Acssel HMS Agreement
Acssel HMS is most valuable asset in the wellbeing and reputation of its customers and stakeholders, and believes in developing and protecting this asset.
Please read this software license agreement (“license”) carefully before using the software. By using the software, you are agreeing to be bound by all of the following terms. If you are accessing the software electronically, signify your agreement to be bound by all of these terms by clicking the “agree” button. If you do not agree to the terms, do not use the software and click “disagree”.
This Electronic Agreement (“Agreement”) executed on dated you clicked the “agree” button is made by and between:
Acssel Infotech Pvt. Ltd. a private limited company incorporated under the Companies Act, 2013 and having CIN No. U74999MH2020PTC340290, PAN No. AATCA5190R and having its registered office at Office at 505, 5th floor, Ambience Court, Plot No.02, Sector - 19D, Vashi, Navi Mumbai, Maharashtra, India, Pin – 400705, represented by its Authorised Signatory (hereinafter referred to as “Acssel IPL” or the Party of the First Part, which expression unless repugnant to the context shall include its successors and assigns permitted by Second Part);
AND
Your Company or Individual and Address as provided in Login Details. Hereinafter collectively referred to as ‘Party of the Second Part’ or ‘Subscriber’ (Which expression shall unless it be repugnant to the context or meaning thereof deem to mean and include legal heirs, successor, authorized representatives, executors, administrators and assigns);
Acssel IPL owns all right, title, and interest in and to that certain computer program and documentation identified as [name] ("Software"), the functional specifications for which are set forth;
Acssel IPL desires to provide software on use purpose, on subscription basis without the title or code to Software subscriber, and Software subscriber desires to use it on subscription basis in accordance with the terms and conditions of this agreement;
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Acssel IPL and Software subscriber, intending to be legally bound, hereby agree as follows:
a. “Affiliate”: any entity that directly or indirectly controls, is controlled by, or is under common control with You or Us, as the case may be, but only for so long as the control exists. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests.
b. “Agreement”: these Terms and any Order between You and Us.
c. “Acssel IPL”, “We”, “us” means Acssel Infotech Pvt. Ltd. and/or its subsidiary (ies) and/or affiliate(s).
d. “Acssel IPL Partners” means businesses who are authorized to sell Acssel IPL products and Services by Acssel IPL.
e. "Applicable Law" means all applicable laws, rules, regulations, guidelines, statutory or government notifications including health ministry regulations, ART act regulations, Pharmacy Regulations etc.
f. “Confidential Information”: any information disclosed to a party by the other party concerning the business and/or affairs of the other party, including but not limited to information relating to a party's operations, technical or commercial know-how, specifications, inventions, processes or initiatives, plans, product information, pricing information, know-how, designs, trade secrets, software, documents, data and information which, when provided by one party to the other: a) are clearly identified as “Confidential” or “Proprietary” or are marked with a similar legend; b) are disclosed orally or visually, identified as Confidential Information at the time of disclosure and confirmed as Confidential Information in writing within 10 (ten) days; or c) a reasonable person would understand to be confidential or proprietary at the time of disclosure.
g. “Customer Data”: the data and information provided by You to Us through Your use of the Software. This data may include data of patients, doctors, staff and other individuals or vendors or companies.
h. “Customer”, “User”, “You”, “Your” means any individual, entity or organization, having entered into any commercial transaction with Acssel IPL and who is using the software and whose data is being collected in software.
i. "Customer’s Bank" means the bank where the User maintains his/her Funding Account and has linked that Funding Account for the purpose of debiting/crediting the Payment Transactions through Cheque, Neft, RTGS, UPI, Debit card or Credit card.
j. “Data Protection Laws”: all laws, rules, regulations, decrees, or other enactments, orders, mandates, or resolutions relating to privacy, data security, and/or data protection, and any implementing, derivative or related legislation, rule, and regulation as amended, extended, repealed and replaced, or re-enacted, as well as any applicable industry self-regulatory programs related to the collection, use, disclosure, and security of Personal Information including the EU General Data Protection Legislation.
k. “Fees”: the fees payable by You for the Subscription as set out in an Order.
