Dealer Lead Track Electronic Data Management Agreement
THIS ELECTRONIC DATA MANAGEMENT AGREEMENT (the “Agreement”) is made and entered into by and between DEALER LEAD TRACK, LLC, a Georgia limited liability company (“Dealer Lead Track”) and the user of Dealer Lead Track’s Electronic Data Management System (“User”), upon and on the date of electronic acceptance of this Agreement by User.
WHEREAS, User is in the business of providing secure, online data management and related services of, for and relating to data entered into the Dealer Lead Track system using the Dealer Lead Track Software and other Intellectual Property, by and for subscribers and third party vendors (the “Dealer Lead Track System” or the “System”); and
WHEREAS, the Dealer Lead Track System and the services provided therein and therefrom are supported by the Software, Internet website (the “Website”) and the Documentation (hereinafter collectively, the “Intellectual Property”); and
WHEREAS, Dealer Lead Track desires to offer User a subscription to use the System, upon the terms and conditions contained herein; and
WHEREAS, User desires to be a subscriber of and use the System, upon the terms and conditions contained herein.
NOW, THEREFORE, for and in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, do hereby agree as follows:
Section 1. Definitions. For purposes of this Agreement, the following terms shall have the meaning set forth herein:
“Application” means any and all information provided by User to Dealer Lead Track requested for User to subscribe and pay for access to the System, at any time and from time to time.
“Documentation” means any and all hard copy and electronic documentation prepared by Dealer Lead Track for use by Users of the System, without limitation.
“Executable Code” means a series of one or more instructions executable after suitable processing by a computer or other programmable machine, without compilation or assembly.
“Marks” means the trademarks, service marks, or tradenames of Dealer Lead Track associated with the System.
“Proprietary Notices” means any and all proprietary rights notices designated by Dealer Lead Track, including, but not limited to, copyright notices affixed or included by Dealer Lead Track on or in association with the System.
“Services” means any services to be provided by Dealer Lead Track under this Agreement
“Software” means the database computer software, in Executable Code only, that comprises the System, as such Software may be enhanced, upgraded, or otherwise modified from time to time by Dealer Lead Track.
“Source Code” means a series of instructions or statements in an English-like high-level computer language, such as COBOL, C+, or BASIC, that is normally transformed by an interpreter or compiler into machine-readable Executable Code for actual use on a computer.
Section 2. Grant of Nonexclusive Right and License.
Section 2.1. Grant of License. Subject to the terms and conditions of this Agreement, Dealer Lead Track grants to User, and User accepts a nontransferable, nonexclusive, non-assignable right and license to use the System, for User’s internal use only, and without the further right to sublicense, distribute, transfer or transmit any portion of the System.
Section 2.2. Exclusions to License. Except as set forth in this Agreement, Dealer Lead Track grants no express or implied license or right of any kind to User regarding the System nor the Software, including, but not limited to, any right to know, use, produce, receive, reproduce, copy, market, sell, lease, license, sublicense, distribute, transfer, translate, modify, adapt, disassemble, decompile, or reverse engineer the System or the Software or create derivative works based on the System or the Software or any portions thereof, or obtain possession of any source code, other technical material or other Intellectual Property relating to the System and/or the Software.
Section 2.3. Application to Upgrades and Modifications. This Agreement, the license granted hereunder, all rights herein conveyed to User and all obligations of User apply to updates, supplements, add-on components, and Internet-based services components of the System that Dealer Lead Track may provide or make available to User after the date of this Agreement, unless they are accompanied by separate terms.
Section 2.4. Reservation of Rights. Dealer Lead Track reserves all rights not expressly granted herein, including but not limited to the rights to market the System, Software and Intellectual Property, in whole and in part, directly or indirectly; to use, sell, license, compile and distribute the data entered thereupon and therein in any format, through any mechanism and for any purpose; to add, delete and/or modify the Intellectual Property, System and Software in its sole judgment; restrict and terminate User’s use of the System based upon defined criteria, including, but not limited to, age; require that User complete profile information to use the System, including creating a user name and password and providing specific information; to suspend use of the System by User at all times that User is not current in the payment of all amounts due hereunder; and to verify any and all information provided by User.
