or any other loss, including but not limited to injury to any of Customer's employees, agents, or any other person on Customer's premises, or damage extending beyond the direct physical loss of, or damage to, the Hardware. Further, UNICOMM.CC shall not be responsible for any loss resulting from: (x) unauthorized tampering or interference with the Hardware by Customer or its agents; (y) neglect or abandonment of all or part of the Hardware by Customer; or (z) any loss or damage that reasonably could have been prevented by Customer or resulted from Customer's negligence in maintaining adequate protection for the Hardware. In the event of a loss of or damage to, all or any part of, the Hardware as a result of subsections (x) through (z) inclusive, Customer will incur the expense for repair or replacement of the damaged or lost Hardware. Customer will also maintain adequate commercial general liability insurance, copies of which shall be furnished UNICOMM.CC on request. THE OCCURRENCE OF ANY LOSS OF OR DAMAGE TO, ALL OR ANY PART OF, THE HARDWARE SHALL NOT, HOWEVER, RELIEVE OR REDUCE ANY OTHER COVENANT, CONDITION OR PROVISION CONTAINED IN THIS AGREEMENT.
c. Security Interest. Until payment in full of the Hardware by Customer or, in the case of a Hardware rental, during the Term, Customer hereby grants to UNICOMM.CC a security interest in the Hardware and authorizes UNICOMM.CC or shall assist UNICOMM.CC to file any forms necessary in order to perfect a security interest in the Hardware.
3. PAYMENT AND BILLING
a. Fees. Customer will pay the Monthly Recurring Fee and all associated charges for Services and Hardware (as applicable) detailed on a Service Order, as well as applicable variable usage and non-recurring charges incurred by the Customer in the billing month. Customer agrees to pay the Monthly Recurring Fee even if Customer's actual usage is less than the Monthly Recurring Amount.
b. Invoicing. All invoices are due and payable by Customer upon receipt. Customer will be required to pay a rebilling fee for past due accounts at the lesser of either 1.5% monthly or the maximum rate allowed by applicable law. Customer shall be charged the greater of one percent (1.0%) of the amount owed or $35.00 for any insufficiently funded payment returned to UNICOMM.CC on Customer's account.
c. Credit Worthiness. Subject to credit review, Customer may be required, upon request from UNICOMM.CC, to make an advance payment or deposit to UNICOMM.CC for the Services and/or Hardware, or portion thereof.
d. Taxes. Customer shall pay any applicable taxes and governmentally imposed fees arising from its purchase under this Agreement (excluding taxes on UNICOMM.CC's income), or provide a tax exemption certificate prior to invoicing. Customer acknowledges and agrees that in the event that any governmental agency revises or imposes taxes, of any kind, on any service provided hereunder, that UNICOMM.CC reserves the right to pass on all such taxes without notice to Customer.
4. TERMINATION
a. By UNICOMM.CC. UNICOMM.CC may terminate, discontinue or suspend Services to a Customer or a User, or cancel an application for Services without incurring any liability in the event of: (i) non-payment of amounts due by Customer for more than thirty-five (35) days (pre-paid) or (5) days post-paid accounts; (ii) breach of this Agreement; (iii) a violation by Customer of any law, rule or regulation of any governmental authority having jurisdiction over the Services; (iv) suspension or termination of services by a Network Operator; (v) hacking, cracking, phishing, denial-of-service attacks, infection by computer viruses, worms or Trojan horses, or other activities that threaten computer or data security; (vi) activities that UNICOMM.CC or its suppliers reasonably determines are defamatory, illegal, or offensive or are otherwise injurious or detrimental to the Service, to the supplier or the Service, to a Network Operator or to another customer; (vii) prohibition against UNICOMM.CC from furnishing Services by order of a court or other governmental authority having jurisdiction; (viii) the provision of false or misleading credit information by Customer or violation of UNICOMM.CC's Acceptable Use Policy; (ix) the inability of UNICOMM.CC to provide comparable services under comparable terms and conditions due to the unavailability of provider services; and (x) violation of any rules or regulations as set forth in UNICOMM.CC's applicable state and federal tariffs, as may be amended from time to time ("UNICOMM.CC tariffs"). In the event UNICOMM.CC elects to terminate this Agreement during the Initial Term, subject to this section, Customer shall immediately return to UNICOMM.CC all rental Hardware
b. By Customer. In the event Customer terminates this Agreement prior to the end of the current Term, Customer will pay UNICOMM.CC, immediately upon presentation of all outstanding invoices, an amount equal to (i) the Monthly Recurring Amount, multiplied by the number of months remaining in the current Term, (ii) long distance billing prior to notice of termination; and (iii) the dollar value of any promotional credit awarded Customer as set forth in the Special Promotions document. Customer shall also promptly return to UNICOMM.CC all rental Hardware in its possession, in accordance with the directions provided by UNICOMM.CC.
