1.1. Saaranya Hospitality Technologies Private Limited, a private limited company incorporated under the Companies Act, 2013, having its registered office at B9, Ground Floor, Pinnacle Business Park, Sector 3, Noida 201301 and having its place of business at B9, Ground Floor, Pinnacle Business Park, Sector 3, Noida 201301 (“Provider” or “Licensor”) is engaged in the business of developing, marketing and operating a cloud based platform for hotels that provides hotels with software solutions such as a booking engine, mobile and desktop website and a centralised reservation system (“Product” or “Services”). The platform is used by licensees inter alia for managing booking confirmations, room hold requests, room queries, online channel partners and other related services pertaining to hotel sales through a single interface. The Services are made available to users through the website www.djubo.com and the Djubo mobile applications (collectively, the “Website”).
1.3. Please read the following Terms and Conditions carefully before subscribing to the Product being offered by the Licensor. These Terms and Conditions deal with the conditions relating to the Product offered by the Licensor and the License (as defined below) of the Product to the Licensee and the Licensee’s agreement to be bound by these Terms and Conditions.
1.4. From time to time, the Licensor may amend these Terms and Conditions at any time with a notice to You of the same. Unless otherwise specified by Licensor, Your continued use of the Product without cancelling the Subscription (as defined below) for a period of 30 (thirty) days will constitute Your acceptance of the amendment. Licensor will use reasonable efforts to notify the Licensee of the changes through communication via the registered email or other contact details provided by the Licensee.
2.1. Subject to the Licensee subscribing to the Product in accordance with these Terms and Conditions, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right permitting the Licensor to use the Product (“License”) during the period for which the Subscription has been sought (“License Term”).
3.1. Commencing on Effective Date (as defined below), the Licensor will provide the Product to the Licensee which can be used, including but not limited to, for the following purposes -
3.1.1. Centralized Reservation System
i. The Licensor has developed a cloud based hotel sales platform which it makes available to Licensee. The platform is used for managing booking confirmations, room hold requests, room queries, online channel partners, and other related services pertaining to hotel sales through a single interface (hereinafter referred to as the “Hotel Sales Platform”).
ii. The Licensee will be provided with a log-in ID and a password for accessing the booking information pertaining to the Hotel available on the Hotel Sales Platform at all times.
iii. The Product enables the Licensee to maintain a daily list of checkins, stay overs and checkouts in the Hotel.
3.1.2. Online Travel Agencies (hereinafter referred to as “OTAs”) Management.
i. The Product enables the Licensee to constantly sync the actual booking chart of the Hotel and every single OTA on which the Licensee is already listed or will get listed in the future.
4.1. The Licensee may subscribe to a Monthly Subscription Plan (as defined below) or an Annual Subscription Plan (as defined below) or a term mutually agreed upon between the Licensor and Licensee ("Subscription").
4.2. This License Agreement and the license granted hereunder shall become effective from the date on which the License is initiated in accordance with the terms hereunder (“Effective Date”) and shall continue in terms of these Terms and Conditions unless terminated in accordance with the same.
4.2.1. In the event the Product is being utilised for services other than booking engine or including but not limited to booking engine, in addition to the Transaction Fees charged by the Licensor (as defined in clause 4.2.2), Subscription Fees will be levied in the following manner:-
i. If the Licensee opts for a Monthly Subscription Plan (as defined below), then the License will initiate on the date on which a confirmation e-mail is received by the Licensee upon acceptance of these Terms and Conditions and will be subject to timely monthly payment being made by the Licensee. In respect of the first month, pro-rata Subscription Fees shall be paid by the Licensee based on the number of days in such month during which the License would be available for use of the Licensee. After the first month, the Licensee shall be required to make payment of the monthly Subscription Fees by the first day of every month (in respect of such month) and the License will be renewed only if such payment is made within the stipulated date (“Monthly Subscription Plan”). This is subject to the conditions for delayed payment stipulated in these Terms and Conditions.
ii. In an Annual Subscription Plan (as defined below), each License Term shall begin on the date opted by the Licensee for initiation of License and expire twelve (12) months from the Effective Date (“Annual Subscription Plan”). Approximately thirty (30) days prior to the expiration of the License Term, Licensor shall notify Licensee of its opportunity to renew the Subscription Term.
