a) This document is an electronic record in terms of Information Technology Act, 2000 and rules framed there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signature.
The domain name www.paulasset.com
"), its respective representatives, administrators, employees, directors, officers, agents and their successors hereinafter refered to as the "Company
d) For the purpose of this Terms of Service ("Agreement"), wherever the context so requires,
i) The term 'Client' shall mean any legal person that has agreed to avail of the Services (defined below) of the Company for the consideration agreed to by the Parties, and who is competent to enter into binding contracts as per the provisions of the Indian Contract Act, 1872, and in the case of an entity, such person authorised to act on the entity's behalf and bind said equity to this Agreement;
ii) The terms 'Party' & 'Parties' shall respectively be used to refer to the Client and the Company individually and collectively, as the context so requires;
iii) The term 'Service' shall mean without limitation the provision by the Company to the Client of advice and guidance relating to the equity portfolio advisory, stock investment tips, portfolio build-up guidance, general recommendations and views related to the stock market and the economy,
investments the Client could make, securities the Client could invest in, general financial management advise, and such other related guidance and advisory functions, for the consideration agreed to by the Parties.
e) The headings of each section in this Agreement are only for the purpose of organizing the various provisions under this Agreement in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.
), and any modifications or amendments made thereto by the Company from time to time, at its sole discretion. Using the Website or any other medium (including but not limited to emails,SMS, newsletter and telephone calls) to avail of Service shall be deemed to signify the Client's unequivocal acceptance of this Agreement, and the Client expressly agrees to be bound by the same.
g) The Client unequivocally agrees that this Agreement constitute a legally binding agreement between the Client and the Company, and that the Client shall be subject to the rules, guidelines, policies, terms, and conditions applicable to any Service that is provided by the Company through the Website or any other medium, and that the same shall be deemed to be incorporated into this Agreement, and shall be treated as part and parcel of the same. The Client acknowledges and agrees that no signature or express act is required to make this Agreement binding on the Client, and that the Client's act of availing of the Service or any part thereof shall constitute the Client's full and final acceptance of this Agreement.
h) The Company reserves the sole and exclusive right to amend or modify this Agreement without any prior permission or intimation to the Client, and the Client expressly agrees that any such amendments or modifications shall come into effect immediately. The Client has a duty to periodically check the Agreement and stay updated on its requirements. If the Client continues to use the Website or avail of the Services or any part thereof following such a change, the Client will be deemed to have consented to any and all amendments / modifications made to the Agreement. In so far as the Client complies with this Agreement, the Client is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to use the Website and to avail of the Services.
a) The Client represents and warrants that he/she is competent and eligible to enter into legally binding agreements and that he/she has the requisite authority to bind himself/herself to this Agreement, as determined by the provisions of the Indian Contract Act, 1872. The Client may not use the Website if he/she is not competent to contract under the Indian Contract Act, 1872, or is disqualified from doing so by any other applicable law, rule, regulation or judicial verdict currently in force.
b) In the event of the Client being an entity, the individual acting on the entity's behalf represents and warrants that he/she is authorised to act on behalf of the entity and bind the entity to this Agreement, and also that the entity is in compliance with any and all rules, regulation and statues applicable to it, and that it has all requisite permissions and licenses required for its operations.
3. CREATION OF AN ACCOUNT
In order to avail of the Services, the Client will be required to provide certain details to the Company through the Website, including but not limited to the Client's name, address, mobile phone number, email address, geographical location, annual income, disposable income, existing financial holdings, the Client's goals / objectives to be attained through the Service, prospective period of investment, etc., to create an account that can subsequently be used by the Client to avail of the Services. The Client agrees and acknowledges that the Service provided is for consideration, as agreed to by the Parties, and that consequently, the Client shall have an obligation to pay to the Company any and all amounts so agreed to be paid, in strict adherence with the timelines for such payment as may be agreed to, in advance.
4. TERM AND TERMINATION
This Agreement will remain in full force and effect while the Client avails of the Service and/or is in possession of an active account. The Client is aware that the Company may terminate or suspend the Client's account at any time, without cause or notice, if the Company believes that the Client has breached the Agreement, or for any other reason, in its sole discretion. The Client is further aware and expressly agrees that even after the Client's account is terminated for any reason, this Agreement shall survive such termination, and continue to operate in full force and effect, except for any terms that by their nature expire or are fully satisfied.
