Terms of Use

Acceptance of Agreement

THESE TERMS OF SERVICE SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN THE USER’S USE OF THE SERVICES, AND ALL RELATED TOOLS, WEB AND MOBILE APPLICATIONS, SMART CONTRACTS, AND APPLICATION PROGRAMMING INTERFACES (“APIS”) LOCATED AT ANY OF THE COMPANY’S SERVICES, INCLUDING BUT WITHOUT LIMITATION TO, SUCCESSOR WEBSITE(S) OR APPLICATION(S) THERETO (COLLECTIVELY, THE “PLATFORM”). THESE TERMS SET OUT THE USER’S RIGHTS AND RESPONSIBILITIES WHEN YOU USE THE PLATFORM FOR ANY PURPOSE, INCLUDING BUT WITHOUT LIMITATION TO VIEWING TRADING AND SALES DATA FOR TOKENS. BY USING THE SERVICES OR ACCESSING THE PLATFORM IN ANY MANNER, YOU ACCEPT AND AGREE TO BE BOUND BY THESE TERMS AND ALL OF THE TERMS INCORPORATED HEREIN BY REFERENCE. BY AGREEING TO THESE TERMS, YOU FURTHER CERTIFY THAT YOU ARE AT LEAST 18 YEARS OF AGE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MAY NOT ACCESS OR USE THE SITE, TOOLS OR THE PLATFORM.

PLEASE BE AWARE THAT THESE TERMS OF SERVICE REQUIRE THE USE OF ARBITRATION (SECTION 13.4) ON AN INDIVIDUAL BASIS IN ORDER TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. FURTHER THESE TERMS OF SERVICE WILL ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

By accessing, submitting information to and/or using the Services, or by signing into the services using a Wallet, you agree to be bound by these Terms and our Privacy Policy, incorporated herein by reference, and to be in compliance with all applicable laws including, without limitation to, all federal, state and local tax and tariff laws, regulations, and/or directives. In accordance with Article 6 of the General Data Protection Regulation, or “GDPR,” users in the European Union acknowledge and consent to our processing of personal data as essential for the performance of these Terms, applicable agreements, and use of the Services. If you are not in agreement with these Terms, please refrain from using the Services. The Terms of Service are referred to herein as the “Agreement.”

Amendments

The Company reserves the right to amend this Agreement and the Company’s Privacy Policy described in Section 5 below at any time with reasonable notice, as determined by the Company in its sole discretion. The Company will post updates of any amendment on the Service. Users should review this Agreement, and the Company’s Privacy Policy on a regular basis for new updates. By continuing to use the Platform or Service after such notice is provided, you accept and agree to such amendments. If you do not agree to any amendment to any of these agreements, you should immediately stop using the Platform and Service. If you have any questions about the terms and conditions in this Agreement or the Company’s Privacy Policy, please contact us at [email protected].

Definitions and Interpretation

Defined Terms: Unless the context requires otherwise, the following terms in this Agreement shall have the following meanings:

• “Affiliate” shall have the meaning, with respect to any party, a person, firm, corporation, partnership, general partnerships, limited partnerships, and limited liability partnerships), limited liability company, or other entities that now or in the future, directly controls, is controlled with or by or is under common control with such party.
• “Applicable Law” shall have the meaning of all federal and state laws
• “Business Day” shall have the meaning of any day (other than a Saturday, Sunday, or legal holiday)
• “Profile Information” means the information that a User provided to us in order to register for the Service, including as applicable, wallet address, name, address, and the username and password that allow you to access the Service
• “Wallet” means an Ethereum electronic wallet that allows Users to purchase and store cryptocurrencies, tokens and sign/engage in transactions on the Ethereum Blockchain.

Interpretation: References to Sections and Appendices are to be construed as references to the Sections of, and Appendices to, this Agreement, unless otherwise specified. The singular includes the plural, and the plural includes the singular. All references to hereof, herein, hereunder and other similar compounds of the word here shall mean and refer to this Agreement as a whole. The terms include and including are not limiting in nature. All references to days shall mean calendar days unless it is specified to be Business Days. The use of the word “including” in this Agreement to refer to specific examples shall be construed to mean “including, without limitation” or “including but not limited to” and will not be construed to mean that the examples given are an exclusive list of the topics covered.

