LAST REVISED: May 24, 2018
Irving Levin Associates, Inc.
Master Services and Licensing Agreement
This Master Services and Licensing Agreement (this “Agreement“) is a binding agreement between Irving Levin Associates, Inc. (“ILA“) and the person or entity identified on the Checkout Page (defined below) or on an invoice as the subscriber of the Services (“Subscriber“).
ILA PROVIDES THE SERVICES SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT AND ON THE CONDITION THAT SUBSCRIBER ACCEPTS AND COMPLIES WITH THEM. BY CLICKING ‘SUBMIT’ ON THE CHECKOUT PAGE FOR SERVICES (OR BY SENDING PAYMENT FOR SERVICES PURSUANT TO AN INVOICE), YOU (A) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS; AND (B) REPRESENT AND WARRANT THAT: (I) YOU ARE 18 YEARS OF AGE OR OLDER; AND (II) IF SUBSCRIBER IS A CORPORATION, GOVERNMENTAL ORGANIZATION, OR OTHER LEGAL ENTITY, YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE SUBSCRIBER AND BIND THE SUBSCRIBER TO ITS TERMS. IF SUBSCRIBER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, ILA WILL NOT AND DOES NOT LICENSE THE SERVICES OR CONTENT TO SUBSCRIBER AND YOU MUST NOT DOWNLOAD, INSTALL, OR OTHERWISE USE OR ACCESS THE SERVICES OR THE CONTENT.
NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT OR YOUR OR SUBSCRIBER’S ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, NO LICENSE IS GRANTED (WHETHER EXPRESSLY, BY IMPLICATION, OR OTHERWISE) UNDER THIS AGREEMENT, AND THIS AGREEMENT EXPRESSLY EXCLUDES ANY RIGHT, CONCERNING ANY SERVICES OR CONTENT THAT SUBSCRIBER DID NOT ACQUIRE LAWFULLY OR THAT IS NOT A LEGITIMATE, AUTHORIZED COPY OF ILA’s SERVICES OR CONTENT.
1. Definitions. For purposes of this Agreement, the following terms have the following meanings:
“Authorized Users” means solely those individuals authorized to use the Services pursuant to the license granted under this Agreement, as set forth on the Checkout Page. For an “Single License,” the Authorized User is the individual subscriber listed on the Checkout Page. For a “Multi-User License,” the Authorized Users are any employees of the subscribing entity.
“Access Credentials” means any username, password, or other security code, method, technology or device used, alone or in combination, to verify an individual’s identity and authorization to access and use the Services.
“Checkout Page” means the checkout page located at www.levinassociates.com incorporating this Agreement by reference and filled out and submitted by or on behalf of Subscriber for Subscriber’s purchase of the license(s) granted and Services provided under this Agreement.
“Content” means all Reports, content, text, photographs, video, graphics, metadata, quotes, data, databases, information, webinars, and all protectable intellectual property available through the Services.
“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
“Fees” means the license fees, including all taxes thereon, paid or required to be paid by Subscriber for the license granted under this Agreement, as set forth on the Checkout Page.
“Report(s)” means the research reports created and developed by ILA through the Services and delivered to Subscriber under this Agreement.
“Services” means the products offered by ILA for which Subscriber is subscribing, as expressly set forth on the Checkout Page, and including the Content and Reports.
“Third Party” means any person or entity other than Subscriber or ILA.
2. Services. The Services consist of one or more of the products and services described below. The scope of Subscriber’s right to access and use such products and services is determined by the nature of the license purchased, which is denoted on the Checkout Page. Pricing for the services described below is set forth at www.levinassociates.com.
a. Deal Search Online: Database of Reports relating to healthcare and senior care mergers and acquisitions.
b. HealthCareManda.com: Healthcare merger and acquisition newsletters and Reports. Basic membership includes newsletter only and Essential membership also includes the quarterly Reports.
c. Health Care Services Acquisition Report: Trend analysis Reports on M&A in hospitals, managed care companies, physician medical groups, rehabilitation, labs/MRI/dialysis, and behavioral healthcare.
d. Home Health Care & Hospice Acquisition Report: This Report provides details on M&A deals associated with the recent trends in the home health and hospice market.
e. Hospital M&A Acquisition Report: This Report provides deal-by-deal transaction data for publicly announced hospital merger and acquisition deals.
f. Senior Care Acquisition Report: This Report provides analysis and deal-by-deal transaction data for publicly announced senior care facility merger and acquisition deals.
