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    Terms of Service

    These Terms of Service (the “Terms”) are a contract between you (either in your individual capacity as an independent professional or as a representative of a business entity), on the one hand (“you” or the “Provider”) and Growth Engineers Limited, on the other hand (“Growth Engineers”, “we” or “us”). You must read, agree with, and accept all of the terms and conditions contained in these Terms in order to use our website located at and related software and services (collectively, the “Platform”). We reserve the right to revise these Terms in our sole discretion at any time by posting the changes on our website. Your continued use of the Platform after the effective date of any revisions to these Terms constitutes your acceptance of the revised Terms.

    You understand that by signing up for and using the Platform, you are agreeing to be bound by these Terms. If you do not accept these Terms in their entirety, you may not access or use the Platform. By agreeing to these Terms on behalf of a legal entity: (a) you represent and warrant that you have the authority to bind that entity to these Terms; (b) such entity is responsible for any breach of these Terms by any of its representatives; and (c) “you” and “your” as used herein will refer and apply to that entity and the persons that access the Platform on its behalf.


    1.1 Overview

    Growth Engineers is an online introduction platform that allows you to meet and offer your professional services (“Services”) as an individual independent contractor or services firm (“Provider”) to individuals or businesses that are in market for such Services (“Clients”) for one or more projects (“Projects”). Under these Terms, Growth Engineers provides services to you, including operating and providing the Platform, curating Clients and Projects, and functioning as a payment processor for you and your Clients. Clients post Projects and invite Providers to submit a bid. You, in turn, post your professional profile and bid on Projects. If a Client accepts your bid and agrees on terms, a contract is formed directly between you and the Client (“Service Contract”) subject to the provisions set forth in Section 3 (Service Contract Terms).

    1.2 Eligibility

    The Platform is available only to legal entities and persons who are at least 18 years old and are otherwise capable of forming legally binding contracts under applicable law. We may determine your eligibility to create an account on the Platform in our sole discretion.

    1.3 Privacy

    We respect your privacy. Please see our Privacy Policy which governs your use of the Platform.

    1.4 Intellectual Property

    All content available on the Platform, including text, graphics, logos, images, proprietary information, and other materials is protected under intellectual property laws. You acknowledge and agree that Growth Engineers and/or its licensors own all right, title, and interest in and to the Platform and your agree not to take any action inconsistent with such ownership interests.  Any and all: (a) suggestions for correction, change, and modification to the Platform and other feedback, information, and reports you provide to Growth Engineers (collectively, “Feedback”); and all (b) improvements, updates, modifications, or enhancements, whether made, created, or developed by Growth Engineers or otherwise relating to the Platform (collectively, “Revisions”), are and will remain the property of Growth Engineers. You hereby assign to Growth Engineers any and all right, title, and interest that you may have in and to any and all Feedback and Revisions.

    1.5 Limited License

    Subject to your compliance with these Terms, we hereby grant you a personal, limited, revocable, and non-exclusive license to access and use the Platform for your internal business purposes only, and subject to the limitations set below. The limited rights granted to you to access and use the Platform comprise a limited license and do not constitute the sale of any software program or other intellectual property.

    You will not access (or attempt to access) the Platform by any means other than the interface provided, and you will not use information from the Platform for any purpose other than the purpose for which it was made available. You will not engage in any activity that interferes with or disrupts the functioning of the Platform. You will not upload or attach an invalid or malicious or unknown file. You will not insert any external links that may be malicious or unknown to you, or used for offering any goods or services other than Services. You agree not to “scrape” or disaggregate data from the Platform (whether by manual or automated means), for any commercial, marketing, or data compiling or enhancing purpose, or to copy, re-post or re-use data from the Platform for any other service. You agree not to use or provide software (except for general purpose web browsers and email clients, or software expressly licensed by us) or services that interact or interoperate with the Platform, e.g. for downloading, uploading, posting, flagging, emailing, search, or mobile use.

    1.6 Third-Party Links

     The Platform may include links to third-party websites. We are not responsible for the content of and do not endorse any such sites, and we will have no liability for any damages or losses you incur by visiting or using such third-party sites.