l. “Force Majeure Event”: acts, events, omissions or accidents beyond Our reasonable control, including, without limitation, strikes, industrial disputes, failure of a utility service or transport network, acts of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of machinery, act of terror, Internet service provider failure or delay, denial of service attack, fire, flood or storm, but excluding (a) financial distress or the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party's financial inability to perform its obligations hereunder.
m. “Major Release”: a Release of the Software that is designated by Us as such in accordance with our then-current naming convention (e.g. Major Release 3 -> Major Release 4).
n. “Minor Release”: a Release of the Software within a given Major Release that We designate through a respective change in numbering in accordance with our then-current naming convention (e.g. Release 4.2 -> Release 4.3).
o. “Malware”: anything or device (including any software, code, file or program) which may prevent, impair or otherwise adversely affect the access to or operation, reliability or user experience of any computer software, hardware or network, telecommunications service, equipment or network or any other service or device, including worms, trojan horses, viruses and other similar things or devices.
p. “Order”: an order entered into between You and Us specifying the Subscription You have ordered, and the Fees owed thereunder, and such other terms as are agreed, including any addenda and supplements thereto.
q. “Personal Data”, “Data” refers to all the personal, non-anonymized data provided by the Customer about their staff, patients, doctors and other individuals.
r. “Release”: any new Major Release, Minor Release, bug-fix or patch We make available to You for Your Subscription.
s. “Subscription”: the subscriptions You purchase under an Order for Your use of the Software and Support Services in accordance with the Agreement.
t. “Subscription Fees”: the Fees payable for the Software as set out in an Order.
u. “Subscription Term”: the Subscription Term and any subsequent Renewal Terms as set out in an Order.
v. “Support Services”: the support services, as described in the Support Services Description, that We provide to You in respect of the Software.
w. “Support Services Description”: the then-current documents describing in more detail the Support Services and made available by Us on the Acssel website.
x. “Software”, “Application” means collectively, the full retail version of the Software, given on subscription to Software subscriber without source code and object code, together with any and all improvements, corrections, modifications, updates, enhancements or other changes, whether or not included in the current version, plus all System Documentation and User Documentation. The Acssel IPL’s software solution like Acssel HMS, Clinic Management Solution, Pharmacy Management software, WhatsApp Marketing solution or Healthcard and other software application provided by Acssel IPL on subscription basis on web-based or Local server Based solutions.
y. “Software Trade Secret” means any scientific or technical information, design, process, procedure, formula, or improvement included in the Software that is valuable, not generally known in the industry, and gives the owner of the Software a competitive advantage over those competitors who do not know or use such information.
z. “Subscription Term”: the term or schedule of Your Subscription as agreed in the Order which commences on the date of acceptance of the Order or as otherwise agreed to by the parties.
aa. “System Documentation” means all documentation used in the development and updating of the Software, including but not limited to, design or development specifications, error reports, and related correspondence and memoranda.
bb. “Taxes”: any applicable sales, use, value added, duties, assessments, excise, withholding or other taxes assessable by any jurisdiction whatsoever based on the applicable Order Form.
cc. “User”: those employees, agents and independent contractors of Yours or Your Affiliates who are authorized by You to use the Software in accordance with the Agreement, and to whom You have supplied a user identification and password (if applicable).
dd. “User Documentation” means the end-user instruction manual that usually accompanies the Software instructing end users in the use of the Software in both printed and electronic form.
ee. "Website(s)" means - Any website(s) Acssel IPL own and operate such as www.Acssel.com or www.healthcard.online or Any web pages or social networks that post a link to this privacy policy.
a. These Terms, together with any accepted Order between You and Us, comprise the Agreement between You and Us. The Agreement governs Your use of the Software and Support Services.
b. We shall make the Software available to You as a Subscription in accordance with the applicable Order. The Subscription Fees cover the use of the Software (in accordance with the license granted herein) and the provision of Support Services, as further described in the Agreement. These Terms do not apply in respect of any additional services such as any installation, integration, parametrization and/or adaption services related to the Software.
c. By signing an Order offered by Us, which references these Terms or by indicating Your acceptance through an “I accept” button or similar electronic acceptance method, You accept the Order and agree to be bound by the Agreement.