g. The SeniorCare Investor: This newsletter with twice a week M&A and financial updates focuses on skilled nursing and assisted living businesses, retirement communities, REITs, and home health care.
h. Webinars: ILA hosts some of the industry’s top experts who share behind-the-scenes looks at senior care and health care investing in a webinar format.
i. Other Reports: ILA may generate custom Reports on specified industry sectors and, unless otherwise agreed in writing, such Reports shall be subject to the restrictions set forth herein.
a. License Grant. Subject to and conditioned on Subscriber’s payment of the Fees and compliance and performance in accordance with all other terms and conditions of this Agreement, ILA hereby grants to Subscriber a non-exclusive, non-transferable, non-sublicensable, limited license to access and use the Services, solely during the Term, solely for the benefit of Subscriber and solely in or for Subscriber’s internal business operations, by and through Subscriber’s Authorized Users, and in accordance with the conditions and limitations set forth in this Agreement (“Permitted Use“). If Subscriber subscribes to an “Single License,” as set forth on the Checkout Page, Subscriber will have access to a PDF of the applicable Report(s), but printing or copying such PDF is not a Permitted Use. If Subscriber is a corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, association, or other entity, and subscribes to a “Multi-User License,” as set forth on the Checkout Page, Subscriber will have access to a PDF of the applicable Report(s), may print such Report(s), and may share such Report(s) with any employee of the subscribing entity.
b. Additional Subscriber Licenses. If applicable, and as set forth on the Checkout Page, ILA grants Subscriber the following non-exclusive, non-transferable, non-sublicensable, limited licenses, in addition to Subscriber’s Permitted Use, and exercisable solely by and through Subscriber’s Authorized Users:
i. Attribution License. If Subscriber agrees to an Attribution License, as set forth on the Checkout Page, Subscriber may quote portions of the Report(s) in materials created by Subscriber for external distribution to third parties, provided that Subscriber properly attributes such portions to ILA in accordance with Section 3. Subscriber must properly attribute such Content to ILA in a footnote or other reference, in the same size and color font as the surrounding text (but in no event in less than 8 point font). The attribution will include the ILA publication and its associated web address (see examples below):
The SeniorCare Investor, Year, Month Published, www.seniorcareinvestor.com
The Senior Care Acquisition Report, Year, Edition, www.seniorcareinvestor.com
Health Care M&A News, Year, Month Published, www.healthcaremanda.com
The Health Care Services Acquisition Report, Year, Edition, www.healthcaremanda.com
Deal Search Online, www.healthcaremanda.com
In addition, the following statement shall be included in a section of Subscriber’s publications entitled “About the Data”: “The merger and acquisition data contained in various charts and tables in this report has been included only with the permission of the publisher. All rights reserved.”
ii. Intranet License. If Subscriber agrees to an Intranet License, as set forth on the Checkout Page, Subscriber may upload Reports in electronic form solely to the Subscriber’s Intranet, which Reports shall be accessible only to Authorized Users and in accordance with the Agreement. In no event does an Intranet License allow Subscriber to upload Reports or Content on any third-party website, or to otherwise permit access to the Services, Reports, or Content through its Intranet to any third party.
4. Reservation of Rights. Nothing in this Agreement grants any right, title or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Content, or Third Party materials, whether expressly, by implication, estoppel or otherwise. All right, title and interest in and to the Services, the Content, and the Third Party materials are and will remain with ILA and the respective rights holders in the Third Party materials.
5. Use Restrictions. Except as expressly set forth on the Checkout Page or otherwise without the prior written consent of ILA, Subscriber shall not, and shall require its Authorized Users not to, directly or indirectly:
a. Use (including make any copies of) the Services or Content beyond the scope of the license granted under this Agreement;
b. Reverse engineer, decompile, disassemble or otherwise attempt to discern the source code or architecture of any feature or component of the Services;
c. Except as expressly set forth in Section 3, provide any third party, including any subcontractor, independent contractor, affiliate, or service provider of Subscriber, with access to or use of the Services or any Content;
d. Remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Services or Content, including any copies thereof;
e. Except as expressly set forth in Section 3, copy the Services or Content, in whole or in part;
f. Except as expressly set forth in Section 3, rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services or Content, or any features or functionality of the Services, to any third party for any reason;
g. Use the Services or Content in violation of any law, regulation, or rule; or
h. Use the Services or Content for purposes of competitive analysis of the Services or Content, the development of a competing product or service, or any other purpose that is to ILA’s commercial disadvantage.