    1.7 Identity and Account Security

    You are responsible for ensuring that your account information is true, accurate, and complete. We reserve the right to validate your identity and account information at any time. You are responsible for ensuring and maintaining the secrecy and security of your account password. You must notify Growth Engineers support immediately if you suspect that your account password has been stolen. By using your Growth Engineers account, you acknowledge and agree that our account security procedures are commercially reasonable.

    1.8 Independent Contractor Status

     As a Provider, you acknowledge and agree that your relationship to Growth Engineers is that of an independent contractor and vendor providing professional services, and that

    • you have no authority to act on behalf of Growth Engineers;
    • Growth Engineers does not, in any way, supervise, direct, or control your performance of Services; and
    • Growth Engineers is not a party to any contract you may enter into with Clients and will not have any liability or obligations whatsoever under any such contracts. Further, consistent with your status as an independent contractor/vendor of Growth Engineers, neither you nor any of your principals, employees or agents (if applicable) shall be entitled to participate in or receive any compensation or benefits from Growth Engineers, that Growth Engineers provides or makes available to its employees pursuant to legal requirements or otherwise including, without limitation, worker’s compensation insurance, travel accident insurance, medical/dental insurance, life insurance, short- term and/or state disability insurance or benefits, long-term disability insurance, holiday pay, sick pay, paid vacation, bonuses, salary continuation pay, leaves of absence (paid or unpaid), pension plan benefits, retirement savings plan benefits or lease vehicle benefits. You are solely responsible for:
    • i. compensating any of your principals, employees and agents who provide any services to Growth Engineers on your behalf, including, without limitation, wages and employee benefits;

      ii. reporting to all applicable government agencies all amount paid to such principals, employees and agents;

      iii. withholding and payment of all payroll taxes;

      iv. compliance with all applicable laws with respect to your principals, employees and agents including, without limitation, those requiring and regulating workers’ compensation insurance, reporting of independent contractors, issuance of tax forms, and equal employment opportunity laws.

    • The service provided by Growth Engineers is limited to the introduction of Providers to Clients, operation of the platform, and facilitation of payment processing.

    1.9 No Conflict

    You hereby represent and warrant that you are not party to any written or oral agreement or other understanding that would restrict or prevent you from performing Services for any Client or with respect to any Project. You hereby represent and warrant that you will not incorporate into any Work Product produced under any Service Contract any confidential information or trade secrets of any other person or entity, or any material in which any other person or entity asserts any copyright, patent right, trademark, or other proprietary or intellectual property right.

    1.10 Exclusivity

    For a period of twelve (12) months from the time you are identified by a Client through the Platform (“Exclusivity Period”), you will use the Platform as your exclusive method to bid for Services and receive all payments for Services, directly or indirectly, with that Client or arising out of your relationship with that Client. Upon expiration of Exclusivity Period, you are free to directly deal with the applicable Client outside of the Platform and independently from these Terms.


    2.1 Your Content

    You represent and warrant that you own or have a valid license to all content or other materials you upload, post, publish or display through the Platform (collectively, “Content”). You hereby grant Growth Engineers and its affiliates a worldwide, non-exclusive, royalty free, fully paid, transferable, sub-licensable, perpetual, and irrevocable license to copy, modify, display, perform, distribute, create derivative works of and otherwise use your Content in connection with the operation and promotion of the Platform, though subject to our Privacy Policy.

    2.2 Workspace and Work Product

    During the course of your Projects, we will provide you storage space on the Platform (“Workspace”) for the exchange of documents and other information related to your Projects between you and the applicable Provider, including any Client Materials and Work Product (as defined in Section 3). We reserve the right to delete your Workspace and all data therein thirty (30) days after the end of the associated Project.

    2.3 Disclosure of Your Content

    You acknowledge and agree that we may preserve and/or disclose your Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms; (c) respond to claims that any of your Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Growth Engineers, its affiliates, officers, employees, representatives and agents, as well as Platform users and the general public.