Section 3. Services. Dealer Lead Track shall provide to User the following Services:
Section 3.1. Delivery. After receipt by Dealer Lead Track of User’s Application, fully and properly completed, confirmation by Dealer Lead Track of the information set forth in User’s Application submitted in furtherance of subscribing to the System, and User’s acceptance of this Agreement, as it may be modified, from time to time, Dealer Lead Track shall make available to User, via the Website, use of the System, pursuant and subject to the terms herein set forth.
Section 3.2. Upgrades. Dealer Lead Track shall make available to User all new releases and versions of the System as implemented. Nothing contained herein shall require Dealer Lead Track to develop or provide any new releases and/or versions of the System.
Section 3.3. Limited Support. Dealer Lead Track will provide limited electronic mail support to User to assist in addressing and resolving problems in the use of the System. Dealer Lead Track shall provide assistance during Dealer Lead Track’s normal business hours, weekends and bank holidays excepted.
Section 4. Fees and Payment.
Section 4.1. Fees and Payment. User shall timely remit all subscription fees due to Dealer Lead Track for use of the System. User shall provide Dealer Lead Track either with current and valid credit card information, including, without limitation, full account number, CV number, billing address and card holder’s name; or with a voided check for a valid operating financial account for User. User shall ensure that the information that Dealer Lead Track has is current and correct. If charges are denied or the information is no longer current or correct, User must provide Dealer Lead Track with new information within ten (10) days or incur a charge of $50.00. Failure to provide Dealer Lead Track with a valid credit or debit card or ACH authorization may result in User’s account being restricted or terminated. User’s reversal or contest with any financial institution of any charge shall automatically give Dealer Lead Track an award of liquidated damages in the amount so reversed or contested, plus a fee of $350.
Section 4.2. Delinquent Accounts. Dealer Lead Track may charge User interest on delinquent accounts and any other fees not paid to Dealer Lead Track as provided hereunder, at the rate of one and one-half percent (1.5%) per month or the maximum amount allowed by law, whichever is less, commencing with the date payment was due. User also acknowledges that a failure to remit any and all amounts due under this Agreement shall be a material breach of this Agreement, for which Dealer Lead Track may terminate User’s access to the System immediately and without further notice. In the event of collection pursuant to this agreement, User shall also pay attorney’s costs, fees and expenses incurred. User shall be charged a fee of $50.00 for any reversed or insufficient funds charges.
Section 5. Compliance With Laws. User will strictly comply with all applicable laws and regulations in the use of the System, and not use it for any unlawful or immoral purpose. User will not use the System for any purpose other than that for which it is expressly intended, as may be modified from time to time. User expressly agrees not to attempt to gain unauthorized access to any service, account, computer system or network associated with the Internet-based services. User expressly agrees to and shall defend, indemnify, and hold Dealer Lead Track, its subsidiaries and associated companies, and their respective officers, directors and agents, harmless from and against any and all damages and expenses, including legal fees, incurred directly or indirectly as a consequence of User’s failure to comply with this Section 5. This obligation shall survive termination of this Agreement.
Section 6. Implementation. User is responsible for procuring and maintaining all equipment, hardware and software necessary to use the System.
Section 7. Intellectual Property.
Section 7.1. Ownership. Dealer Lead Track expressly retains title and ownership to all worldwide Intellectual Property rights, including without limitation, design, trade secrets, know-how, patent rights, tradenames, trademarks, and copyrights in and to the System, Software, Documentation, Source Code, and any modifications, adaptations, derivative works, and enhancements made thereto.
Section 7.2. Restriction on Use. User will not adopt for use any of the Intellectual Property in any manner, whatsoever, except as expressly set forth herein; will not apply for registration of any of Dealer Lead Track’s tradenames or trademarks or for any name or mark confusingly similar thereto. User will promptly notify Dealer Lead Track of any and all infringements or attempted infringements of any of Dealer Lead Track names or marks that may come to User’s attention.
