EMAIL HIPPO LIMITED, A UK CORPORATION (“EMAIL HIPPO”), IS ONLY WILLING TO LICENSE TO YOU THE RIGHT TO USE EMAIL HIPPO SERVICES UPON THE CONDITION THAT YOU, EITHER AS AN INDIVIDUAL OR A DULY AUTHORIZED REPRESENTATIVE FOR AN ENTITY (“YOU”/”YOUR”), ACCEPT ALL OF THE TERMS & CONDITIONS CONTAINED IN THIS AGREEMENT (“AGREEMENT”).
YOU MUST BE OF LEGAL AGE TO ENTER INTO A BINDING AGREEMENT IN ORDER TO ACCEPT THE TERMS.
PLEASE READ THE TERMS & CONDITIONS OF THIS AGREEMENT AND ANY SUPPLEMENTAL TERMS & CONDITIONS PROVIDED CAREFULLY. IF YOU TICK A BOX OR CLICK A BUTTON CONFIRMING YOU HAVE VIEWED AND ACCEPT THESE TERMS & CONDITIONS, YOU AGREE TO USE EMAIL HIPPO SERVICES UNDER THE TERMS & CONDITIONS OF THIS AGREEMENT.
IF YOU DO NOT AGREE WITH ALL THE TERMS & CONDITIONS OF THIS AGREEMENT, YOU WILL BE UNABLE TO USE THE SERVICES.
YOU SHOULD MAINTAIN A COPY OF THIS AGREEMENT FOR YOUR RECORDS.
1.1 Specific terms and conditions used in this Agreement will have the following definitions:
“Account” means an account enabling a person to access and use the Hosted Services.
“Business Day” means any day (other than Saturday, Sunday or a public or bank holiday) on which banks in London are open for the transaction of normal banking business.
“Confidential Information” means any information whether in written, electronic or verbal form or in any other form whatsoever and whether disclosed directly or indirectly including, but not limited to, any information relating to products, services, suppliers, prospects, Personal Data, customers, former customers, policyholders, operations, processes, financial data and performance, forecasts, plans or intentions, know-how, trade secrets, market opportunities and business affairs, and the existence and terms of this Agreement.
“Email Hippo Services”: All data services made available by Email Hippo to You, including, without limitation: (a) email verification services offered via an API or batch transmissions, including any related applications (Hosted Services as defined below) that allow connectivity to the Hosted Services; (b) written documentation or other forms; and (c) all updates, replacements, revisions, enhancements, additions, copies, derivative works, inventions, discoveries, patentable or copyrightable matter, concepts, expertise, techniques, patents, copyrights, trade secrets and other related legal rights of the foregoing services and components thereof.
“Hosted Services” means the computers and software and Platform provided by Email Hippo to You, and as further specified in sub-Section 3.2 below; such Hosted Services, which are provided via the internet and in accordance with these Terms and Conditions.
“Personal Data” has the meaning set out in the Data Protection Legislation and for the purposes of this Agreement also includes sensitive personal data as defined by the DPA (prior to 25 May 2018) and, with effect from 25 May 2018 special categories of personal data as set out in Article 9 of the GDPR.
“Platform” means the Platform managed by Email Hippo and used by Email Hippo to provide the Hosted Services including the computer system on which the software is installed.
“Process” any operation or set of operations performed on Personal Data or sets of Personal Data, whether or not by automated means, including accessing, viewing, retaining, processing, collecting, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, transfer, disclosure, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction, and Processing and Processed shall be interpreted accordingly.
“Query Response” means the email verification outcome provided to the Customer once the API Services have been provided in respect of any email address.
“Support Services” means the support provided by Email Hippo for the use and identification and resolution of errors relating to the Hosted Services and as further specified in Section 3.3 and subsections contained therein.
“Term” means a period of one month calculated from the Effective Date of this Agreement, and any successive periods of one month during which the terms of this Agreement shall continue to have effect.
“Your Data” means all data, works and materials: uploaded to or stored on the Platform by You for the purposes of receiving the Email Hippo Services.