iii. Any renewal for an Annual Subscription Plan shall require mutual agreement and all applicable fees for such renewals will be at Licensor’s then-current rates. If the Licensor does not renew the License, the Licensee’s access to the Product will terminate at the end of the then-current License Term.
iv. If the Licensee selects a Monthly Subscription Plan, the Licensee acknowledges, and agrees, that the License will be provided on a monthly billing cycle. A recurring billing charge will be automatically issued to the Licensee every billing period.
v. If the Licensee selects the Annual Subscription Plan, the Licensee acknowledges, and agrees, that the Product will be provided on a yearly billing cycle. A demand for payment will be automatically issued to the Licensee thirty (30) days prior to the expiry of such Annual Subscription Plan.
vi. While subscribing to the Monthly Subscription Plan, the Licensee shall pay a month’s License Fees as advance payment. While subscribing to the Annual Subscription Plan, the Licensee shall pay an amount as agreed upon by the Licensor and the Licensee as advance payment.
vii. The Licensor shall be entitled to increase the Subscription Fees at the start of each renewal term. However, the Licensor shall notify the Licensee of such revision in Subscription Fees, by giving a 15 (Fifteen) day notice to the Licensee.
4.2.2. In the event the Product is being utilised for services only pertaining to booking engine, then the Licensee shall be liable to pay to the Licensor transaction fees as decided mutually between the Licensor and Licensee (“Transaction Fees”). The Transaction Fees shall be levied in respect of the transactions successfully completed by the Licensee using the Product and Services of the Licensor. The Transaction Fees shall be deducted by the Licensor for each transaction from the payment made by the Licensee’s customer for making bookings/reservations at the Licensee’s hotel on/through the Website. The Transaction Fees will be deducted before such payment made by the customer is transferred to the account of the Licensee.
4.2.3. For the purpose of these Terms and Conditions, Transaction Fees or Subscription Fees shall be independently or collectively be referred to as “License Fees” unless otherwise specified.
4.3. The mode of payment of License Fees including the advance License Fees shall be made through the payment option mutually agreed upon by the Parties.
4.4. The Licensee agrees to pay the License Fees at the time the License Fees are due and payable.
4.5. All fees are non-refundable. The License Fees or any portions thereof paid in advance, are also non-refundable if the Licensee chooses to cancel the License prior to the end of the License Term.
4.6. If the License Fees is paid after the date on which the License Fees is due (“Due Date”) but within seven (7) days after Due Date, then the Licensee shall make payment of License Fees along with 10% of the License Fees as late fee charge.
4.7. If the Licensor has not received payment within seven (7) days after the Due Date, then the Licensee shall be liable to pay to the Licensor, the due amount along with interest @ 18% p.a. from such date till the date of payment. Further, without prejudice to any other rights and remedies of the Licensor:
4.7.1. the Licensor, at its discretion, may disable the Licensee's password, account and suspend access to all or part of the Product and the Licensor shall be under no obligation to provide any or all of the Product while the invoice(s) concerned remain unpaid; and/or
4.7.2. the Licensor shall have a right to forfeit the amount paid as advance.
4.8. All amounts and fees stated or referred to in these Terms and Conditions:
4.8.1. shall be payable in INR;
4.8.2. are non-cancellable and non-refundable;
4.8.3. are exclusive of value added tax, which shall be added to the Licensor's invoice(s) at the appropriate rate.
4.9. To facilitate the booking engine services through the Product, the Licensor has integrated an online payments system, i.e., PayU Payments Private Limited (“PayU”) for enabling online transactions including payments, refund etc. For the purposes of these Terms and Conditions, the Licensee agrees and undertakes to ensure compliance with all relevant terms for facilitating payments through PayU.
5.1. The Licensee agrees and warrants that for the purposes of the Product, the Licensee shall provide data and access to data and information in order to facilitate the use of the Product. Such data provided by the Licensee shall be data belonging to the Licensee and the Licensee shall own all rights, title and interest in and to all of the data and shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of its data (“Licensee Data”).