a. We shall make available to You the Software for use by the date specified in the Order with URL, login and Password of Admin; and this shall be the date the Software is deemed delivered to You. Alternatively, We may at Our discretion provide You access to the information using a different format, provided any such different format will not affect Your use of the Software.
b. In respect of new Releases, delivery shall be deemed completed on the date. We make the applicable new Release available to You by automatically.
c. In the event of changes to the rights granted to You pursuant to an applicable Order (e.g. extension of the Subscription Term, additional metrics, etc.), We shall provide You with a new details and will deactivate Your previously issued access key.
a. We provide Support Services as part of the Subscription and these Support Services are described in the Support Services Description which forms part of the Agreement.
b. We provide Support Services only for the most current Major Release of the Software. To ensure full use of the Support Services, You are advised to update and maintain Your Subscription to the latest Major Release.
a. We are and remain exclusive owners of all rights (including without limitation the Proprietary Rights) in and to the Software and Documentation. You are granted a non-exclusive, nontransferable, revocable right to use the Software for the Subscription Term for Your own and Your Affiliates’ internal purposes (which specifically excludes any analysis of third-party data and any use of the Software for other companies/organizations is prohibited). You are responsible for all acts and omissions in breach of the Agreement by any such Users and Affiliates and accordingly, You will ensure that all Users and all Affiliates are made aware of the terms of the Agreement applicable to Your use of Software.
b. Your Subscription shall be limited in accordance with the metrics in the applicable Order. Definitions of the metrics are contained in the Metrics Definition, which is incorporated by reference.
c. Any additional copies of the Software and other materials We make available to You are only for Your internal backup or archiving purposes. You will treat the Software and provided materials as Confidential Information and shall undertake all required activities to ensure that no third party gains any access to the Software or provided materials.
d. You will not (i) copy, translate, or otherwise modify or produce derivative works of all or parts of the Software, it being understood that You will be entitled to copy the Documentation and materials accompanying the Software as is reasonably required for Your internal purposes; (ii) use the Software in breach of applicable laws or for any illegal activities, including without limitation to transfer data and information which is illegal or in breach of third-party Proprietary Rights; (iii) disassemble, reverse engineer, decompile, place at risk or circumvent the functionalities, performance, and/or the security of the Software; (iv) use all or any part of the Software in order to build a competitive and/or similar product or service; or (v) determine whether the Software is within the scope of any patent.
e. You will be liable to us for any damages incurred due to the unauthorized use of the Software, source code, or other materials provided by Us, including without limitation, any continued use of the Software outside the Subscription Term and any provision of the Software, source code, or other materials to unauthorized third parties.
f. We may audit Your use of the Software within the limitations of Your Subscription at Our own cost by providing You with seven 30 days’ prior written notice only once a calendar year. We may ask a qualified third party, who will be obliged to maintain confidentiality, to perform the audit. You shall keep complete and accurate records to permit an accurate assessment of Your compliance with Your Subscription. You guarantee that all access rights, documents, information, materials, employees and other required information will promptly be made available to Us in advance and free of charge to allow Us to conduct the audit. If the audit reveals that You have used the Software beyond the scope of Your Subscription, You will pay all applicable Subscription Fees for such overuse in accordance with Our then-current price list together with Our costs associated with the audit, within thirty (30) days of Our notice. Our acceptance of any payment shall be without prejudice to any other rights or remedies We may have under these Terms, the Order or applicable law.
a. All subscriptions can be only purchased from Acssel IPL directly, we do not sale them though third party or resellers, in case if you have purchased from any third party, Acssel IPL will not be responsible for it.
b. We will invoice the Subscription Fees Monthly, Quarterly or annually in advance, as per schedule or term selected by you; and (b) unless otherwise agreed upon in the Order, all payments are due in full without deduction or set-off within 5 (five) days of the date of our invoice. We will raise the invoice 5 days prior to date of subscription renewal. You have to complete the payment before renewal date, if you fail to pay subscription fees fully, Acssel IPL will end your subscription within 5 days after the renewal date.
c. The Subscription Fees are non-refundable and do not include Taxes and You are responsible for all Taxes. If We are required to pay Taxes based on the Software provided under these Terms, then such Taxes shall be billed to and paid by You. If a deduction or withholding is required by law, You shall pay such additional amount and will ensure that the net amount received by Us equals the full amount which We would have received had the deduction or withholding not been required. This Section shall not apply to Taxes based on Our income.