Section 7.3. Work Product. User specifically agrees, acknowledges and understands that User is strictly a “user” of Dealer Lead Track’s Website and that any and all parts of the System shall and do remain Dealer Lead Track’s work product, with all ownership, licensing, distribution and other rights attached thereto. User shall acquire no rights in or to any work product developed on the System and shall make no representations in that regard. Any reproductions, notes, summaries or similar documents relating to the work product, Software program(s), code(s), etc., trade secrets and confidential information, files, memoranda, reports, and other documents relating to Dealer Lead Track, which may or may not be deemed “trade secrets” under prevailing law, shall be treated by User as “Confidential Information.” All such Confidential Information shall become and remain the property of Dealer Lead Track immediately upon its creation. User shall not copy, modify, reproduce, republish, distribute, display, or transmit for commercial, non-profit or public purposes all or any portion of Dealer Lead Track’s Confidential Information. At no time shall User attempt to commercially exploit, reverse engineer, decompile, disassemble (or allow the same to occur to) all or any part of Dealer Lead Track’s Website, System and/or Software. User’s collection and use of any materials located on the Website, descriptions, prices, derivative use, downloading or copying of information for the benefit of any third party, use of data mining, robots, spiders, scrapers or other extraction tools and automated devices to access the Website are expressly prohibited. User may not frame or use framing techniques to enclose any unauthorized material on the Website. User may not use any metatags or hidden text using Dealer Lead Track’s Intellectual Property.
Section 7.4. Website. The content of the Website and the materials located thereupon are protected by copyright, trademark, trade secret and other laws and are the sole and exclusive property of Dealer Lead Track. Per this Agreement, Dealer Lead Track is hereby granting User a limited, non-exclusive, revocable, non-assignable, non-transferable license to access and make personal use of the Website and the materials thereupon solely for the uses and purposes set forth herein.
Section 8. Warranties, Indemnification and Limitation of Liabilities.
Section 8.1. Warranties of User. User warrants to Dealer Lead Track that (a) User has full authority to accept and perform this Agreement; (b) this Agreement has been duly accepted by User and constitutes the legal, enforceable and binding obligation of User; (c) User’s acceptance and performance of this Agreement will not violate any law or breach any other agreement; and (d) no approval, action or authorization by any governmental authority or agency is required for User’s acceptance and performance hereof. BY ENTERING DATA AND USING THE SERVICES, USER REPRESENTS, WARRANTS AND CERTIFIES THAT USER HAS THE LEGAL RIGHT AND AUTHORITY TO USE THE SYSTEM AS SET FORTH HEREIN.
Section 8.2. User Indemnification. In addition to any other obligations of indemnity provided in this Agreement, User agrees to indemnify, defend and hold harmless Dealer Lead Track, its affiliates, and their directors, officers, shareholders, employees and agents from and against any claims, liabilities, losses, damages, causes of action or injuries, together with costs and expenses, including reasonable attorney’s fees, arising out of or resulting from: (a) any statements, claims, representations or warranties made by User relating to the System, Software or Documentation, other than as authorized by Dealer Lead Track in writing or made in Dealer Lead Track’s own writings; and (b) any failure on the part of User to pay any taxes, duties or assessments due.
Section 8.3. Limited Warranties of Dealer Lead Track. Dealer Lead Track warrants to User that (a) Dealer Lead Track has full authority to perform pursuant to this Agreement and (b) Dealer Lead Track’s acceptance and performance of this Agreement will not violate any law or breach any other agreement. Dealer Lead Track warrants that the System will perform substantially as represented in the Documentation. If an implied warranty or condition is created by User’s state or jurisdiction and federal, state or provincial law prohibits disclaimer thereof, then only in such situation shall User also have an implied warranty or condition, BUT ONLY AS TO DEFECTS DISCOVERED DURING THE PERIOD OF A LIMITED WARRANTY OF NINETY DAYS. AS TO ANY DEFECTS DISCOVERED AFTER THE NINETY DAY PERIOD, THERE IS NO WARRANTY OR CONDITION OF ANY KIND. No modifications to the System shall be covered by any Limited Warranty for any period of time.