5. ACCOUNT SECURITY
The Client shall be responsible for maintaining the confidentiality of the Client's username and password, assigned to the Client during the registration process, and the Client shall be solely responsible for any and all activities & instructions that occur under such username and password, including but not limited to the accessing of information / material shared with the Client by any person or entity other than the Client, material / content uploaded or shared from the Client's account and communication with the Company or employees of the Company. The Client expressly and categorically agrees that it shall be solely liable for any and all Services provided by the Company pursuant to information / instructions received from the Company, and any consequences thereof. The Client agrees to immediately notify the Company of any disclosure or unauthorized use of the Client's username or password, or any other breach of security with respect to the Client's account, and also to ensure that the Client logs out from the account at the end of each session. The Client is aware that any such unauthorised access of the Client's account may result in the suspension / termination of the Client's account, at the sole discretion of the Company, irrespective of the Client's involvement or lack thereof.
a) The Client is aware and acknowledges that Service that is provided by the Company through the Website as well as other mediums, including but not limited to emails, SMSs, letters and telephonic calls, and that the same is for valuable consideration, as agreed to by the Parties, and as may be modified by the Company from time to time, at its sole discretion. The Client is under an obligation to regularly keep himself/herself updated with relation to this Agreement as well as the payment terms, and the Company shall be under no obligation whosoever to intimate the Client of any changes made to the same.
b) The Client is further aware and acknowledges that any and all amounts payable to the Company shall be paid in advance, as per the payment schedule agreed to by the Parties. The Client agrees and undertakes not to withhold any payments or part thereof for any reason whatsoever, and instead agrees to follow the procedure laid out hereunder for dispute resolution in the event of any dispute between the Parties. The Client is also aware that the Company shall in no manner be obligated to provide the Services or any part thereof in the event that the Client makes part payment for the Service or once the validity expires.
7. MODE OF PAYMENT
The following payment options are available on the Website:
(i)Domestic Credit Cards issued by banks and financial institutions that are part of the Visa, Master Card,Rupay & Amex Card networks;
(ii)Visa, Master Card, Maestro Card & Cirrus Debit cards;
(iii)Netbanking/Direct Debit payments from select banks in India. A list of available options will be made available at the time of 'checkout'.
As prescribed by the financial institutions issuing the credit or debit cards affiliated with Visa / Master Card / Maestro Card / Cirrus / Amex, the User will required to submit his/her 16-digit card number, card expiry date and 3-digit CVV number (usually on the reverse of the card) while making an online transaction. The User must also have enrolled his/her card with VBV (Verified by Visa) or MSC (MasterCard Secure Code) in order to complete the transaction.The User is further aware that in case of third party statements, including bank and credit card statements, the merchant name may appear in an abbreviated format, and the Company has no control over the same. To place a valid order on the Website, the User is required to complete the transaction, including making payment for the product / services opted for. This may or may not be assisted with a phone call from a customer service representative. By placing an order on the site or over the phone, the User expressly agrees to the terms and conditions and payment policy published in the appropriate section of the Website, or affiliated websites where reference to such affiliated websites has been specifically made.
After the User has selected the added products / services to be availed and proceed to the checkout section, the User will be asked for his/her payment related information. Once the payment transaction has been successfully completed, the User's order will be processed on receipt of the funds from the User's bank or credit card company. It is at this stage that the User's order is successfully placed. Thereafter, the products / services purchased / availed of by the User will be delivered to the User based on the delivery schedule of such product / service / material as may be already be in place in relation to the same.
The User expressly acknowledges and agrees that in the event of cancellation of the User's order, or in the event of the User being unsatisfied with any of the products purchased/services availed of, he/she may make a request for a refund of amounts paid clearly stating the reasons for the same within 30 (Thirty) days of making payment for the same, which may be approved or rejected at the sole discretion of the Company (based on the usage of service), and the User consents to be bound by the same. User can't downgrade their account after 30 days from the payment till the expiry of the current subscription.The User is aware and agrees that in the event that the User has used the products / availed of the services for a period exceeding 30 (Thirty) days, then under no circumstances will the User be entitled to a refund, and in such an event, the User shall be deemed to have waived all rights to a refund of amounts paid to the Company for such products/services. The User further agrees that in the event that a refund request initiated by the User is approved by the Company, the amount paid by the User will be refunded/reversed to the User's account within seven (7) business days of the approval of the User's request.