d. Without prejudice to any other rights We may have, if We have not received payment for any overdue invoices, We will end the subscription within 5 days after the renewal date, In case you want to restart the subscription, you will have to again subscribe the subscription on our website. Acssel IPL reserves all rights to apply additional penalty in such cases to customers which will be not exceeding than 50% of subscription cost.
e. Acssel IPL hold the right to adjust or increase the Subscription Fees time to time, But it will be with effect from Your next Renewal Term. When We increase the Subscription Fees, such increase shall not exceed 40% every year.
a. You own all right, title and interest in and to Customer (Patient, Staff, Doctors etc) Data and shall have sole responsibility and liability for (i) the legality, appropriateness, and integrity of Customer Data; (ii) the completeness, reliability, accuracy and quality of Customer Data; (iii) obtaining and maintaining all necessary licenses and consents required to use Customer Data, if any; and (iv) Your entering of Customer Data into the Software. You acknowledge that (i) We will not be held responsible in any way for any Proprietary Right or other rights’ infringement or violation or the violation of any applicable laws, arising or relating to such Customer Data and/or communications; and (ii) that any Personal Data contained in Customer Data has been collected and is maintained in compliance with applicable Data Protection Laws.
b. Each party shall, in connection with the exercise of its rights and the performance of its obligations under the Agreement, comply with all applicable Data Protection Laws. To the extent that We process any such Personal Data in the provision of the Software or Support Services, the Data Processing Agreement in Annex B shall apply.
a. Your Subscription commences on the effective date of the Subscription unless otherwise specified therein.
b. Your Subscription continues for the Subscription Term stated in the Subscription schedule. Thereafter, the Subscription will automatically renew for successive periods of your specified schedule (each a “Renewal Term”) unless a party cancels the subscription before renewal date.
c. If you do not renew before the renewal date of your Subscription, your Subscription will be automatically terminated and you will not be able to use the software or its data.
d. If you cancel the Subscription anytime during the active subscription, your Subscription will be terminated and you will not be able to use the software or its data. In such cases no refund will be provided for rest of active period after the cancellation.
e. Without prejudice to any other rights or remedies to which We or You may be entitled, either party may terminate an Order, Subscription or this Agreement without liability to the other at any time with immediate effect upon written notice if the other party:
f. Termination of any Order shall have no effect on any other Order under this Agreement.
g. On termination of Your Subscription or this Agreement for any reason, You shall cease use of the Software and copies thereof and, at Your choice, either (i) delete them from all Your equipment and storage media and certify to Us in writing that you have done so; or (ii) return these items to Us.
a. Subject to limitations in this Section, We warrant that the Software and any Releases shall substantially perform as specified in the Documentation during the Subscription Term, when used in accordance with the terms of the Agreement. Support Services will be rendered with due care, skill and ability, and in accordance with recognized standard of good practice.
b. We do not warrant any specifications other than those set out in the Documentation, including without limitation statements made in presentations of the Software, Our public statements or advertising campaigns. Any warranty other than the limited warranty set out in our agreement must be made in writing and confirmed by Us. You acknowledge and are aware that, in accordance with the current state of technology, the Software can never be fully error-free, or operate entirely without interruption.
c. We particularly do not warrant
d. During the Subscription Term, if the Software do not conform with the warranty provided in this agreement, We will at Our expense correct any such non-conformance or provide You with an alternative means of accomplishing the desired performance. If We cannot reasonably make such correction or substitution, then We may, in Our sole discretion, refund You any prepaid fees covering the remainder of the Subscription Term for the affected Software and terminate Your use of the affected Software for which You have received the refund. Such correction, substitution or refund constitutes your sole and exclusive remedy, and our sole and exclusive liability for any breach of the warranty.
e. Warranty claims asserted under one Order shall have no effect on any other Orders or other contracts that are in place between You and Us.
f. To the maximum extent permitted by applicable law, the warranties and remedies provided in this section are exclusive and in lieu of all other warranties, express, implied or statutory, including warranties of merchantability, accuracy, correspondence with description, fitness for a purpose, satisfactory quality and non-infringement, all of which are, to the maximum extent permitted by applicable law, expressly disclaimed by us, our affiliates, sub-contractors and suppliers.
g. You agree that Your purchase of the Software is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public comments, statements or representations We made regarding future functionality or features.