5.2. The Licensee agrees and permits the Licensor to have access to Licensee Data for the purpose of functioning of the Product and permits the Licensor to archive the Licensee Data and use it for the purpose of analytics and MIS purposes only. Any use beyond the mentioned use shall be done only subsequent to written permission by the Licensee.
5.3. The Licensor agrees that the Licensee Data shall be solely used for the purpose mentioned herein and shall not be shared with any third party.
5.4. If the Licensee provides any information or data which is untrue, inaccurate, not current or incomplete (or become untrue, inaccurate, not current or incomplete) or provides information/data over which the Licensee has no rights, the Licensor may suspend or terminate the License and refuse all current or future use of the Product.
5.5. In the event of any loss or damage to Licensee Data, the Licensee's sole and exclusive remedy shall be for the Licensor to use reasonable commercial endeavours to restore the lost or damaged Licensee Data from the latest back-up of such Licensee Data maintained by the Licensor in accordance with its archiving procedure. The Licensor shall not be responsible for any loss or destruction of Licensee Data.
6.1. Each Party represents and warrants to the other that:
6.1.1. It is a duly incorporated and validly existing entity under applicable laws and has the power to own its assets and carry on its business as is now being conducted.
6.1.2. It has the full power and authority to enter into and perform its obligations under these Terms and Conditions.
6.1.3. The execution, delivery and performance of these Terms and Conditions by it has been duly and validly authorized by all necessary actions on its part and these Terms and Conditions constitute a legal, valid and binding obligation and are enforceable against it in accordance with its terms.
6.1.4. It is in compliance with all applicable laws and has obtained all applicable permits and licenses required in connection with its obligations under these Terms and Conditions.
6.2. The Licensee warrants that it understands that for the proper and efficient functioning of the Product, it is imperative that the Licensee Data provided by the Licensee is correct and accurate and it will be liable for any issue arising due to incomplete or incorrect Licensee Data being used.
6.3. In the event of any legal issues/disputes between the Licensee and its customer(s), the Licensee accepts and acknowledges that it shall be solely liable for any such customer(s) or third party claims.
6.4. The Licensee warrants that the Licensee has complied with all laws, rules and regulations and obtained all permits to carry on its business, and any loss caused to the Licensor due to a default on the part of the Licensee regarding the same, shall be the liability of the Licensee and Licensee agrees and undertakes to make good such loss to the Licensor. .
6.5. Licensor disclaims all other warranties express or implied, including without limitation, any implied warranties of merchantability, merchantable quality or fitness for a particular purpose except to the extent that any warranties implied by law cannot be validly waived.
7.1. The Licensee shall:
7.1.1. provide the Licensor with all necessary co-operation in relation to these Terms and Conditions;
7.1.2. comply with all applicable laws and regulations with respect to its activities under these Terms and Conditions;
7.1.3. carry out all responsibilities set out in these Terms and Conditions in a timely and efficient manner. In the event of any delay in the Licensee's provision of such assistance as agreed by the Parties, the Licensor may adjust any agreed timetable schedule as reasonably necessary at its sole discretion;
7.1.4. obtain and maintain all necessary licences, consents, and permissions necessary for the Licensee, its contractors and agents to perform their obligations under these Terms and Conditions;
7.1.5. ensure that its network and systems comply with the relevant specifications provided by the Licensor from time to time;
7.1.6. be solely responsible for procuring and maintaining its network connections and telecommunications links from its systems to the Licensor's data centres, and all problems, conditions, delays, delivery failures and all other loss or damage arising from or relating to the Licensee's network connections or telecommunications links or caused by the internet;
7.1.7. be solely responsible for maintaining the confidentiality of its passwords. If the Licensee becomes aware of any unauthorized access to the Product, it shall notify the Licensor;
7.1.8. shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness and intellectual property ownership or right to use of all Licensee Data;
7.1.9. In the event the Licensee is opting for booking engine services using the Product, then:
i. The Licensee shall register with PayU which has been engaged by the Licensor for online payment services. The Licensee agrees to complete the acknowledgment and authorization form as provided to it by Licensor;