In the event the User has sent a request for refund due to the User's desire to opt for a different product / service available on the Website, then in such an event a refund will not be initiated, but the User will merely have to make payment of the differential amount due for such product / service.
By using this Website, availing of the Service, and providing his/her contact information to the Company through the Website, the User hereby agrees and consents to receiving calls, autodialed and/or pre-recorded message calls, e-mails and SMSs from the Company. In the event that the User wishes to stop receiving any such marketing or promotional calls / email messages / text messages, the User must send an e-mail at email@example.com. The User agrees and acknowledges that it may take up to seven (7) business days for the Company to give effect to such a request by the User.
The User expressly agrees that notwithstanding anything contained hereinabove, he/she will be contacted by the Company or any of its partners relating to the Service or anything pursuant thereto, including without limitation email updates from the Company / Website, and if the User is not desirous of receiving the same, he/she may click on the 'Unsubscribe' link at the bottom of any such email communicate the same to the Company as provided for herein.
It is expressly agreed to by the Parties that any information shared by the User with the Company shall be governed by the Policy.
10. ROLE OF THE COMPANY & WEBSITE
The Client acknowledges and agrees that the Company merely provides the Services to the Client through the Website and other mediums based on its experience, market research and other related data, and that the same is only meant to be advisory in nature, and the Company shall have no liability whatsoever should the advice / guidance provided prove to be ineffective, or lead to the Client facing any manner of loss or liability. The Client expressly acknowledges that the Client alone shall be solely liable for any steps taken pursuant to availing the Service, and that the Company shall not be deemed responsible in any way for any actions or consequences resulting therefrom under any circumstances. The Parties further agree and acknowledge that this relationship, whereby the Company shall incur no liability whatsoever for the actions of the Client pursuant to availing of the Service or for the contents of such Service, shall be the essence of the contract.
11. PROPRIETARY RIGHTS
The Client is aware that the Company owns and retains all proprietary rights in the Website and Service, and in all content, trademarks, trade names, service marks and other intellectual property rights related thereto. The Website and Service contain the copyrighted material, trademarks, and other proprietary information of the Company and its licensors, and the Client agrees not to copy, modify, transmit, create any derivative works from, make use of, or reproduce in any way any copyrighted material, trademarks, trade names, service marks, or other intellectual property or proprietary information accessible through the Service, without first obtaining the prior written consent of the Company, or if such property is not owned by the Company, the owner of such intellectual property or proprietary rights. The Client agrees to not remove, obscure or otherwise alter any proprietary notices appearing on any content, including copyright, trademark and other intellectual property notices.
12. PROHIBITED ACTIVITIES
The Company reserves the right to investigate, suspend and/or terminate the Client's account if the Client has misused the Service or behaved in a manner the Company regards as unethical, inappropriate or unlawful, including actions or communications that occur off the Service, but involve the Company, clients of the Company, or information obtained through the Service. The following is a non exclusive list of actions and activities that the Client is not permitted to engage in while maintaining an account on the Website:
a) Encourage, entice or offer any employee of the Company employment / projects / jobs / tasks outside the platform of the Website, whether or not such services are for consideration;
b) Encourage, entice or allow any employee of the Company to communicate with the Client outside the platform created by the Company on the Website, by any and all means, including but not limited to voice calls, text messages, emails and letters;
c) Disclose to any individual or entity the identity of any client of the Company, whether or not the Client has been in direct contact with such client, and also any and all content created for such client, irrespective of whether the Client was involved in the creation of such content, and even after the successful delivery of such content to the satisfaction of the client;
d) impersonate any person or entity;
e) solicit money from any client(s) in excess of amounts already paid / agreed to be paid by the client(s) to the Company, or in excess of amounts listed on Website for the Service in question;
f) Offer money to any client, for any reason whatsoever without the express knowledge and consent of the Company;
g) Share or re-distribute the stock recommendations or views on stocks or log-in id or any other intellectual property of the website through facebook group,whatsapp group or any social media or forum (like moneycontrol) via offline or online medium.