    2.4 Prohibited Content

    You are solely responsible for all of your Content, and agree not to upload any Content prohibited by applicable law or the restrictions in this Section. We reserve the right to investigate and take appropriate legal action against any Provider who violates this Section. Specifically, you represent and warrant that none of your Content: (a) infringes any intellectual property, proprietary, contractual or privacy rights of any party; (b) constitutes material, non-public information about any company and/or constitutes information the disclosure of which would be in violation of securities laws; (c) contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (d) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, “junk mail”, “spam”, “chain letters”, “pyramid schemes”, “contests”, “sweepstakes”, or any other form of solicitation; (e) is unlawful, harmful, threatening, abusive, harassing, tortious, violent, defamatory, vulgar, obscene, pornographic, libelous, or otherwise objectionable; or (f) in the sole judgment of Growth Engineers, is objectionable or which restricts or inhibits any other person from using or enjoying the Platform, or which may expose Growth Engineers or its users to any harm or liability of any kind. We have the right, but not the obligation, to monitor your use of the Platform, your Content and the Services you perform to determine your compliance with these Terms.


    Unless otherwise agreed to in a writing signed by both Client and Provider, the terms and conditions of the Service Contract are as set forth in this Section 3.

    3.1 Services

    Provider will perform Services in a professional and workmanlike manner and timely deliver any agreed-upon Work Product.

    3.2 Client Payments and Billing

    Client will pay Growth Engineers the fees for Services completed by Provider under (a) Service Contracts where Client is charged based on an hourly rate (“Hourly-Rate Service Contracts”) or (b) Service Contracts where Client is charged a fixed fee (“Fixed-Price Service Contracts”). For payments under Hourly-Rate Service Contracts, Client is billed on a periodic basis. For payments under Fixed-Price Service Contracts, Client is billed after Client has accepted work.

    3.3 Dispute Resolution

    It is Client’s responsibility to review Provider’s time charges on Hourly-Rate Service Contracts. Client must approve or dispute time charges and associated fees within one week of their submission by Provider. Once the time charges are accepted by Client, they can no longer be disputed. If Client objects to the claimed time spent by the Provider, the Client will inform Growth Engineers as soon as is reasonably practicable. We will promptly investigate the time charges to determine, in our sole discretion, whether an adjustment is appropriate. Our determination will be final.

    Disputes can only address the hours billed, not the quality of the work performed or deliverables. Client will not decline payment of fees on the basis that it is dissatisfied with the Services performed by the Provider. In cases of unsuitable or unsatisfactory work the provisions of clause 3.4 will apply.

    3.4 Termination of a Service Contract

    For Hourly-Rate Contracts, either party may terminate a Service Contract at any time for any reason. However, Client remains obligated to pay for any time Provider worked prior to termination.

    For Fixed-Price Contracts, Client may terminate a Service Contract at any time but may not recover any payments already made. Provider may terminate a Fixed-Price Service Contract at any time if Client has not yet made any payment for Provider’s Services. If Client has made a payment, Provider may terminate only with Client’s prior written consent or after the payment has been refunded.

    3.5 Client Materials

    Client hereby grants Provider a limited, non-exclusive, revocable (at any time, at Clients sole discretion) license to use instructions, materials, and information that Client provides to Provider in connection with a particular Service Contract, and any intellectual property rights contained therein (collectively, the “Client Materials”) solely for Provider’s performance of the Services. Client reserves all other rights and interest in and to the Client Materials. Upon completion or termination of the Service Contract, or upon written request by Client, Provider will immediately return all Client Materials to Client and further agrees to purge all copies of Client Materials and Work Product contained in or on Provider’s premises, systems or any other equipment otherwise under Provider’s control. Within ten (10) days of Clients request, Provider agrees to provide written certification to Client that all Client Materials have been returned or purged.

    3.6 Work Product

    Provider will make full and prompt disclosure to Client of all discoveries, inventions, designs, methods, products, processes, computer programs, techniques, graphics, images, audio or visual works, and other works of authorship (collectively, “Developments”), whether or not patentable or copyrightable, that are created, made, or conceived by Provider for Client during the term of the Service Contract that results from performing the Services (“Work Product”). Provider acknowledges that all work performed by Provider is on a “work for hire” basis, and Provider hereby assigns and transfers to Client all Providers’ right, title, and interest in the Work Product and all related intellectual property rights.