The Service

Purpose of the Services: The Services is provided for the purpose of allowing Users to purchase tokens. It attempts to present information in an aggregate format for the convenience and ease of use of Users. The Service, and the Platform are provided solely for educational purposes and are not meant to include or represent financial advice or indicate any trading opportunity. Due to factors that are out of the Company’s control, the Company does not warrant the accuracy, completeness, or utility of any information on the Platform or in the Services at any particular time. Any reliance Users place on such information is strictly at their own risk. The Company disclaims all liability and responsibility arising from any reliance placed on such content by Users or any other visitor to our Website, or by anyone who may be in receipt of its contents. Any information Users provide or the Company collects through the Website shall be handled in accordance with the Website’s Privacy Policy.

Use of the Services: The Company grants Users a non-exclusive license to access the Services including any Website and data, material, content, or information herein solely for their personal use. User’s right to access and use the Website shall be limited to the purposes described in these Terms unless the User is otherwise expressly authorized by the Company to use the Services for Users’ own commercial purposes. You agree to use the Services only for lawful purposes and agree to comply with all rules governing any transactions on and through the Services.

User Account Responsibility

User understands and agrees that you are solely responsible for maintaining the security of your account and control over any usernames, passwords, public and/or private keys, or any other codes that User uses to access the Service. If you are given or create a password to access the Platform, you are responsible for maintaining the confidentiality of your account and your password. If you use a Wallet to access the Platform, the Company has no way of granting you access to the site if you lose access to, or control of, your Wallet. You are responsible for all activities that occur under your account, and you agree to notify the Company immediately of any suspected unauthorized use of your account. The Company is not responsible for any loss that you may incur as a result of any unauthorized activity related to your account, wallet. or your password.

Additional Considerations

Transactions are recorded on the public blockchains: Transactions on the Platform are managed and confirmed via public blockchains including but not limited to the Ethereum blockchain. The User understands that your public address on the relevant blockchain will be made publicly visible whenever it engages in a transaction on the Platform. We neither own nor control any Wallet, the Ethereum network, or any other blockchain network we interface with, or any other 3rd-party site or service that Users might access or use for the purpose of enabling the user to access and utilize any feature of the Platform. The Company will not be liable for the acts or omissions of any such third parties, nor will we be liable for any damage that a User suffers as a result of its transactions or any other interaction with any such third parties.

Gas: All transactions through the Services are facilitated by smart contracts existing on a blockchain network. The value of the Gas Fee changes, often unpredictably, and is entirely outside of the control of the Company or the Services. User acknowledges that under no circumstances will a transaction through the Services be invalidated, revocable, retractable, or otherwise refundable on the basis that the Gas Fee for the associated transaction was unknown, too expensive, or otherwise unacceptable to User.

Our Use of Account Information: Verified Users authorize us to use the account information for all purposes related to the Service, provided that such access shall be used solely for the purpose of providing the Service.

License

Subject to this Agreement, the Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Service solely for your own personal use, and solely as permitted by and in compliance with the Terms and Applicable Law. Such a limited license may be revoked at any time at the Company’s sole discretion.

Prohibitions and Restrictions

Prohibited Uses: You agree that you will not:

• Use the Services in any manner that could damage, disable, overburden, or impair the Services
• Obtain or attempt to obtain any materials or information through the Services by any means not intentionally made available or provided by the Company;
• Attempt to gain unauthorized access to any Website account, computer systems or networks associated with the Company or the Website;
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack
• Impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity
• Modify, make derivative works of any part of the Service

Restrictions: Except as expressly stated herein, no part of the Service may be copied, reproduced, distributed, republished, or transmitted in any form or by any means. All copyright and other proprietary notices on the Service must be retained on all copies thereof. You further agree that you will refrain from using the Services for any illegal purpose.

Modification

The Company reserves the right, at any time, to modify, suspend, or take down the Services (in whole or in part) and the Services with or without notice to you. You agree that the Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Services.

No Support or Maintenance

User acknowledges and agrees that the Company has no obligation to provide you with any support or maintenance in connection with the Services on an ongoing basis.

Account Suspension

User agrees that the Company reserves the right to immediately stop or suspend User’s access to the Services, Website, and the Platform if Company suspects that (i) the User’s account is being used for illegal activities; (ii) the User has engaged in fraudulent activities; or (iii) the User has engaged in transactions that are in violation of these Terms of Use.

Affiliates

The rights, duties and/or obligations of the Company under this Agreement may be exercised and performed by the Company and any of the Company’s Affiliates, or any of their subcontractors and agents. The Company acknowledges that it shall be solely responsible for the acts or omissions of the Company’s Affiliates, and any subcontractor or agent of the Company or any of the Company’s Affiliates, related to the subject matter hereof. You agree that any claim or action arising out of or related to any act or omission of any of the Company or the Company’s Affiliates, or any of their respective subcontractors or agents, related to the subject matter hereof, shall only be brought against the Company, and not against any of the Company’s Affiliates, or any subcontractor or agent of the Company or any of the Company’s Affiliates.