h) stalk or otherwise harass any person;
i) express or imply that any statements the Client makes are endorsed by the Company without the Company's specific prior written consent;
j) use the Service in an illegal manner or to commit an illegal act;
k) access the Service in a jurisdiction in which it is illegal or unauthorized;
l) ask or use clients to conceal the identity, source, or destination of any illegally gained money or products;
m) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, "data mine", or in any way reproduce or circumvent the navigational structure or presentation of the Website or its contents;
n) collect Client names and/or email addresses of clients by electronic or other means for the purpose of sending unsolicited email or unauthorized framing of or linking to the Website;
o) interfere with or disrupt the Service / Website or the servers or networks connected to the Website;
p) email or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
q) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted to or through the Website (either directly or indirectly through use of third party software);
r) "frame" or "mirror" any part of the Website without the Company's prior written authorization;
s) use meta tags or code or other devices containing any reference to the Company, Website, or Service (or any trademark, trade name, service mark, logo or slogan of the Company) to direct any person to any other website for any purpose;
t) modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Website, any software used on or for the Website, or cause others to do so;
u) post, use, transmit or distribute, directly or indirectly, (e.g. screen scrape) in any manner or media any content or information obtained from the Website other than solely in connection with the Client's provision of Services in accordance with this Agreement;
13. CUSTOMER SERVICE
The Company may provide the Client with advice, instructions, assistance and guidance through its representatives. When communicating with the Company's representatives, the Client agrees to not be abusive, obscene, profane, offensive, sexist, threatening, harassing, racially offensive, and to not otherwise behave inappropriately. If the Company is of the impression that the Client's behaviour towards any of its representatives or other employees is at any time threatening or offensive as described hereinabove, the Company reserves the right to immediately terminate the Client's account and take legal action against him.
14. MODIFICATIONS TO SERVICE
The Company reserves the right at any time to modify or discontinue, temporarily or permanently, the Website or Service (or any part thereof) with or without notice. The Client agrees and acknowledges that the Company shall not be liable to the Client or to any third party for any modification, suspension or discontinuance of the Service, even if the same should lead to loss of profits, damage, injury, etc to the Client. To protect the integrity of the Service, the Company reserves the right to block Clients from certain IP addresses from accessing the Website, at any time and in its sole discretion.
a) The Client acknowledges and agrees that the Company and/or its affiliates and third party partners shall not be responsible for, and shall not be deemed to have any liability - directly or indirectly, for any loss or damage that occurs as a result of or allegedly as the result of (i) any incorrectness, insufficiency or inaccuracy in the information / data / material / advise / guidance given to the Client as part of the Service; (ii) the timeliness, deletion or removal, incorrect delivery or failure to store any content, communications or personalization settings; (iii) any error, omission or defect in, interruption, deletion, alteration, delay in operation or transmission, theft or destruction of, or unauthorized access to, any Client account or Client communications; or (iv) any problems, failure or technical malfunction of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of email on account of technical problems or traffic congestion on the internet or at any website or combination thereof, including injury or damage to the Client or to any other person's computer or device related to or resulting from participating or downloading materials in connection with the internet and/or in connection with the Services; (v) information / data / material / advise / guidance given to the Client as part of the Service that fails to achieve the desired goal / outcome;
b) The Client is aware and acknowledges that to the maximum extent allowed by applicable laws, the Company grants no warranties of any kind, whether express, implied, statutory or otherwise with respect to the Website or the Service. The Company does not represent or warrant that the Client's access to the Website or Service will be uninterrupted, error free, or secure, or that any defects or errors in the Website / Service will be corrected, even if the Company is made aware of the same.
c) The Client is further aware and acknowledges that any material downloaded or otherwise obtained through the use of the Website / Service are accessed by the Client at the Client's own discretion and risk, and the Client will be solely responsible for and does hereby waive any and all claims and causes of action with respect to any damage to the Client's device, computer system, internet access, download or display device, or loss or corruption of data that results or may result from the download of any such material. If the Client does not accept this limitation of liability, the Client is not authorized to download or obtain any material or content from the Website, avail of the Service, or access/visit the Website.