    The Provider, however, is unable to assign rights to pre-existing intellectual property conceived or developed prior to the date of the Service Contract. Only Developments created specifically for and paid for by the Client will be assignable to the Client. The Provider hereby agrees that, in consideration of the Client’s agreement to engage Provider and Provider’s compensation for the Services rendered to the Client, Provider will not reuse components of the Work Product in the Client’s field of interest. The Client will specify its field of interest in the project description narrative when posting the Project on the Platform. Developments, as defined above, will be owned by Provider until payment has been made by Client, at which time Provider will be deemed to have assigned all Developments to Client.

    3.7 Confidential Information

    • “Confidential Information” means any nonpublic or proprietary information or data that is disclosed by a Client or a Provider (the “Disclosing Party”), regardless of whether in tangible, electronic, verbal, graphic, or other form. To the extent a Client or Provider provides Confidential Information to the other party, the recipient will protect the Confidential Information with the same degree of care as it uses to protect its own confidential information, but in no event with less than due care, and will not: (i) disclose Confidential Information to anyone except to Client or Provider engaged in a Service Contract; and (ii) use the Confidential Information, except as necessary for the performance of Services for the relevant Service Contract (including, without limitation, the storage or transmission of Confidential Information on or through the Platform for use by Provider).
    • Additional Restrictions. Provider will not disclose to Client any information that constitutes material, non-public information about any third party, information that Provider has a duty or obligation to keep confidential (whether by agreement, law, rule, regulation, fiduciary duty, or other similar obligation or restriction), information the disclosure of which would be in violation of securities laws and/or information that is proprietary to a third party (including past or present employers or companies for which Provider has worked) and not owned solely by Provider.
    • If and when Confidential Information is no longer needed for the performance of Services for the relevant Service Contract, or at Client’s or Provider’s written request (which may be made at any time at Client’s or Provider’s sole discretion), Client or Provider (as the case may be) will promptly destroy or return all Confidential Information and any copies thereof contained in or on its premises, systems, or any other equipment otherwise under its control. Each of Client or Provider, as applicable, agrees to provide written certification to the party disclosing the Confidential Information of compliance with this section within ten (10) days after the receipt of Disclosing Party’s written request to certify.
    • Without limiting the confidentiality obligations set forth in this section, Client and Provider will not publish, or cause to be published, any Confidential Information or Work Product, except as may be necessary for performance of Services for a Service Contract or except as the Disclosing Party will permit.

    3.8 Worker Classification

    Client agrees that:

    • Client does not in any way supervise, direct, or control Provider’s Services;
    • Client does not, in any way, supervise, direct, or control Provider’s work hours and location of work; and
    • Client does not provide Provider with training or equipment for any Project. Notwithstanding the foregoing, Client assumes all liability for proper classification of Provider s as independent contractors or employees based on applicable legal guidelines. A Service Contract does not create a partnership or agency relationship between Client and Provider. Provider does not have authority to enter into written or oral — whether implied or express — contracts on behalf of Client. Client and Provider will be solely responsible for all tax returns and payments required to be filed with or made to any federal, state, or local tax authority, in any nation, with respect to Provider’s performance of the Services. Client may not require an exclusive relationship between Client and Provider. Provider, as an independent contractor, is free at all times to provide Services to persons or businesses other than Client, including any competitor of Client.

    3.9 Audit Rights

    Client and Provider each will: (a) create and maintain records to document satisfaction of its obligations under any Service Contract, including without limitation its payment obligations and compliance with tax laws, and (b) provide copies of such records to Growth Engineers upon request. Growth Engineers, or Growth Engineers’ advisors or agents, will have the right, but not the obligation, to routinely, but no more frequently than annually, audit Provider’s operations and records to confirm compliance. Nothing in this provision should be construed as providing Growth Engineers with the right or obligation to supervise or monitor the actual Services performed by Provider.

    3.10 Third-Party Beneficiary

    Growth Engineers is hereby named as a third-party beneficiary of each Service Contract. Clients and Providers understand and agree that Growth Engineers has the right to enforce all rights and obligations under the Service Contract on its own behalf.

    3.11 Side Agreements

    Client and Provider may enter into any supplemental or other written agreements (“Side Agreements”) that they deem appropriate (e.g., confidentiality agreement, work for hire agreement, assignment of rights, etc.). The terms and conditions in this Section 3, however, will govern and supersede any term or condition in a Side Agreement that purports to expand our obligations or restrict our rights under these Terms.