5. WARRANTIES
a. SERVICES WARRANTY DISCLAIMER. CUSTOMER ACKNOWLEDGES THAT THE SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES PROVIDED BY UNICOMM.CC OR ITS SUPPLIERS, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, QUALITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. UNICOMM.CC does not warrant that the Services will be uninterrupted or error-free, that defects will be corrected, or that the Services or the server that makes it available, are free of viruses or other harmful components. The entire risk as to the quality of, or arising out of use or performance of, the Services, if any, remains with Customer. The foregoing exclusions and disclaimers are an essential part of this Agreement and formed the basis for determining the price charged for the Services. Should any part of this disclaimer not be allowed in certain jurisdictions, those parts may not apply to Customer.
b. Hardware Warranty. All Hardware components will be free from defects in material and workmanship under normal use and will perform in substantial compliance with the manufacturer's specifications. The exclusive remedy and recourse for Customer under this Hardware warranty is for UNICOMM.CC, at its election, to repair, replace or modify the defective parts. UNICOMM.CC may utilize remanufactured, certified parts that meet the specifications. Such replacement parts will be covered for the remainder of the existing Hardware warranty. Any part removed shall become the property of UNICOMM.CC. For Hardware purchased by Customer, the Hardware warranty set out in this 5(b) shall be valid for a period of twelve (12) months following shipment of the Hardware to Customer. For Hardware rented by Customer, the Hardware warranty shall be valid during the Term.
c. Exceptions to the Warranty. The Hardware warranty detailed above shall become void if one of the following occurs: (i) the Hardware is not used properly in accordance with the manufacturer's specifications and operating instructions or otherwise is abused, damaged, or negligently serviced or maintained by anyone other than UNICOMM.CC or an authorized UNICOMM.CC dealer; (ii) work is performed on the Hardware by anyone not authorized by UNICOMM.CC; (iii) the Hardware is installed or used in combination or in assembly with products that are either not approved by UNICOMM.CC or not compatible with the Services. The Hardware Warranties exclude Customer-supplied parts and expendable or personal use items such as batteries, headsets, paper, printer ribbons, cabling or non-UNICOMM.CC telephone sets. Warranties are predicated on UNICOMM.CC receiving timely written notice of any nonconformity with as much specificity as is known and as soon as Customer becomes aware of such nonconformity, but in any event prior to the expiration of the relevant warranty period. UNICOMM.CC shall have the right to inspect and test the Hardware and the associated local area network and communications infrastructure to determine, in its reasonable discretion, whether the nonconformity is covered under the applicable warranty. THE WARRANTIES SET FORTH HEREIN IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, FROM UNICOMM.CC OR ITS SUPPLIERS. THERE ARE NO OTHER REPRESENTATIONS THAT EXTEND BEYOND THE FACE OF THESE WARRANTIES. ALL OTHER WARRANTIES OR CONDITIONS WHATSOEVER, INCLUDING THE WARRANTY OF MERCHANTABILITY & THE WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY EXCLUDED & DISCLAIMED. UNICOMM.CC DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES OR HARDWARE WILL BE UNINTERRUPTED OR ERROR FREE.