d) The Client is aware and acknowledges that the Company may make third party opinions, advice, statements, offers, or other third party information or content available through the Website. The Client is aware that all such third party content is the responsibility of the respective authors thereof, and the Company does not make any warranties or guarantees with respect to the same. The Client is further aware that the Company does not: (i) guarantee the accuracy, completeness, or usefulness of any third party content provided through the Website, or (ii) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party. The Client agrees and acknowledges that under no circumstances will the Company or its affiliates be responsible or liable for any loss or damage resulting from the Client's reliance on such information or other content made available to the Client by such third parties through the Website.
e) The Client expressly agrees and undertakes that the Client's accessing of the Website and availing of the Service shall be at the Client's sole risk and that the Client is using best and prudent judgment before accessing/using any information displayed thereon, including but not limited to content shared with the Client by the Company. The Company accepts no liability for any errors or omissions, whether on behalf of itself or third parties, or for any damage caused to the Client, the Client's belongings, or any third party, resulting from the use or misuse by the Client of any content obtained through the Website. The Company does not guarantee that the functions and services contained in the Website / Service will be uninterrupted or error-free, or that the Website / Service or its server will be free of viruses or other harmful components, and the Client hereby expressly accepts any and all associated risks involved with the Client's use of the Website.
f) The Client hereby expressly authorises the Company to disclose any and all information relating to the Client in the possession of the Company to law enforcement or other government officials, as the Company may in its sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, including but not limited to the Client's identity, content supplied to or by the Client, the Client's banking information, and Client correspondence. The Client further understands that the Company might be directed to disclose any such information as may be deemed necessary to satisfy any judicial order, law, regulation or valid governmental request, and hereby expressly consents to the same.
16. LIMITATION OF LIABILITY
a) To the fullest extent allowed by applicable law, in no event will the Company, its affiliates, business partners, licensors or service providers be liable to the Client or any third person for any indirect, reliance, consequential, exemplary, incidental, special or punitive damages, including, without limitation, loss of profits, loss of goodwill, damages for loss, corruption or breaches of data or programs, service interruptions and procurement of substitute services, even if the Company has been advised of the possibility of such damages. Notwithstanding anything to the contrary contained herein, the Company's liability to the Client for any cause whatsoever, and regardless of the form of the action, will at all times be limited to the amount paid by the Client to the Company for the Service while the Client maintains an account. The Client agrees that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or this Agreement must be filed within One (1) year after such claim or cause of action arose or be forever barred.
b) The Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the Company / Website / Service incurring any form of liability whatsoever, this Agreement shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Client shall be prohibited from accessing the Website and availing of the Service beyond such date.
17. DISPUTE RESOLUTION AND JURISDICTION
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of the Agreement and any disputes arising herefrom will be resolved through a two-step Alternate Dispute Resolution ("ADR") mechanism.
a) Mediation: In case of any dispute between the parties, the Parties will attempt to resolve the same amicably amongst themselves, to the mutual satisfaction of both Parties. In the event that the Parties are unable to reach such an amicable solution within thirty (30) days of one Party communicating the existence of a dispute to the other Party, the dispute will be resolved by arbitration, as detailed hereinbelow;
b) Arbitration. In the event that the Parties are unable to amicably resolve a dispute by mediation, said dispute will be referred to arbitration by a sole arbitrator to be appointed by the Company, and the award passed by such sole arbitrator will be valid and binding on both Parties. The Parties shall bear their own costs for the proceedings, although the sole arbitrator may, in his/her sole discretion, direct either Party to bear the entire cost of the proceedings. The arbitration shall be conducted in English, and the seat of Arbitration shall be the city of Kolkata in West Bengal, India.
The Parties expressly agree that the Agreement and any other agreements entered into between the Parties are governed by the laws, rules and regulations of India, and that the Courts at Kolkata shall have exclusive jurisdiction over any disputes arising between the Parties.