PRIVACY

You agree to the Company’s Privacy Policy, which shall be recognized as a part of this Agreement as if it were set forth herein in its entirety. The Privacy Policy describes the methods in which we collect, use, and disclose information that is provided by you. By using the Services, you agree to be bound by the terms of the Privacy Policy.

THIRD-PARTY LINKS, PRODUCTS AND APPLICATIONS

6.1 Third-party Sites

The Services may contain links to websites controlled or operated by persons and companies other than the Company (“Linked Sites”), including but not limited to Twitter profile links or Discord servers. Linked Sites are not under the control of the Company, and the Company is not responsible for the contents of any Linked Site, including without limitation any link contained on a Linked Site, or any changes or updates to a Linked Site. The Company is not responsible if the Linked Site is not working properly or for any viruses, malware, or other malicious software attacks resulting from your use of a Linked Site. The inclusion of any link does not imply endorsement by the Company of the site or any association with its operators. You are responsible for viewing and abiding by the privacy policies and terms of use posted on the Linked Sites. You are solely responsible for any interaction or business relationship with third parties who support the Company or are identified in the Services, including any delivery of and payment for goods and services. The Company does not store any information shared with a Linked Site and shall not be responsible for any personally identifiable information shared with any Linked Site.

6.2 Third-party Applications

You acknowledge that your access and use of any third-party applications or software on our Services and Content is at your own discretion and risk, and the Company bears no liability to you arising from your use of any Third-Party Applications. The Company hereby disclaims any representation, warranty, or guarantee regarding any Third-Party Applications, whether expressed, implied or statutory, including, without limitation, the implied warranties of merchantability or suitability for a particular purpose, and any representation, warranty, or guarantee regarding the availability, features, accuracy, completeness, or legality of the Third-Party Applications. You agree to indemnify and hold the Company harmless for any direct, indirect, punitive, incidental, special, or consequential damages, or any damages whatsoever including but without limitation to, damages for loss of use, arising out of or in any way connected with the use or performance of the Third-Party Applications. The Company is not responsible for any personally identifiable information that may be shared with any Third-Party Applications.

6.3 Release

You hereby release and forever discharge the Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature, that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Service (including any interactions with, or act or omission of, our partners or any other third party or any Third-party Links and Applications).

INTELLECTUAL PROPERTY

7.1 Company Intellectual Property

User acknowledges and agrees that the Company owns all legal rights and interest in and to all elements of the Services. The Company logo, graphics, design, user interface, website design, computer code, services, data, and all elements of the Platform (collectively, the “Company Assets”) are owned by the Company. The Services, Platform, Company Assets, and Content are protected by copyrights, trademarks, or are subject to other proprietary rights. You are not permitted to use the Services or Content in any manner, except as expressly permitted by the Company in these Terms. The Services or Content shall not be copied, reproduced, modified, published, transmitted or distributed in any way.

Notwithstanding anything to the contrary herein, You understand and agree that You shall have no ownership or other property interest in your account, and You further agree that all rights in and to your account are and shall forever be owned by and inure to the benefit of the Company.

7.2 Non-Company Intellectual Property

Outside the Company Assets, all other trademarks, product names, logos, and similar intellectual property on the Platform are the property of their respective owners and may not be copied, imitated, or used, in whole or in part, without the permission of the applicable trademark holder.

7.3 Digital Millennium Copyright Act Compliance

Notification. We take claims of copyright infringement very seriously. We will respond to notices of alleged copyright infringement that comply with applicable law. If you believe any materials accessible on or from the Services infringes upon your copyright, you may request removal of those materials from the Services by submitting written notification to the Company. In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) ("DMCA"), your written notice (the "DMCA Notice") should include the following:

1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
2. Identification of the copyrighted work claimed to have been infringed;
3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity;
4. Information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and an email address;
5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
6. A statement that the information in the notification is accurate;
7. Under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

INDEMNIFICATION

You agree to release, indemnify, and hold harmless the Company and its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way related to: (a) your access to, use of, or inability to use the Services; (b) your breach of this Agreement; (c) your violation of any rights of a third party; (d) your violation of any Applicable Law; and (e) any and all financial losses you may suffer, or cause others to suffer, due to the buying and selling of tokens whether or not such trades were made due to information learned on the Platform or through the Service.