    3.12 Entire Agreement

    The terms and conditions set forth in this Section 3, together with any additional or different terms expressly agreed to by Client and Provider (in a Side Agreement or otherwise), will constitute the entire agreement and understanding of Client and Provider with respect to each Service Contract and will cancel and supersede any other prior or contemporaneous discussions, agreements, representations, warranties, and/or other communications between them.


    4.1 Our Fees

    The Platform is free to join, and there are no charges to submit Project bids. Instead, we collect a fee for each Project completed on the Platform. This fee is equal to 20% of Client’s payments. The fee is exclusive of Value Added Tax, which, where applicable, shall be added to the fee at the prevailing rate. All fees are non-cancelable and non-refundable.

    4.2 Disbursements to Providers

    Growth Engineers functions as the payment processor for fees Clients pay for your Services on the Platform. We will disburse funds to you within 10 business days after Client accepts work submitted by you, provided we received payment from Client prior to the expiration of the 10-day period.

    4.3 Disintermediation

    You are required to receive all payments relating to or in any way connected with a Project through the Platform. During the Exclusivity Period, you shall not encourage, solicit or accept complete or partial payment for Services outside of the Platform, or otherwise circumvent Growth Engineers’ role as payment processor or the Platform’s payment methods, and any violation of the foregoing restrictions is a material breach of these Terms. By way of illustration and not in limitation of the foregoing, within the Exclusivity Period you will not: (a) submit proposals to, deliver services to, invoice or receive payments or other consideration from any Clients except via the Platform; or (b) invoice or report on the Platform an invoice amount lower than that actually agreed between you and a Client through the Platform. You will notify us immediately if a Client contacts you or suggests making payments outside of the Platform within the Exclusivity Period. If you become aware of a breach or potential breach of this disintermediation policy, please report the issue to us by sending an email message to support@growthengineers.

    Should a Provider be found in violation of this disintermediation policy, Provider will owe Growth Engineers an amount with respect to each Service Contract equal to the greater of a) $10,000 or b) twice the applicable fees had the payments been processed through the Platform.

    Notwithstanding the provisions set forth above, Provider may contract with Client outside of the Platform during the Exclusivity Period, provided Client pays Growth Engineers an Introduction Fee (as defined in Client’s Terms of Service).

    4.4 Tax Reporting

    Growth Engineers will have no responsibility for determining the necessity of or for issuing any tax forms, or for determining, remitting, or withholding any taxes applicable to Provider fees and you will be solely responsible for determining whether you are required by applicable law to file any tax forms or remit to the appropriate authorities any taxes or similar charges applicable to the amounts Growth Engineers remits to you for Services, as well as filing any such tax forms and remitting any such taxes or charges to the appropriate authorities.


    As a Provider, you agree not to disclose or to attempt to use or personally benefit from (financially or otherwise) any Restricted Information (as defined below) that is disclosed to or known by you because of your activities on the Platform until such time as the Restricted Information has become publicly available through no action of your own, except to the extent required by law or as expressly permitted by Growth Engineers or a Client for the purpose of facilitating a particular Project. The following should be considered strictly confidential: (a) the identity of Clients; (b) information about Projects; (c) information about any actual or potential business, investment or trading decisions, or transactions of any Client; or (d) any other nonpublic or proprietary information of Growth Engineers or its Clients (collectively, “Restricted Information”). If you are compelled by order of a court or other governmental or legal body (or have notice that such an order is being sought) to divulge any Restricted Information to anyone, you will promptly notify us, unless prohibited from doing so by the express terms of a government subpoena or court order, and will cooperate fully with us in protecting such information to the extent possible under applicable law. Upon request by Growth Engineers or the applicable Client, you agree to return or destroy all Restricted Information in your possession. Notwithstanding the foregoing, if and only to the extent necessary, you may disclose the general topic and Client description to secure any required third-party consent to your activities on the Platform or in a Project prior to submitting a bid for that Project.







    You agree to indemnify and hold harmless Growth Engineers and its affiliates, officers, employees, representatives and agents (each, an “Indemnified Party”) from any and all claims, actions, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) arising from or relating to: (a) your use of the Platform; (b) any Services you provide; (c)your Content; and (d) your violation of these Terms.