6. Responsibility for Use of Services. Subscriber is responsible and liable for all uses of the Services and Content through access thereto provided by Subscriber, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Subscriber is responsible and liable for all actions and failures to take required actions with respect to the Services and Content by its Authorized Users or by any other individual to whom Subscriber or an Authorized User may provide access to or use of the Services or Content, whether such access or use is permitted by or in violation of this Agreement.
7. Collection and Use of Information.
a. Subscriber acknowledges that ILA may, directly or indirectly through the services of Third Parties, collect and store information regarding use of the Services.
b. Subscriber agrees that ILA may use such information for any purpose related to any use of the Services by Subscriber, including but not limited to:
i. Improving the performance of the Services; and
ii. Verifying Subscriber’s compliance with the terms of this Agreement and enforcing ILA’s rights, including all Intellectual Property Rights in and to the Services.
8. Intellectual Property Rights. Subscriber acknowledges and agrees that the Services and Content are provided under license, and not sold, to Subscriber. Subscriber does not acquire any ownership interest in the Services or Content under this Agreement, or any other rights thereto, other than to use the same in accordance with the license granted and subject to all terms, conditions, and restrictions under this Agreement. ILA and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Services or Content and all Intellectual Property Rights arising out of or relating to the Services and Content, except as expressly granted to the Subscriber in this Agreement. Subscriber shall safeguard the Services or Content (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Subscriber shall promptly notify ILA if Subscriber becomes aware of any infringement of ILA’s Intellectual Property Rights in the Services or Content.
9. Fees; Payment.
a. Fees. All Fees are payable in the manner set forth on the Checkout Page and are non-refundable. Any renewal of the license or Services shall not be effective until the fees for such renewal have been paid in full.
b. Payment. Subscriber shall pay all Fees on or prior to the annual renewal date of Subscriber’s subscription to the Services. Subscriber shall make all payments hereunder in US dollars and as specified on the Checkout Page. Subscriber shall make payments to the address or account specified on the Checkout Page or such other address or account as ILA may specify in writing from time to time.
c. Taxes. All Fees and other amounts payable by Subscriber under this Agreement are exclusive of taxes and similar assessments. Subscriber is responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental or regulatory authority on any amounts payable by Subscriber hereunder, other than any taxes imposed on ILA’s income.
10. Term and Termination.
a. Term. The initial term of this Agreement commences as of the Effective Date (as set forth on the Checkout Page) and, unless terminated earlier pursuant any of the Agreement’s express provisions, will continue in effect until twelve (12) months from such date (the “Initial Term“).
b. Renewal. Unless otherwise agreed in writing or as provided on the Checkout Page, this Agreement will automatically renew for additional successive twelve (12) month terms unless earlier terminated pursuant to this Agreement’s express provisions or either party gives the other party written notice of non-renewal at least sixty (60) days prior to the expiration of the then-current term (each a “Renewal Term” and, collectively, together with the Initial Term, the “Term“).
c. Termination. In addition to any other express termination right set forth elsewhere in this Agreement, ILA may suspend or terminate the license, effective immediately and with or without notice to Subscriber, if Subscriber or its Authorized Users breach this Agreement.
d. Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement:
i. All rights, licenses, consents and authorizations granted by ILA to Subscriber will immediately terminate;
ii. ILA may disable all Subscriber and Authorized User access to the Services; and
iii. Subscriber will certify to ILA in writing that it has destroyed all Content in its possession, if any, relating to Deal Search Online.
11. Surviving Terms. Any right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement.
12. Indemnification. Subscriber shall indemnify, defend and hold harmless ILA and its affiliates, and each of its and their respective officers, directors, employees, agents, successors and assigns (each, an “Indemnitee“) from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including reasonable attorneys’ fees (“Losses“), incurred by such Indemnitee in connection with any action, claim, suit, or proceeding by a third party (other than an affiliate of an Indemnitee) to the extent that such Losses arise out of or relate to:
a. Any materials or information (including any documents, data, specifications, software, content or technology) provided by or on behalf of Subscriber or any Authorized User, including ILA’s compliance with any specifications or directions provided by or on behalf of Subscriber or any Authorized User to the extent prepared without any contribution by ILA;
b. Subscriber or its Authorized Users’ access or use of the Services or Content in combination with any other materials, products, or services not provided or authorized in writing by ILA;
c. Any modification of the Services or Content other than: (i) by or on behalf of ILA; or (ii) with ILA’s written approval in accordance with ILA’s written specification;
d. Allegation of facts that, if true, would constitute Subscriber’s breach of any of its representations, warranties, covenants or obligations under this Agreement; or
e. Negligence or more culpable act or omission (including recklessness or willful misconduct) by Subscriber, any Authorized User, or any third party on behalf of Subscriber or any Authorized User, in connection with this Agreement.