Section 8.4. Disclaimer of Warranties. The Limited Warranties that appear above are the only express warranties made hereunder and are in lieu of any other express warranties or similar obligations (if any) created by any advertising,Documentation or other communications. Except for the Limited Warranty and to the maximum extent permitted by applicable law, Dealer Lead Track offers use of the System AS IS AND WITH ANY FAULTS, and hereby disclaims all other warranties and conditions, whether express, implied or statutory, oral or written, including, but not limited to, any (if any) implied warranties, duties or conditions of merchantability of fitness for a particular purpose, of reliability or availability, of accuracy or completeness of responses, of results, of workmanlike effort, of lack of viruses, and of lack of negligence, all with regard to the System, and the provision of or failure to provide support or other services, information, software, and related content through the System or otherwise arising out of the use of the System. ALSO, THERE IS NO WARRANTY OR CONDITION OF TITLE, QUIET ENJOYMENT, QUIET POSSESSION OR NON-INFRINGEMENT WITH REGARD TO THE SYSTEM.
Section 8.5. Links to and Services from Third Parties. Dealer Lead Track may provide links and access to third-party Internet websites and services to User only as a convenience. Dealer Lead Track is not responsible for the contents of any of any third-party sites or services, any links contained in third-party sites or services, or any changes or updates to third-party sites or services. The inclusion of any link or access does not imply an endorsement by Dealer Lead Track of the third-party site or service.
Section 8.6. Disclaimer of Liability. While every reasonable precaution is taken to ensure the accuracy of information contained in the System, neither Dealer Lead Track nor its sources assume any responsibility or obligations resulting from the use of or reliance upon any material or information either contained in the System.
Section 8.7. Limitation of Liability. In no event will Dealer Lead Track or its sources be liable for any damages, direct or consequential, arising from the use of System. Dealer Lead Track’s entire liability and User’s exclusive remedy for any breach of the Limited Warranty herein granted, anything relating to the System, and any breach of this Agreement by Dealer Lead Track is limited to refund of amounts paid hereunder to Dealer Lead Track by User within the most recently ended twelve (12) months, and only if the System does not meet its Limited Warranty and only after receipt by Dealer Lead Track of a written guarantee that User shall not use any part of the System thereafter, directly or indirectly nor in any manner whatsoever. Although User will receive remedy without charge, User shall be responsible for any expenses that User may incur. The Limited Warranty is void if breach or failure of the System to work property resulted from accident, abuse, misapplication, abnormal use or a virus.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL DEALER LEAD TRACK OR ITS SOURCES OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR CONFIDENTIAL OR OTHER INFORMATION, FOR BUSINESS INTERRUPTION, FOR PERSONAL INJURY, FOR LOSS OF PRIVACY, FOR FAILURE TO MEET ANY DUTY INCLUDING OF GOOD FAITH OR OF REASONABLE CARE, FOR NEGLIGENCE, AND FOR ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF OR INABILITY TO USE THE SYSTEM, THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT OR OTHER SERVICES, INFORMATION, SOFTWARE, AND RELATED CONTENT THROUGH THE SYSTEM OR OTHERWISE ARISING OUT OF THE USE OF THE SYSTEM, OR OTHERWISE UNDER OR IN CONNECTION WITH ANY PROVISION OF THIS AGREEMENT, EVEN IN THE EVENT OF THE FAULT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY, BREACH OF CONTRACT OR BREACH OF WARRANTY OF DEALER LEAD TRACK OR ANY SOURCE OR SUPPLIER, AND EVEN IF DEALER LEAD TRACK OR ANY SOURCE OR SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Section 8.8. Foreign Countries. The following applies to Users physically located in any country other than in the United States, only to the extent applicable and to the extent that the provisions hereinabove set forth relating to the same matters are not recognized in such other country:
A. Limited Guaranty. The System is designed and offered as a general-purpose Internet-based data management system, not for any user’s particular purpose. User acknowledges and accepts that no software is error free. Provided that User has a valid license, Dealer Lead Track guarantees that i) for a period of ninety (90) days from the date of this Agreement, the System will perform substantially in accordance with its Documents; and ii) any support services provided by Dealer Lead Track shall be substantially as described in applicable Documents. If the System fails to comply with this guarantee, Dealer Lead Track will return the fees paid by User during the Warranty period. This guarantee is void if failure of the System results from accident, abuse or misapplication. User agrees that this guarantee is User’s sole guarantee in relation to the System and any support services.