1.2 In this Agreement:
1.2.1. the headings used are for reference only and shall not affect the interpretation of this Agreement;
1.2.2. any reference to a statutory provision shall include references to that provision as from time to time amended, modified or re-enacted and all subordinate legislation made under it from time to time;
1.2.3. any reference to a person includes any person, partnership, firm, company, corporation, organisation, association, or other entity (in each case whether or not having a separate legal personality);
1.2.4. any reference to a clause or section shall be construed as a reference to a clause or section of this Agreement unless expressly stated otherwise; and
1.2.5. use of the singular includes the plural and vice versa. Use of any gender includes all other genders.
1.2.6. either Email Hippo or You may be referred to as a “Party” and collectively as the “Parties”.
2.1. Subject to the terms and conditions of this Agreement, and provided that all fees have been paid by You for Email Hippo Services, Email Hippo hereby grants You a non-exclusive, non-transferable, worldwide right to access Email Hippo Services, solely for Your internal business purposes. Email Hippo hereby grants to You a worldwide, non-exclusive license to use the Hosted Services for Your internal business purposes in accordance with the written documentation during the Term. The license granted by Email Hippo to You for the Hosted Services may only be used by Your officers, employees, agents and subcontractors. The login and password for the Hosted Services may only be used by You and may not be shared or used by more than one individual.
2.2. Except to the extent expressly permitted in these Terms and Conditions or required by law on a non-excludable basis, the license granted by Email Hippo to You under Section 2 is subject to the following prohibitions:
For the avoidance of doubt, You may not:
(a) Modify, change or create any derivative works of Email Hippo Services, including translation or localization;
(b) Copy, decompile, disassemble, decrypt, reverse engineer, or otherwise attempt to derive the source code for Email Hippo Services;
(c) Redistribute, encumber, sell, rent, lease, sublicense, display, publish, disclose or otherwise transfer rights to Email Hippo Services, in whole or in part, to any other person or entity;
(d) Remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in Email Hippo Services;
(e) Permit any unauthorized person to access or use the Email Hippo Services or use the Hosted Services to provide services to third parties;
(f) Interfere with or disrupt the integrity or performance of the Email Hippo Service or Hosted Services or the data contained therein; or
(g) Attempt to gain unauthorized access to the service or its related systems or networks or make any alteration to the Platform, except as permitted by the documentation.
2.3. All rights not expressly granted in accordance with this Agreement are reserved to Email Hippo.
3.1. Set Up Services: Email Hippo may provide Set Up Services to You. You acknowledge that a delay in You performing Your obligations in the Agreement may result in a delay in the performance of the Set Up Services, and Email Hippo will not be liable to You for any such delay. Subject to any written agreement of the parties to the contrary, any Intellectual Property Rights that may arise out of the performance of the Set Up Services by Email Hippo shall be the exclusive property of Email Hippo.
3.2. Hosted Services
3.2.1. The Platform will automatically generate an Account for You on the Effective Date and will provide You login details for that Account on or promptly following the Effective Date.
3.2.2. For the avoidance of doubt, You have no right to access the software code (including object code, intermediate code and source code) of the Platform, either during or after the Term.
3.2.3. Service Level Offering and Uptime Percentage. Email Hippo will use commercially reasonable efforts to make all Email Hippo Services available with a Monthly Uptime Percentage (defined below) of at least 99.99% during any monthly billing cycle (the “Service Commitment”). Email Hippo shall be responsible for measuring uptime, and shall do so using any reasonable method. In the event that an Email Hippo Service does not meet the Service Commitment, You will be eligible to receive a Service Credit as follows:
(i) Each calendar month during which the Hosted Services uptime is less than the commitment specified in Section 3.2.3, You shall earn service credits in accordance with the provisions of the Sections 3.2.3. (a) and (b).
(ii) The Service Credits earned by You shall be as follows: 10% of monthly fee for each percentage point below the stated service uptime of 99.99%.
(iii) Service Credits shall be Your sole remedy in relation to any failure by Email Hippo to meet the uptime guarantee in Section 3.2.7, except where the failure amounts to a material breach of the Agreement.
Downtime caused directly or indirectly by any of the following shall not be considered when calculating whether Email Hippo has met the uptime guarantee given in Section 3.2.3:
(i) a Force Majeure Event;
(ii) a fault or failure of the internet or any public telecommunications network;
(iii) a fault or failure of Your computer systems or networks;
(iv) any breach by You of the Agreement.