9.1 User Acknowledges the Risk of Cryptocurrency and Smart Contracts

You represent and warrant that you understand and are willing to accept the risks associated with cryptographic systems such as smart contracts, public blockchain networks (including but not limited to the Ethereum blockchain network) and non-fungible tokens (NFT).

9.2 Company is Not Responsible for Technical Errors on Any Blockchain

Company is not responsible for losses due to blockchains or any other features of the Ethereum network or any other blockchain network that the Company may include in the Services or Platform, or any wallet on any blockchain network, or losses due to forks, technical issues or any other issues that may result in financial loss.

Upgrades to the Ethereum platform or any other blockchain network with which Company may include in the Services or Platform, a hard fork in any such platform, or a change in how transactions are confirmed on any such platform may have unintended and negative effects on all blockchains using the ERC-20, ERC-721, or ERC-1155 standards.

9.3 The User acknowledges the risks of the platform

You acknowledge that the Platform is subject to flaws and acknowledge that you are solely responsible for evaluating any information provided by the Platform. This warning and others provided in this Agreement by Company is in no way evidence nor do they represent an ongoing duty to alert you of all potential risks when you are utilizing or accessing the Platform. The Platform may experience sophisticated cyber-attacks, unexpected surges in activity or other operational or technical difficulties that may cause interruptions to or delays on the Platform. You agree to accept the risk of the Platform failure resulting from unanticipated or heightened technical difficulties, including those resulting from sophisticated attacks, and you agree not to hold the Company accountable for any related losses.

9.4 Company does not make any representations regarding the value of any digital assets

The prices of blockchain assets are extremely volatile and large changes in the price of other digital assets could materially and adversely affect the value of tokens, which themselves may also be subject to significant price volatility due to supply and demand and the popularity of specific tokens. The Platform, cryptocurrencies, NFTs, and other digital assets may be impacted by one or more regulatory inquiries or pending regulatory action. The Company makes absolutely no representations or warranties of any kind regarding the value of tokens or other digital assets.

9.5 User acknowledges financial risk of digital assets

The risk of loss in trading digital assets can be substantial. You should, therefore, carefully consider whether such creating, buying or selling digital assets is suitable for you in light of your circumstances and financial resources. By using the Platform, you represent that you are solely responsible for making your own independent appraisal and investigations into the risks of a given transaction and the underlying digital assets. You represent that you have sufficient knowledge, professional advice, and experience to make your own evaluation of the potential gains and losses of any transaction conducted via any digital asset. Under no circumstances shall the Company be financially liable for your use of the Platform in connection with your buying or selling of any digital asset transactions.

9.6 Violations by other Users

The User irrevocably releases, acquits, and forever discharges Company and its subsidiaries, affiliates, officers, and successors for and against any and all past or future causes of action, suits, or controversies arising out of another User’s violation of these Terms.

9.7 Alpha Callers

The Company does not guarantee the validity and effectiveness of any content posted in the Services. Alpha Callers are not employees of the Company and any content, advice, prediction or estimates provided by Alpha Callers should not be construed as financial advice. Alpha Callers are not professional investment advisors and the information posted by them should only be considered as entertainment. The User agrees that the use of the information provided by Alpha Callers is risky and may lead to monetary losses. The User further agrees that they will not hold any of the Alpha Callers liable for financial losses arising from the User’s decision to purchase tokens, NFTs or other assets.

10. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER

10.1 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY FINANCIAL LOSS ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, PLATFORM, THE WEBSITE OR THE SERVICES, CONTENT OR INFORMATION ACCESSED VIA THE WEBSITE OR ANY HYPERLINKED WEBSITE, OR ANY DISRUPTION OR DELAY IN THE PERFORMANCE OF THE WEBSITE, OR THE SERVICE EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SITES OR SERVICE IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PERSONAL PROPERTY, OR LOSS OF DATA RESULTING THEREFROM.