B. Limitation of Warranties. To the maximum extent permitted by applicable law and subject to the guarantee above, Dealer Lead Track disclaims all warranties, conditions and other terms, either express or implied (whether by statute, common law, collaterally or otherwise) including but not limited to implied warranties of satisfactory quality and fitness for particular purpose with respect to the System and the Documents. Any implied warranties that cannot be excluded are limited to the greater of ninety (90) days or the shortest time allowed by law.
C. Limitation of Liability. To the maximum extent permitted by applicable law and except as provided in the Dealer Lead Track Limited Guarantee, Dealer Lead Track and its sources and suppliers shall not be liable for any damages whatsoever (including without limitation, damages for loss of business profits, business interruption, loss of business information or other pecuniary loss) arising out of the use or inability to use the System, even if Dealer Lead Track has been advised of the possibility of such damages. In any case Dealer Lead Track’s entire liability under any provision of this Agreement shall be limited to the amount actually paid by User for the access to the System during the most recently ended twelve (12) months. These limitations do not apply to any liabilities that cannot be excluded or limited by applicable laws and only to the extent so prohibited from exclusion or limitation by applicable laws.
Section 8.9. Limitation of Claims. No party may bring an action more than two (2) years after the date on which a cause of action has occurred.
Section 8.10. Contact. Should User have any questions concerning this Agreement or need to contact Dealer Lead Track, please visit http://www.DealerLeadTrack.com
Section 9. Default, Rights and Remedies.
Section 9.1. Default. Upon a default of this Agreement by either party, the claiming party shall provide the breaching party with written notice of said default. If a financial default, the breaching party shall have three (3) days in which to cure said default. If a non-financial default, the breaching party shall have ten (10) days in which to cure said default or diligently commence and pursue cure which cannot, by its nature, be cured within said ten (10) days. Upon a breach and failure to cure as provided herein, the claiming party shall have the right to invoke any remedy allowed at law or in equity.
Section 9.2. Remedies. The remedies provided herein shall be cumulative and shall not preclude the assertion by any party hereto of any other rights or the seeking of any other remedies against the other party hereto. In addition to the remedies herein described, if User fails to pay all amounts due and remit payment within three (3) days after receipt of written notice thereof, then Dealer Lead Track may pursue collections actions against User and collect interest in the amount of the lesser of one and one-half percent (1.5%) per month or the maximum amount allowable by law, all expenses incurred, and actual attorney’s fees, costs and expenses incurred. Dealer Lead Track also reserves the right to restrict User’s access to the System and any and all information contained therein at any time that User is in breach of this Agreement, expressly including past-due in amounts due hereunder.
Section 9.3. No Waiver. The failure or delay of a party at any time to require performance of any provision or to exercise its rights with respect to any provision hereof shall in no manner operate as a waiver of or affect such party’s right at a later time to enforce the same.
Section 10. Term and Termination.
Section 10.1. Term. Unless earlier terminated as provided herein, this Agreement shall be effective as of the date accepted by User and remain in effect as long as User timely remits the Fees due hereunder and complies with the terms and conditions herein and as may otherwise be implemented for the use of the System by Dealer Lead Track, from time to time.
Section 10.2. Termination. Without prejudice to any other remedies and in addition to all of Dealer Lead Track’s remedies and rights herein reserved, either party shall have the right at any time by giving notice to the other to terminate this Agreement: (a) if the other party commits a material breach of any of the terms or conditions of this Agreement and fails to cure such breach within ten (10) days after delivery of notice thereof; or (b) by either party upon delivery of no less than thirty (30) days’ notice thereof.
Section 10.3. Obligations upon Termination. Upon expiration or termination of this Agreement for any reason, all invoices and any other amounts due to Dealer Lead Track by User shall remain due and payable in accordance with the terms hereof.
Section 10.4. Survival of Terms. Upon termination or expiration of this Agreement, and in addition to any provisions that expressly provide that they survive any termination of this Agreement, the provisions of this Agreement providing for payment of Fees to Dealer Lead Track, protection of Dealer Lead Track’s proprietary rights, warranties, limitations of liability, compliance with laws, indemnities, arbitration and other provisions of this Agreement concerning the ongoing interests of Dealer Lead Track shall continue and survive in full force and effect.