ii. The Licensee shall open a PayU Money account and provide all documents as demanded from time to time by the Licensor for registration of the Licensee with PayU;
iii. The Licensee understands and agrees that the use of booking engine shall be subject to the registration of the Licensee being approved by PayU;
iv. The Licensee agrees that the confirmation of booking of services to its customer(s) shall be given to them only when the Licensor/Licensee receives a transaction confirmation from PayU;
v. The Licensee shall maintain sufficient records evidencing delivery of its services to its customer(s);
vi. The Licensee understands and agrees that all issues with regard to the services provided by Licensee to its customer(s) shall be the responsibility of Licensee and shall be liable for the same. The Licensor shall in no manner be held responsible;
vii. Licensee agrees to comply with all applicable rules, guidelines, instructions, requests and actions etc. made by the authorized Banks and/or Card Associations pertaining to online payments from time to time. The Licensee shall be responsible for any fines or penalties levied upon the Licensor for such non-compliance by Licensee;
viii. In the event of any loss suffered by the Licensor due to inability of the Licensee to refund any money to its customer(s), then the Licensee shall be liable to make good such loss to the Licensor;
ix. The Licensee shall provide customer support to its customers at all times including in relation to the services provided by the Licensee through the Product;
x. The Licensee shall solely be liable for quality and efficiency and merchantability of the services provided by it to its customer(s);
xi. The Licensee understands and agrees that the Licensor has entered into agreement with PayU for its services and PayU shall in no circumstances be liable to the Licensee;
xii. The Licensee shall obtain all licenses, approvals, registrations etc. in accordance with all laws, rules, regulations, guidelines in India for providing its services and also providing the facility of online payments;
xiii. The Licensee shall not offer any services or products to its customer(s) which are illegal or offensive. The list of such services or products shall be circulated by the Licensor to the Licensee;
xiv. The Licensee agrees that it shall be responsible for all chargebacks incurred with regard to the payment related issues in accordance with the chargeback rules and guidelines issued by various Banks and Card Associations;
xv. In the event of refunds initiated by Banks and Card Associations or in the event additional amount is transferred in the account of the Licensee in relation to payment made by its customer(s), the Licensee agrees to cooperate with the Licensor to comply with its obligations and refund such amount within 5 (five) days of such request made by the Licensor. If the Licensee fails to pay such amount to Licensor, the Licensor has a right to settle such amounts through future transactions;
xvi. The Licensee agrees and undertakes to be solely responsible for the payment of all the respective relevant taxes, surcharge etc. due upon the payments made by its customer(s) facilitated through PayU;
xvii. The Licensee shall ensure to keep confidential, all information submitted by its customer(s) on its website. The customer(s) shall not be required or asked to disclose any confidential or personal data which may be prejudicial to the interest of the customer(s). The information provided by the customer(s) shall only be used for completion of transaction and no other purpose;
xviii. The Licensee agrees to indemnify the Licensor for all losses caused due to its breach of the PayUMoney terms and conditions;
xix. The Licensee shall not infringe the intellectual property rights of the Licensor, Banks, PayU or any third party, whether directly or indirectly;
7.2. The Licensee shall not:
7.2.1. except as may be allowed by any applicable law and except to the extent expressly permitted under these Terms and Conditions, attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the software and/or documentation (as applicable) pertaining to the Product in any form or media or by any means; or
7.2.2. attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the software pertaining to the Product; or
7.2.3. access all or any part of the Product and/or documentation in order to build a product or service which competes with the Product and/or the documentation; or
7.2.4. license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit, or otherwise make the Product or services through the Product available to any third party in violation to these Terms and Conditions; or
7.2.5. attempt to obtain for third parties, or assist third parties in obtaining, access to the Product; or
7.2.6. use the Product in a manner or for a purpose not authorised/permitted by the Licensor or except in compliance with these Terms and Conditions.
7.3. The rights provided under these Terms and Conditions are granted to the Licensee only, and shall not be considered granted to any subsidiary, affiliate or holding company of the Licensee.