d. Disclaimers - UNICOMM.CC disclaims any express or implied warranty or condition that the Hardware or any Services provided by UNICOMM.CC prevent toll fraud, unauthorized access, loss or theft of electronic data, or invasion of privacy (collectively, "fraudulent activity"). UNICOMM.CC shall have no liability to Customer in the event of such fraudulent activity. Customer is advised that the operation of e-911 requires accurate information be provided by Customer to UNICOMM.CC for storage in UNICOMM.CC's database, which Customer is solely responsible for updating. Further, Customer acknowledges and agrees that e-911 service will not be available, and UNICOMM.CC assumes no liability: (i) if there is a power failure or some other type of failure of the equipment installed at the Customer premises; (ii) if there is a failure or congestion of the access connection (such as dsl or t-1 connection) or associated equipment provided to connect the Customer location to the VOIP service network; (iii) if there is a failure or congestion of the VOIP network providing Customer's VOIP service, the public switched telephone network (pstn), the 911 service provider's network or the emergency services network; (iv) if Customer is using the Services outside of the United States; (v) if Customer has moved the VOIP device, delayed in providing or failed to provide accurate location information to Customer's service provider, or the information Customer has provided has not yet been updated by Customer's service provider or is inaccurate; (vi) if the Services have been disconnected or suspended for non-payment or any other reason; (vii) for those circumstances under which 911 service may be limited to traditional 911 service rather than enhanced 911 (or 'e-911'). With e-911 the Customer address and callback information is automatically provided to the emergency services systems. If e-911 service is not available in Customer's area or at the time of the 911 call, then, the system may default to traditional 911 service and the Customer may be required to verbally inform the 911 call taker or emergency responder of their address and phone number; and/or (viii) or failure of emergency services under certain circumstances, including but not limited to, those circumstances in which Customer is using call forwarding, call redirection or blocking services, and/or when the emergency callback number is configured to ring a phone at a different location than the Customer's VOIP device.
6. LIMITATION OF LIABILITY
In no event will UNICOMM.CC or its suppliers be liable to Customer for any loss of data, loss of profits or savings, loss of business, loss of reputation or goodwill or any economic loss or indirect, incidental, consequential, punitive, special or exemplary damages arising out of or in connection with this Agreement or the breach of any express or implied warranty or condition in connection with the Services, Hardware, or this Agreement even if UNICOMM.CC or its suppliers have been advised of the possibility of such damages and regardless of the nature of the cause of action or theory asserted regarding such damages. In no event shall UNICOMM.CC's or its suppliers' total liability for any damages, direct or indirect, arising from or in connection with the Services, Hardware or this Agreement exceed the fees paid by Customer for the Services, whether such liability arises from any claim based upon contract, warranty, tort or otherwise, including negligence. The amount of proven direct damages for the Services shall not exceed an amount equal to the charges applicable under the Agreement for the time period during which Services were affected.
7. CUSTOMER INDEMNITY
Customer shall indemnify, defend and hold UNICOMM.CC harmless against all claims, costs, losses, expenses, damages or liabilities ("Damages") to the extent such arise from (i) the material, data, information or other content transmitted over UNICOMM.CC facilities (including the data and content received or provided for transmission through the Service) or any use thereof infringing or misappropriating the rights of a third party; (ii) infringement arising from combining or connecting UNICOMM.CC Services with apparatus and systems of Customer or any third party; (iii) any act or omission by the Customer in connection with any Service provided by UNICOMM.CC or the terms of this Agreement (iv) the installation, operation, failure to operate, maintenance, removal, presence, condition, location or use of equipment or wiring provided by UNICOMM.CC where such is not the direct result of the negligence of UNICOMM.CC. No agents or employees of other carriers shall be deemed to be agents or employees of UNICOMM.CC.