    9.1 Term

    The Terms will remain in effect until terminated in accordance with Section 9.2 below.

    9.2 Termination

    You have the right to cancel your account at any time upon notice to Growth Engineers, and Growth Engineers has the unlimited right to terminate or limit your account and/or access to the Platform at any time and for any reason, including, without limitation, for violation of these Terms.

    9.3 Effects of Termination

    Termination will not relieve you of your obligation to complete Services for which you are engaged. For the avoidance of doubt, canceling your account does not relieve you of your obligations with respect to the Exclusivity Period.

    Termination of these Terms will not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Terms which existed at or before the date of termination.

    9.4 Survival

    Sections 1.9, 1.10, 2.1, 2.3, 4.3, 5, 6, 7, 8, 9.4, 10, and 11 of these Terms will survive any termination thereof.


    10.1 Informal Process First

    You agree that in the event of any dispute between you and Growth Engineers, you will first contact us and make a good faith sustained effort to resolve the dispute before resorting to arbitration.

    10.2 Binding Arbitration

    Any dispute or claim that remains unresolved after the informal dispute resolution described in Section 10.1 is subject to final resolution in the London Court of International Arbitration.

    11. GENERAL

    11.1 Entire Agreement

    These Terms set forth the entire agreement and understanding of the parties relating to its subject matter and cancel and supersede any prior or contemporaneous discussions, agreements, representations, warranties, and other communications between them.

    11.2 Assignability

    You may not assign these Terms or any of your rights or obligations hereunder without our prior written consent. We may freely assign these Terms. Any attempted assignment or transfer in violation of this Section will be null and void. Subject to the foregoing restrictions, these Terms will inure to the benefit of the successors and permitted assigns of the parties.

    11.3 Enforcement of the Terms

    We have the right, but not the obligation, to suspend or cancel your access to the Platform if we believe that you have violated or acted inconsistently with the letter or spirit of these Terms or violated our rights or those of another party. Without limiting Growth Engineers’ other remedies, we may suspend or terminate your account, use self-help in connection with our rights to reclaim any available funds, and refuse to provide any further access to the Platform to you if (a) you breach any terms and conditions of these Terms or other written policies and procedures posted on the Platform; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, Providers or for us. Once suspended or terminated, you may not continue to use the Platform under a different account or reregister under a new account. If you attempt to use the Platform under a different account, we reserve the right to reclaim available funds in that account and/or use an available payment method to pay for any amounts outstanding. In addition, violations of these Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. When your account is canceled, you may no longer have access to any parts of the Platform, including data, messages, files and other material you keep on it.

    11.4 Governing Law and Jurisdiction

    These Terms of Service will be governed by and construed in accordance with the laws England and Wales and you hereby submit to the exclusive jurisdiction of the courts of England and Wales.

    11.5 No Partnership or Agency

    Nothing in these Terms is intended to, or will be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party. Each party confirms it is acting on its own behalf and not for the benefit of any other person.

    11.6 Provision of Services

    Growth Engineers Limited is associated with an international network of professionals and consultancy firms. Consequently, our services may be undertaken in and supplied from a location outside of the UK or EU.

    11.7 Notices; Consent to Electronic Notice

    You consent to the use of electronic means to deliver any notices pursuant to these Terms. Notices will be given: (a) by Growth Engineers via email (in each case to the email address that you provide when registering your account); (b) a reasonably prominent posting on the Platform; or (c) by you via email to support@growthengineers.

    11.8 No Waiver

    Our failure to enforce at any time or for any period any one of more of these Terms will not be deemed to be a waiver of them or of the right at any time subsequently to enforce any of these Terms nor will our waiver of a breach of any provision hereof be taken or held to be a waiver of the provision itself.

    11.9 Severability

    If and to the extent any provision of these Terms is held illegal, invalid, or unenforceable in whole or in part under applicable law, such provision or such portion thereof will be ineffective as to the jurisdiction in which it is illegal, invalid, or unenforceable to the extent of its illegality, invalidity, or unenforceability, and will be deemed modified to the extent necessary to conform to applicable law so as to give the maximum effect to the intent of the parties.