We undertake at Our own expense to defend You or, at Our option, to settle any third- party claim or action brought against You alleging that Your use of the Software (or any part thereof) in accordance with the terms of the Agreement infringes the Proprietary Rights of a third party in the Territory (“Infringement Claim”) and shall be responsible for any damages awarded against You or agreed upon in settlement by Us as a result of or in connection with any such Infringement Claim.
In the event of an Infringement Claim, We shall, at Our sole option and expense, (i) modify the infringing Software so that they cease to be infringing without loss of substantial functionality; (ii) replace the infringing portion of the Software with non-infringing software; or (iii) procure a license to enable You to legally continue using the Software
If We do not provide You with one of the options above, We may, at Our sole discretion, terminate Your Order for the affected Software with immediate effect and reimburse You any prepaid Fees covering the remainder of the Subscription Term and either take back the infringing Software to the extent possible or require You to remove or delete it.
We shall only be liable for any Infringement Claim provided You: i. Provide Us with prompt written notice of the Infringement Claim; ii. Do not enter into any settlement of the Infringement Claim without Our prior written consent; and do not undertake any other action in response to any Infringement Claim that is prejudicial to Our rights; iii. Permit Us to exclusively control the defence, negotiations and any settlement of the Infringement Claim; iv. Provide Us with reasonable information and assistance for the Infringement Claim; and v. Use all commercially reasonable efforts to mitigate against any of Your losses, damages or costs related to the Infringement Claim.
We shall not be liable to You for Infringement Claims where the infringement is caused by: i. Unauthorized changes You have made or that have been made on Your behalf to the Software ii. Your use of the Software or output thereof outside the scope of the Agreement, Your or output thereof; Subscription, the applicable Order or the materials accompanying the Software.
This Section constitutes Your exclusive remedy and Our entire liability with respect to Infringement Claims.
a. Our aggregate liability to you for or in respect of any loss or damage suffered by you under or in connection with the agreement (whether due to breach of contract, tort (including negligence) or otherwise) shall be limited to the total amount of subscription fees payable in the twelve (12) months preceding the date of the event for which the liability arises.
b. To the maximum extent permitted by applicable law, in no event will we be liable for special, consequential, incidental, or other indirect damages, including, but not limited to, loss of profits, anticipated savings, business opportunity, goodwill, loss of revenue, or costs of procurement of substitute goods or services arising out of the agreement, however caused and under any theory of liability (including contract, tort, negligence or otherwise), even if we have been advised of the possibility of such damages.
c. We both acknowledge that the fees are based in part on the limitations in this section.
d. The limitations in this section shall not apply to our IP indemnification obligations under section 10; liability for death or personal injury caused by our negligence or that of our officers, employees, contractors or agents; fraud or fraudulent misrepresentation; or any other liability which cannot be limited or excluded by applicable law.
e. You acknowledge and agree that you shall be responsible for producing back-ups of your data.
a. Each party retains all rights in its Confidential Information. Both parties undertake to treat as confidential all of the other party’s Confidential Information acquired before and in connection with performance of the Agreement and to use such Confidential Information only to perform the Agreement. Confidential Information shall not be reproduced in any form except as required to accomplish the intent of the Agreement. Any reproduction of Confidential Information of the other party shall contain any and all confidential or proprietary notices or legends which appear on the original. With respect to the Confidential Information of the other party, each party: (a) shall take all those steps the receiving party takes to protect its own similar proprietary and Confidential Information, which shall not be less than a reasonable standard of care to keep all Confidential Information strictly confidential; and (b) shall not disclose any Confidential Information of the other to any person other than those Representatives whose access is necessary to enable it to perform the Agreement and who are obliged to maintain confidentiality to a similar extent as provided herein. Each party will be responsible for its Representatives’ compliance with the provisions of this Section. The parties each shall have the right to provide the Authorized Reseller with this Agreement.
b. A party which becomes aware of a suspected or actual breach of confidentiality, misuse or unauthorized dissemination relating to the other party’s Confidential Information shall inform the other party in writing without undue delay.