13. Representations and Warranties. Each party represents and warrants to the other party that:
a. It has the full right, power and authority to enter into and perform its obligations and grant the rights, licenses, consents and authorizations it grants or is required to grant under this Agreement;
b. The execution of this Agreement by its representative as set forth on the Checkout Page has been duly authorized by all necessary corporate or organizational action of such party; and
c. When executed, this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.
14. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH ABOVE, ALL SERVICES AND CONTENT ARE PROVIDED “AS IS” AND ILA HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, AND PROVIDER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, ILA MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES OR CONTENT, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET SUBSCRIBER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD PARTY MATERIALS IS STRICTLY BETWEEN SUBSCRIBER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF THE THIRD-PARTY MATERIALS.
15. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:
a. IN NO EVENT WILL ILA OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY FOR ANY USE, INTERRUPTION, DELAY, OR INABILITY TO USE THE SOFTWARE; LOST REVENUES OR PROFITS; DELAYS, INTERRUPTION, OR LOSS OF SERVICES, BUSINESS, OR GOODWILL; LOSS OR CORRUPTION OF DATA; LOSS RESULTING FROM SYSTEM OR SYSTEM SERVICE FAILURE, MALFUNCTION, OR SHUTDOWN; FAILURE TO ACCURATELY TRANSFER, READ, OR TRANSMIT INFORMATION; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; SYSTEM INCOMPATIBILITY OR PROVISION OF INCORRECT COMPATIBILITY INFORMATION; OR BREACHES IN SYSTEM SECURITY; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT ILA WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. IN NO EVENT WILL ILA’S AND ITS AFFILIATES’, INCLUDING ANY OF ITS OR THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, EXCEED THE TOTAL AMOUNT PAID TO ILA PURSUANT TO THIS AGREEMENT FOR UP TO TWELVE (12) MONTHS OF THE SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
c. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY EVEN IF THE SUBSCRIBER’S REMEDIES UNDER THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE.
a. Choice of Law; Waiver of Jury Trial; Arbitration.
i. This Agreement, including all documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all matters arising out of or relating to this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Connecticut, United States of America without giving effect to any conflict of laws provisions thereof.
ii. Each Party irrevocably and unconditionally agrees that it will not commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, including all exhibits, schedules, attachments, and appendices attached to this Agreement and thereto, and all contemplated transactions, including contract, equity, tort, fraud, and statutory claims, in any forum other than an arbitration panel or, if applicable, the courts located in the State of Connecticut, Fairfield County. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be determined by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). Each Party agrees that a final decision in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
iii. EACH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL ACTION, PROCEEDING, CAUSE OF ACTION, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING ANY EXHIBITS, SCHEDULES, AND APPENDICES ATTACHED TO THIS AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.
b. Force Majeure. ILA will not be responsible or liable to Subscriber, or deemed in default or breach hereunder by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to strikes, labor disputes, civil disturbances, riot, rebellion, invasion, epidemic, hostilities, war, terrorist attack, embargo, natural disaster, acts of God, flood, fire, sabotage, fluctuations or non-availability of electrical power, heat, light, air conditioning, or Subscriber equipment, loss and destruction of property, or any other circumstances or causes beyond ILA’s reasonable control.
c. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (i) when delivered by hand (with written confirmation of receipt); (ii) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (iii) on the date sent by facsimile or email (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (iv) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective parties at the addresses set forth on the Checkout Page.
d. Entire Agreement. This Agreement, together with the Checkout Page, and all other documents that are incorporated by reference herein, constitutes the sole and entire agreement between Subscriber and ILA with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter.
e. Assignment. Subscriber shall not assign or otherwise transfer any of its rights, or delegate or otherwise transfer any of its obligations or performance, under this Agreement, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without ILA’s prior written consent, which consent ILA may give or withhold in its sole discretion. No delegation or other transfer will relieve Subscriber of any of its obligations or performance under this Agreement. Any purported assignment, delegation, or transfer in violation of this Section 18(e) is void. ILA may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under this Agreement without Subscriber’s consent. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.
f. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other third party any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
g. Amendments. This Agreement may only be amended, modified, or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
h. Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.