3.3. Support Services
Email Hippo shall provide the Support Services to You during the Term in accordance with Schedule 1 and shall provide the Support Services with reasonable skill and care in accordance with the standards of skill and care reasonably expected from a leading service in Email Hippo's industry. Email Hippo may suspend the provision of the Support Services if any amount due to be paid by You to Email Hippo under the Agreement is overdue, and Email Hippo has given You at least three (3) days’ written notice, following the amount becoming overdue, of its intention to suspend the Support Services on this basis.
(a) Email Hippo shall provide You with a Helpdesk
(b) Email Hippo shall ensure that the Helpdesk is accessible by telephone, email and
using Email Hippo's web-based ticketing system.
(c) Email Hippo shall ensure that the Helpdesk is operational and adequately staffed
during United Kingdom Business Hours (09.00 to 17.00 Monday to Thursday and 09:00 to 16:45 Friday), during the Term.
(d) You shall make requests for Support Services, from time to time, through the Helpdesk after reviewing Email Hippo Helpdesk Articles
3.3.2. Response and resolution
(a) Issues raised through the Support Services shall be categorized as follows:
(i) critical: the Hosted Services are inoperable or a core function of the Hosted
Services is unavailable;
(ii) serious: a core function of the Hosted Services is significantly impaired;
(iii) moderate: a core function of the Hosted Services is impaired, where the
impairment does not constitute a serious issue; or a non-core function of the
Hosted Services is significantly impaired; and
(iv) minor: any impairment of the Hosted Services not falling into the above
categories; and any cosmetic issue affecting the Hosted Services.
(b) Email Hippo shall determine, acting reasonably, into which severity category an issue
(c) Email Hippo shall use reasonable endeavours to respond to requests for Support
Services promptly, and in any case in accordance with the following time periods:
(i) critical: 1 Business Hour;
(ii) serious: 4 Business Hours;
(iii) moderate: 1 Business Day; and
(iv) minor: 5 Business Days.
(d) Email Hippo shall ensure that its response to a request for Support Services shall
include the following information (to the extent such information is relevant to the
request): an acknowledgement of receipt of the request, where practicable an initial
diagnosis in relation to any reported error, and an anticipated timetable for action in
relation to the request.
(e) Email Hippo shall use reasonable endeavours to resolve issues raised through the
Support Services promptly, and in any case in accordance with the following time
(i) critical: 2 Business Hours;
(ii) serious: 8 Business Hours;
(iii) moderate: 4 Business Days; and
(iv) minor: 10 Business Days.
4.1. Pricing: By using Email Hippo Services You agree to pay the charges based on the pricing shown at www.emailhippo.com unless a separate pricing agreement has been agreed with Email Hippo.
4.1.1. If the Charges are based in whole or part upon the time spent by Email Hippo performing
the Services, Email Hippo must obtain Your written consent before performing Services that result in any estimate of time-based Charges given to You being exceeded or any budget for time-based Charges agreed by the parties being exceeded; and unless You agree otherwise in writing, You shall not be liable to pay to Email Hippo the additional Charges in respect of Services performed in breach of this Section 4.1.
4.1.2. Email Hippo shall have the right to change the Charges by giving You not less than thirty (30) days’ written notice of any such change in the Charges.
4.1.3. Email Hippo shall have the right to increase Charges by United Kingdom CPI or RPI once a year without notice.
4.2. Payment: Email Hippo shall issue invoices for the Charges to You from time to time during the Term.
4.2.1. You must pay the Charges to Email Hippo within the period of fourteen (14) days following the issue of an invoice in accordance with this Section 4 unless a separate pricing agreement has been agreed with Email Hippo.
4.2.2. You must pay the Charges by credit card, or bank transfer (using such payment details as are notified by Email Hippo to You from time to time).
4.2.3. Any undisputed amounts not paid within thirty (30) days of the date of invoice shall accrue interest at a rate of one percent (1%) per month or the maximum lawful rate, whichever is less.
4.2.4. Email Hippo may suspend the provision of the Email Hippo Services if any amount due to be paid by You to Email Hippo under the Agreement is overdue, and Email Hippo has given You at least three (3) days’ written notice, following the amount becoming overdue, of its intention to suspend the Services on this basis.