c. This Agreement shall not apply to any Confidential Information that: (a) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information, (b) is lawfully received free of restriction from a third party having the right to furnish such Confidential Information; (c) has become generally available to the public without a contractual breach by the receiving party; (d) at the time of disclosure, was known to the receiving party free of restriction; (e) the disclosing party has agreed in writing to be free of such restrictions; or (f) has to be disclosed pursuant to statutory law or court, administrative or governmental order. In such event, the receiving party shall inform the disclosing party of the applicable provision or order without undue delay, to the extent legally possible, in order to enable the disclosing party to seek legal protection or otherwise prevent or limit disclosure of the Confidential Information.
d. Upon request, the receiving party shall destroy or return to the disclosing party all materials containing any of the Confidential Information and any copies or derivatives prepared therefrom. However, this obligation to return or destroy Confidential Information shall not apply to copies of electronically-exchanged Confidential Information made as a matter of routine information technology backup and to Confidential Information or copies thereof which must be stored by the receiving party according to provisions of mandatory law, provided that such Confidential Information or copies thereof shall remain subject to the confidentiality obligations under this Agreement.
e. The obligations in this Section shall, with respect to each disclosure of Confidential Information, apply for a period of 5 (five) years from its first disclosure, provided, however, that trade secrets shall be protected until they are no longer trade secrets under applicable law.
a. You may, at Your sole discretion, provide Your input regarding the Software, products, services, business or technology plans, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of the Software, products and/or services, or input as to whether You believe Our development direction is consistent with Your own business and IT needs (collectively “Feedback”). We shall be entitled to use Feedback for any purpose without notice, restriction or remuneration of any kind to You and/or Your Representatives.
b. You acknowledge that any information that We may disclose to You related to the Software, Our other products, services, business or technology plans, under an Order or otherwise, is only intended as a discussion of possible strategies, developments, and functionalities of Our products or services and is not intended to be binding on Us regarding any particular course of business, product strategy, and/or development.
a. Neither party shall be in breach of its obligations under this Agreement (other than payment obligations) or incur any liability to the other party for any delay or failure to perform its obligations hereunder if and to the extent such delay or non-performance is caused by a Force Majeure Event. The party affected by the Force Majeure Event shall: (i) promptly inform the other party of such delay or non-performance; (ii) use commercially reasonable efforts to avoid or remove the underlying cause of the delay or non-performance; and (iii) resume performance hereunder as soon as reasonably practical following the removal of the Force Majeure Event.
b. If at any time during the subsistence of this agreement the said software are corrupted or hacked or server damaged or thereof is rendered unfit for use by reason of any acts like In case of natural disasters like flood, tsunami, earthquake or human created disasters & conditions like war, curfew, Lockdown, Riots, pandemic, epidemic, any emergency (Force majeure event), where it won’t be possible for the subscriber to use it, the subscriber will not be obliged to pay the subscription fees to the Acssel IPL. Subscriber will notify the Acssel IPL by letter or mail about occurrence of such event within 30 Days of start and at end of force majeure.
a. In the event of dispute whatsoever arising between the parties in any way connected with the interpretation or implementation of any term of this document, or in any way connected with the use or inability to use the software, the same shall be referred to the sole arbitration or a person to be appointed by Acssel IPL, and the decision of the arbitrator will be final and binding on all parties. The arbitration proceedings shall always be held in Mumbai, Republic of India. All disputes whatsoever that may arise shall be governed and construed in accordance with the laws prevailing in the Republic of India.
b. By entering into this agreement and agreeing to arbitration, you agree that you and Acssel IPL are each waiving the right to file a lawsuit and the right to a trial by jury in jurisdiction of courts in Mumbai India only. in addition, you agree to waive the right to participate in a class action or litigate on a class-wide basis. you agree that you have expressly and knowingly waived these rights.
These Terms of Use represents the complete and exclusive understanding between You and Acssel IPL regarding Your purchase/subscription and use of the Software, and supersedes any prior purchase order, confirmation, advertising, representation, or other communication. If any provision of these Terms of Use is found to be void, invalid, or unenforceable, it shall be severed from and shall not affect the remainder of these Terms of Use, which shall remain valid and enforceable.