8.1. The Licensor shall ensure that the Product is licensed and performance is substantially in accordance with these Terms and Conditions. The Licensor shall not be liable for non-conformance which is caused by use of the Product contrary to the Licensor's instructions, or modification or alteration of the Product by any party other than the Licensor or the Licensor's duly authorised contractors or agents. If the Product and performance do not conform with these Terms and Conditions, Licensor will, at its expense, use all reasonable commercial endeavours to correct any such non-conformance promptly, or provide the Licensee with an alternative means of accomplishing the desired performance. Such correction or substitution constitutes the Licensee's sole and exclusive remedy for any breach of the Licensor’s covenants set out in these Terms and Conditions. Notwithstanding the foregoing, the Licensor:
8.1.1. does not warrant that the Licensee's use of the Product will be uninterrupted or error-free; or that the product, or the on-line technical information or materials developed by Licensor relating to the use of Product and/or the information obtained by the Licensee through the Product will meet the Licensee’s requirements; and
8.1.2. is not responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of data over communications networks and facilities, including the internet, and the Licensee acknowledges that the Product may be subject to limitations, delays and other problems inherent in the use of such communications facilities.
8.2. The Licensor shall use commercially reasonable endeavours to make the Product available 24 hours a day, seven days a week, except for:
8.2.1. planned maintenance carried out during the maintenance window of 07.00 pm to 2.00 am IST; and
8.2.2. unscheduled maintenance, provided that the Licensor has used reasonable endeavours to give the Licensee at least 6 (six) hours’ notice in advance regarding such unscheduled maintenance.
8.3. For the efficient use of the Product, the Licensee gives to the Licensor, the authority to auto-populate data of bookings created online onto the booking chart as part of its overall approach to increase the efficiency of the sale desk by minimising manual intervention. It will also automatically sync the inventory and rate information routinely updated by the Licensor onto all online platforms automatically.
8.4. Nothing herein prevents the Licensor from entering into similar agreements with third parties, or from independently developing, using, selling or licensing documentation, products and/or services which are similar to those provided under to the Licensor.
8.5. The Licensor warrants that it has and will maintain all necessary licences, consents, and permissions necessary for the performance of its obligations under these Terms and Conditions.
9.1. The Licensee agrees to indemnify, defend and hold harmless the Licensor, its subsidiaries, affiliates, third-parties and their respective officers, directors, agents, and employees, from and against any and all losses, liabilities, claims, damages, costs and expenses (including legal fees and disbursements in connection therewith and interest chargeable thereon) asserted against or incurred by Licensor that arise out of, result from, or may be payable by virtue of, any breach or non-performance of any representation, warranty, covenant or agreement made or obligation to be performed by the Licensee pursuant to these Terms and Conditions. Further, the Licensee agrees to hold the Licensor harmless against any claims made by any third party due to, or arising out of, or in connection with, the Licensee’s use of the Product or any claim that the Licensee has or will cause damage to a third party, the Licensee’s violation of the Terms and Conditions, or the Licensee’s violation of any rights of another, including any intellectual property rights.
10.1. The Licensor’s trademarks, logos, images, service marks, trade names (collectively the “Trademarks”) and other distinctive branding features displayed on the Website or on content available through the Website are registered and unregistered Trademarks of the Licensor and shall not be used in connection with products and/or services that are not related to, associated with, or sponsored by their rights holders that are likely to cause customer confusion, or in any manner that disparages or discredits their rights holders. All Trademarks not owned by the Licensor that appear on the Website or on or through the Website’s Services, if any, are the property of their respective owners. The Licensee’s misuse of the Trademarks displayed on the Website or on or through any of the Website’s Services is strictly prohibited. All intellectual property rights pertaining to or associated with the Product shall be owned by the Licensor. The Licensee acknowledges and agrees that the grant of the License to the Licensee in accordance with the Terms and Conditions hereunder shall not, in any manner, tantamount to or be construed as an assignment of the Product or any rights associated therewith. The Licensee agrees that, pursuant to the License, the Licensee has only obtained limited usage rights in respect of the Product in the manner and subject to the terms specified hereunder. 10.2. Any rights not expressly granted herein, are reserved to the Licensor. The Licensee agrees to abide by all copyright notices, information, or restrictions contained in any part of the Website. The Licensee must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the Website.