Section 11. Miscellaneous.
Section 11.1. Integration and Entire Agreement. The parties expressly acknowledge, understand and agree that Dealer Lead Track publishes certain of its terms and conditions for use of its Services on its Website, that Dealer Lead Track may amend and/or alter such terms and conditions from time to time and that such terms and conditions govern the daily, ongoing use of the Website. User expressly agrees that Dealer Lead Track may make such amendments and/or alterations and publish the same on its Website and that such publication shall serve as sufficient notice of the same to User. To the extent that the terms and conditions contained on such Website do not conflict with the terms set forth herein, such terms and conditions shall also govern the arrangement between the parties hereto and are hereby integrated in their entirety into this Agreement. To the extent that any such terms and/or conditions conflict, then the terms set forth herein shall govern, without exception.
Except as expressly set forth herein, this Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof, and into which all prior negotiations, commitments, representations and undertakings of the parties are merged, and except as herein provided, there are no other oral or written understandings or agreements between the parties hereto relating to the subject matter hereof. The parties intend this Agreement to be the entire integration of all of their agreements of any nature on the subject matter hereof.
Section 11.2. Applicable Law. This Agreement has been made, executed and delivered in the State of Georgia, U.S.A. in which state the offices of Dealer Lead Track are located. Accordingly, the parties invoke the laws of the State of Georgia regarding the protection of their rights and enforcement of their obligations hereunder and they mutually stipulate and agree that this Agreement is in all respects (including, but not limited to, all matters of interpretation, validity, performance and the consequences of breach) to be exclusively construed, governed and enforced in accordance with the internal laws of the State of Georgia and any applicable federal laws of the United States of America, as from time to time amended and in effect. User expressly consents and submits to the jurisdiction and venue over any action, suit or other legal proceeding that may arise out of or in connection with this Agreement, by the United States District Court for the Northern District of Georgia and the state courts of the state of Georgia.
Section 11.3. Relationship of Parties. Nothing in this Agreement shall constitute or be deemed to constitute a partnership between the parties hereto or constitute or be deemed to constitute User as agent of Dealer Lead Track, or its affiliates, for any purpose whatever, and User shall have no authority or power to bind Dealer Lead Track, or its affiliates, or to contract in the name of or create a liability against Franchisor or its affiliates, in any way or for any purpose.
Section 11.4. Assignment. User may not transfer or assign this Agreement. Dealer Lead Track may transfer this Agreement to another party who agrees and who is capable of assuming all of the obligations contained herein.
Section 11.5. Notice. All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally delivered or mailed (registered or certified mail, postage prepaid, via tracking method) to Dealer Lead Track at the address provided on its Website, and to User at the “Client Address” provided on the Application, or to such other address as any party may have furnished to the other in writing in accordance herewith, except that notices of change of address shall only be effective upon receipt.
Section 11.6. Force Majeure. If the performance of this Agreement by either party, or of any obligation under this Agreement, other than the payment of Fees, is prevented, restricted or interfered with by reason of war, revolution, civil commotion, riot, fire, flood, disaster, acts of public enemies, blockade or embargo, strikes, any law, order, proclamation, regulation, ordinance, demand, or requirement having a legal effect of any government or any judicial authority or representative of any such government, or any other act whatsoever, whether similar or dissimilar to those referred to in this Section, which is beyond the reasonable control of the party affected, such party shall, upon giving prior written notice to the other party, be excused from such performance to the extent of such prevention, restriction, or interference, provided that the party so affected shall use its best efforts to avoid or remove such causes of nonperformance, and shall continue performance hereunder with the utmost dispatch whenever such causes are removed.
Section 11.7. Headings. The section and subsection headings in this Agreement are inserted solely as a matter of convenience and for reference, and shall not be considered in the construction or interpretation of any provision hereof.
Section 11.8. Severability. If a court of competent jurisdiction declares any portion hereof invalid or non-enforceable, then such provision shall be ineffective only to the extent of such invalidity, so that the remainder of that provision and all remaining provisions of this Licensing Agreement will continue in full force and effect.