18. INDEMNITY BY THE CLIENT
a) The Client hereby expressly agrees to defend, indemnify and hold harmless the Website and the Company, its employees, directors, officers, agents and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including legal fees, caused by or arising out of any and all claims of any individual against the Client or the Company / Website /Service, including without limitation the non-fulfilment of any of the obligations or commitments of the Client under the Agreement, or arising out of the Client's infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of service by other Clients, or the infringement of any other rights of a third party.
b) In no event shall the Company be liable to compensate the Client or any third party for any special, incidental, indirect, consequential or punitive damages whatsoever, whether or not foreseeable, and whether or not the Company had been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortuous action, or any other claim arising out of or in connection with the Client's use of or access to the Website, the Service, or any transaction involving a client of the Company. The Company reserves the right to assume exclusive control of its defence, and of any matter otherwise subject to indemnification by the Client, in which event the Client will fully cooperate with the Company in connection therewith, and hereby expressly agrees to bear the cost thereof.
c) The limitations and exclusions in this section apply to the maximum extent permitted by applicable law, and the Parties expressly agree that in the event of any statute, rule, regulation or amendment coming into force that would result in the Company incurring any form of liability whatsoever, this Agreement shall stand terminated one (1) day before the coming into effect of such statute, rule, regulation or amendment, and the Client shall be prohibited from accessing the Website and Service beyond such date.
19. NON-DISCLOSURE AND NON-SOLICITATION
a) The Client undertakes not to entice/solicit/bribe any individual associated with the Company, either expressly or implicitly, whether or not such individual is an employee, free lancer, part time employee or otherwise associated with the Company, for any reason whatsoever, including without limitation for the purpose of securing services similar to the Service by bypassing the Company. The Client also expressly undertakes to not have financial dealings of any nature with any individual associated with the Company or any client of the Company during such time as the Client maintains an account with the Company, and for a period of twelve (12) months thereafter.
b) The Client is aware that any violation of these provisions will result in the immediate termination of the Client's account, in addition to any and all remedies available to the Company under law.
a) The Company may share some information that is confidential and proprietary in nature with the Client for the purpose of providing the Service. Any such information shall be used only for the purpose of implementing the Service, and shall not be disclosed, published or otherwise disclosed to any third party.
b) During the term of this Agreement and for a period of 1 years thereafter, the Client agrees to keep in strictest confidence and not disclose to any individual or entity the confidential information shared, including but not limited to the advise / guidance / material / data / information supplied to the Client by the Company as part of the Service and the terms agreed to by the Parties herein, unless such disclosure is required by law.
c) The Client further agrees to treat any data / information / material, whether written, oral or visual, disclosed to it or which comes into its possession or knowledge through any medium in connection with this Agreement or the Service as strictly confidential, and undertakes not to disclose the same to any other individual or entity, except as may be required by law or as may be required to be disclosed on a "need-to-know" basis for implementing the Service.
Any and all communication relating to any dispute or grievance experienced by the Client may be communicated to the Company by the Client reducing the same to writing, and sending the same to the registered office of the Company by Registered Post Acknowledgement Due / Speed Post Acknowledgement Due (RPAD / SPAD), or by email to firstname.lastname@example.org
22. MISCELLANEOUS PROVISIONS
a) Entire Agreement If any provision of this Agreement is held invalid by any court or governmental authority of requisite jurisdiction, the remainder of this Agreement shall continue in full force and effect and the Parties shall attempt to give full effect to their original intention.
b) Waiver: The failure of either Party at any time to require performance of any provision of this Agreement shall in no manner affect such Party's right at a later time to enforce the same. No waiver by either Party of any breach of this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such breach, or a waiver of any other breach of this Agreement.
c) Severability: If any provision/clause of this Agreement is held to be invalid, illegal or unenforceable by any court or authority of competent jurisdiction, the validity, legality and enforceability of the remaining provisions/clauses of this Agreement shall in no way be affected or impaired thereby, and each such provision/clause of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the original rights, intentions and commercial expectations of the Parties hereto, as expressed herein.
d) Non-Transferability: The Client agrees that the Client's account is non-transferable and all of the Client's rights to the profile or contents within the account shall terminate upon termination of the Client's access to the Website.
e) Relationship between the Parties: The Client is aware and agrees that no agency, partnership, joint venture or employment is created as a result of this Agreement, and the Client may not make any representations or bind the Company in any manner. The Parties are and have always been independent contractors.