10.2 No Warranties

ALL INFORMATION OR SERVICES PROVIDED BY THE COMPANY TO YOU VIA THE SERVICES, INCLUDING, WITHOUT LIMITATION, ALL CONTENT, ARE PROVIDED “AS IS” AND “WHERE IS” AND WITHOUT ANY WARRANTIES OF ANY KIND. THE COMPANY AND ANY THIRD-PARTY LICENSORS WITH CONTENT ON THE SERVICES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. NOTWITHSTANDING ANY PROVISION CONTAINED HEREIN TO THE CONTRARY, THE COMPANY AND ITS THIRD-PARTY LICENSORS MAKE NO REPRESENTATION, WARRANTY OR COVENANT CONCERNING THE ACCURACY, QUALITY, SUITABILITY, COMPLETENESS, SEQUENCE, TIMELINESS, SECURITY OR AVAILABILITY OF THE WEBSITE OR ANY CONTENT POSTED ON OR OTHERWISE ACCESSIBLE VIA THE SERVICES. THE COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL BE FREE OF VIRUSES, WORMS OR TROJAN HORSES OR THAT IT WILL FUNCTION OR OPERATE IN CONJUNCTION WITH ANY OTHER PRODUCT OR SOFTWARE. YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY TERMINATION, INTERRUPTION OF SERVICES, DELAYS, ERRORS, FAILURES OF PERFORMANCE, DEFECTS, LINE FAILURES, OR OMISSIONS ASSOCIATED WITH THE SERVICES OR YOUR USE THEREOF. YOUR SOLE REMEDY AGAINST THE COMPANY FOR DISSATISFACTION WITH THE SERVICES OR THE CONTENT IS TO CEASE YOUR USE OF THE PLATFORM, WEBSITE AND/OR THE SERVICES.

10.3 The Company is not a financial planner or investment adviser

NEITHER THE COMPANY NOR THE PLATFORM NOR THE SERVICES ARE INTENDED TO PROVIDE INVESTMENT OR FINANCIAL ADVICE. THE COMPANY IS NOT A FINANCIAL OR TAX PLANNER AND DOES NOT OFFER LEGAL ADVICE TO ANY USER OF THE SERVICES.

11. TERM AND TERMINATION

This Agreement will remain in full force and effect while you use the Platform or use the Service (the “Term”). We may suspend or terminate your rights to use the Platform or Service at any time and for any reason at our sole discretion, including for any use of the Platform or Service in violation of this Agreement. You may terminate this Agreement at any time by ending your use of the Platform and the Service and notifying the Company at email address. Upon termination of your rights under this Agreement, your right to access and use the Platform and Service will terminate immediately. The Company will not have any liability whatsoever to you for any termination of your rights under this Agreement. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12. GENERAL TERMS

12.1 Changes to these Terms of Use

The Company may update or change these Terms from time to time in order to reflect changes in any of the Company’s Product or Services, changes in the legislation, or for other reasons as deemed necessary by the Company. The effective date of any Terms will be reflected in the “Last Updated” entry at the top of these Terms. Your continued use of the services after the communication of any such change constitutes your consent to such change.

12.2 Waiver

The waiver by the Company of a breach of any provision contained herein shall be in writing and shall in no way be construed as a waiver of any subsequent breach of such provision or the waiver of the provision itself.

12.3 Governing Law & Jurisdiction

These Terms are governed by the laws of the province of Ontario, Canada. You hereby irrevocably consent to the exclusive jurisdiction and venue of the courts in the province of Ontario, Canada in all disputes arising out of or relating to the use of the Services not subject to the Arbitration Agreement outlined in 13.4.

12.4 Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with the Company and limits the manner in which you can seek relief from us. It is part of your contract with the Company and affects your rights. It contains procedures of mandatory binding arbitration and a class action waiver.

... (Arbitration Agreement details)

12.5 Attorneys’ Fees and Costs

In addition to any relief, order, or award that is entered by an arbiter or court, any Party found to be the substantially losing Party in any dispute shall be required to pay the reasonable attorneys’ fees and costs of any Party determined to be the substantially prevailing Party, and such losing Party, shall also reimburse or pay any of the arbitrator’s fees and expenses incurred by the prevailing Party in any arbitration.

12.6 Third Party Beneficiaries

Notwithstanding Section 12.7, this Agreement and the rights and obligations hereunder shall bind and inure to the benefit of the parties and their successors and permitted assigns. Nothing in this Agreement, expressed or implied, is intended to confer upon any person, other than the parties and their successors and permitted assigns, any of the rights hereunder.

12.7 Entire Agreement

This Agreement and each of its exhibits or appendices, constitute and contain the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior or contemporaneous oral or written agreements. Each party acknowledges and agrees that the other has not made any representations, warranties or agreements of any kind, except as expressly set forth herein.

12.8 Severability

If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full effect and shall be binding upon the parties and shall continue to be enforceable, as if the aforementioned invalid or unenforceable provision (or portion thereof) were not contained in this Agreement.

12.9 Assignment

You may not assign or transfer any rights hereunder without the prior written consent of the Company. Except as provided in this section, any attempts you make to assign any of your rights or divest any of your duties hereunder without the prior written consent of the Company shall be null and void. The Company may assign this Agreement or any rights hereunder without consent.