11.1. Each Party will, during the Term and on its expiry or Termination maintain strict confidentiality of all information received pursuant to or as a consequence of the License which is not and has not become public knowledge and will not disclose any of the same except to its employees who need to know the same for the purpose of these Terms and Conditions and will procure that such employees shall maintain the same in strict confidence and shall not use the same for any purpose except the performance of their duties under these Terms and Conditions. 11.2. Each Party shall hold the other's confidential information in confidence and, unless required by law or in order to comply with an order of any governmental or judicial / quasi-judicial authority, not make the other's confidential information available to any third party, or use the other's confidential information for any purpose other than in accordance with and for the purposes of these Terms and Conditions.
12.1. The Licensor may suspend or terminate the License upon occurrence of any of the events specified in this clause or elsewhere in this License Agreement.
12.2. The License shall stand terminated upon expiry of the License if not renewed according to these Terms and Conditions.
12.3. Either Party shall be entitled to terminate the License by giving a prior written notice of ninety (90) days to the other Party.
12.4. Notwithstanding anything to the contrary contained herein, the License may be terminated by the Licensor, without any prior notice and with immediate effect, if at any time:
12.4.1. the Licensee fails to observe any of these Terms and Conditions;
12.4.2. In the event of Licensee utilising booking engine, the Licensee is blacklisted by PayU and PayU suspends/terminates its services with regard to such Licensee;
12.4.3. the Licensee is subject to any winding up, dissolution or other analogous proceedings.
12.5. Upon expiration or termination of these Terms and Conditions for any cause, the rights and obligations of the Parties under these Terms and Conditions shall (subject to the provisions herein) terminate, unless otherwise specified herein.
12.6. Any rights to terminate these Terms and Conditions shall be without prejudice to the other rights of the Parties and shall not preclude the non-defaulting Party from claiming damages or indemnity or other compensation/claim against the defaulting Party, unless otherwise specified herein.
12.7. Upon termination of License according to these Terms and Conditions, the Licensor shall:
12.7.1. cease to act or hold itself out as the Licensor of the Licensee, save in respect of unfulfilled Product for which it has, prior to such date, contracted with third parties
12.7.2. return to the Licensee (or as it directs) all data and information of the Licensee and all confidential information of the Licensee and copies thereof in its possession or control.
12.8. Upon termination or suspension of the License, the Licensee shall no longer be entitled to use the Product and the Licensor may disable the Licensee's account and suspend the Licensee’s access to the Product. The Licensee covenants that upon termination of this License Agreement, it will immediately pay all amounts owed to the Licensor.
13.1. The Licensor and/or its directors, officers, employees, affiliates and agents shall not be liable to the Licensee for direct, indirect, incidental, special or consequential damages of any kind whether based in contract, torts (including for negligence) or otherwise arising, from the use of the Product or any deficiencies or errors in the Services. Licensee’s sole and exclusive remedy for any loss in any way connected to the Product or Service furnished by Licensor, shall be, at Licensor’s option:
13.1.1. To bring the performance of the Product into substantial compliance with the functional specifications;
13.1.2. Return of an appropriate portion of any payment made by the Licensee with respect to the applicable portion of the Product.
14.1. These Terms and Conditions shall be governed by and be construed in accordance with the laws of India.
14.2. The courts at Delhi shall have exclusive jurisdiction on the matters arising from these Terms and Conditions.
15.1. Either Party shall have no liability to the other under these Terms and Conditions if it is prevented from or delayed in performing its obligations, or from carrying on its business, by acts, events, omissions or accidents beyond its reasonable control, failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, fire, flood, storm provided that the other Party is notified of such an event and its expected duration.
16.1. No failure or delay by a party to exercise any right or remedy provided under these Terms and Conditions or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
17.1. The Licensee shall not, without the prior written consent of the Licensor, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
17.2. The Licensor may at any time assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under these Terms and Conditions.
18.1. In the event any provision in these Terms and Conditions is determined to be unlawful, void or unenforceable, such provision shall be enforceable to the fullest extent permitted by applicable law and the unenforceable portion shall be deemed to be severed from these Terms and Conditions and shall not affect the validity and enforceability of any other provisions.