8. FORCE MAJEURE
Except with respect to Customer's payment obligations for Services rendered prior to the commencement of a Force Majeure event, notwithstanding any other provision of the Agreement, neither Party shall be liable to the other Party for any delay or failure in performance of the Agreement to the extent such delay or failure is caused by fire, flood, explosion, accident, war, strike, embargo, governmental requirement, civil or military authority, Act of God, inability to secure materials or labor or any other causes beyond its reasonable control. Any such delay or failure shall suspend the Agreement until the Force Majeure ceases.
9. REGULATORY CHANGE
UNICOMM.CC may amend any contract term or pricing in response to a regulatory change that materially changes the technical feasibility or economics of providing service. UNICOMM.CC will notify Customer in writing when exercising this right, after which Customer will have thirty (30) days from the date of the notice to terminate the adversely affected Services for cause by notifying UNICOMM.CC in writing. If Customer does not respond in writing to UNICOMM.CC within thirty (30) days, Customer waives its right to terminate. For avoidance of doubt, Customer's remedy pursuant to this section shall not apply for rates otherwise subject to change as designated on Customer's Service Order.
10. CONFIDENTIALITY
Customer shall maintain in confidence and prevent the unauthorized use, disclosure, copying or publication of, as applicable (i) supplier, customer and financial information and data; (ii) the Services and associated end user documentation, which shall include any and all associated intellectual property rights of UNICOMM.CC and its suppliers; and (iii) any other information which is designated as confidential (or like designation), is disclosed in circumstances of confidence, or would be understood by the receiving party, using reasonable business judgment, to be confidential.
11. PUBLICITY
Neither party shall use the name of the other party in publicity, advertising, or similar activity, without the prior written consent of the other, except Customer agrees that UNICOMM.CC may profile or disclose Customer as a UNICOMM.CC customer in standard marketing materials, including press releases, corporate presentations and digital properties and/or other marketing vehicles as UNICOMM.CC may deem appropriate.
12. GENERAL
The Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of California, without regard to its conflict of laws principles. Each party consents to personal jurisdiction in the state and federal courts of the State of California. In addition, this Agreement, and the Services provided hereunder, are subject to terms and conditions set forth in UNICOMM.CC's Tariffs; and UNICOMM.CC's Acceptable Use Policy ("AUP") SERVICE LEVEL AGREEMENT ("SLA") located at https://unicomm.cc/terms including any codes of conduct imposed by third-party network operators in connection with the use of data and content obtained through such networks and transmission of data and content through the Service, including transmission by telecommunications, SMS, chat, email and social networks ("Network Operator Conditions"). Customer agrees to comply with such Network Operator Conditions. The UNICOMM.CC Tariffs, AUP, SLA and other applicable schedules referenced at https://unicomm.cc/terms may be modified from time to time. In the event of a conflict between the terms of this Agreement and the UNICOMM.CC Tariffs, the UNICOMM.CC Tariffs shall prevail. Any notice, communication or demand, including address changes, required by Customer will be effective when mailed, properly addressed, with postage prepaid to the other party at the address on the Service Order, unless otherwise set out herein. The entire agreement between the parties with respect to this subject matter is contained in this Agreement, including the UNICOMM.CC Tariffs and any other documents incorporated by reference. This Agreement may not be modified, except in writing signed by both parties. In the event of a dispute in the terms and provisions of this Agreement, the prevailing party shall be entitled to reasonable attorney's fees in addition to all other remedies that the law provides. This Agreement may not be assigned or transferred by the Customer without express prior written approval of UNICOMM.CC. UNICOMM.CC may substitute the Hardware or any component thereof with comparable new equipment of equivalent functionality. UNICOMM.CC may subcontract its obligations under this Agreement but will remain responsible for such obligations. In the event a provision contained herein is for any reason be held to be unenforceable, such unenforceability shall not affect the validity of any other provision of this Agreement, and this Agreement shall then be construed as if such unenforceable provision had never been contained herein. The parties agree to work in good faith to substitute the invalid provision with one that best achieves the original intent of the parties.