5.1. As part of the sign-up process You will create an account, login and password. The login and password may only be used by You and may not be shared or used by more than one individual. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under Your account.
5.2. You shall use reasonable endeavors, including reasonable security measures relating to Account access details, to ensure that no unauthorized person may gain access to Email Hippo Services using an Account.
5.3. You agree to: (a) immediately notify Email Hippo of any unauthorized access to or use of Your password or account or any other breach of security; and (b) ensure that You exit (log off) from Your account at the end of each session.
5.4. For the avoidance of doubt, Email Hippo cannot and will not be liable for any loss, damage or other liability arising from Your failure to comply with this Section (5) or from any unauthorized access to or use of Your account.
5.5. You agree to comply with all applicable laws and regulations in connection with Your use of Email Hippo Services. You may not use Email Hippo Services to post or transmit any illegal material, including without limitation any transmissions that would constitute a criminal offence, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation.
5.6. In particular, the following is a non-exhaustive list of acts that are prohibited:
Acts that may materially or adversely affect the quality of other users’ experience;
Acts that in any way cause, or may cause, damage to the Services or Platform or impair the availability or accessibility of Email Hippo Services;
Using Email Hippo Services in any way that is unlawful, illegal, fraudulent or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
Using any method, software or program designed to collect identity information, authentication credentials, or other information;
Falsifying user identification information or impersonating any person or entity or falsely stating or misrepresenting Your affiliation with a person or entity;
Abusing the free trial, for example by creating multiple accounts;
Performing domain scanning/directory harvesting or Email appending.
5.7. As Network Administrators Email Hippo reserve the right to monitor any or all network traffic at any time and for whatever reason at our sole discretion without notice or notification as we may deem appropriate.
6.1. Term: The Agreement shall come into force upon the Effective Date. The Agreement shall continue in force indefinitely, subject to termination in accordance with Section 6.2. Unless the parties expressly agree otherwise in writing.
6.2.1. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party commits any breach of the Agreement, and:
(i) the breach is not remediable; or
(ii) the breach is remediable, but the other party fails to remedy the breach
within the period of thirty (30) days following the giving of a written notice to the other party requiring the breach to be remedied except that if the breach is non-payment of fees, then fourteen (14) days following the giving of a written notice; or
(b) the other party persistently breaches the Agreement (irrespective of whether such
breaches collectively constitute a material breach).
6.2.2. Either party may terminate the Agreement immediately by giving written notice of termination to the other party if:
(a) the other party:
(i) is dissolved;
(ii) ceases to conduct all (or substantially all) of its business;
(iii) is or becomes unable to pay its debts as they fall due;
(iv) is or becomes insolvent or is declared insolvent; or
(v) convenes a meeting or makes or proposes to make any arrangement or composition with its creditors;
(b) an administrator, administrative receiver, liquidator, receiver, trustee, manager or similar is appointed over any of the assets of the other party;
(c) an order is made for the winding up of the other party, or the other party passes a resolution for its winding up (other than for the purpose of a solvent company reorganization where the resulting entity will assume all the obligations of the other party under the Agreement);
(d) if that other party is an individual:
(i) that other party dies;
(ii) as a result of illness or incapacity, that other party becomes incapable of
managing his or her own affairs; or
(iii) that other party is the subject of a bankruptcy petition or order.
6.2.3. Email Hippo reserves the right to terminate Your access to Services immediately, and terminate the Agreement immediately by giving written notice of the termination to You, if You breach the terms detailed in section 2 License and section 5 Account, Security and Acceptable Use without recompense. In this event any of Your data held by Email Hippo Services will immediately be deleted.
7.1 The Parties acknowledge and agree that You are the Data Controller and that Email Hippo is the Data Processor in respect of the Personal Data transferred and / or Processed from time to time in accordance with the terms of this Agreement. The Parties agree that they will comply with their respective obligations in order to comply with the Data Protection Legislation as set out in Email Hippo’s Data Processing Terms available at emailhippo.com unless a separate Data Processing Agreement has been agreed with Email Hippo.
7.2 You hereby grant to Email Hippo a non-exclusive license to access, temporarily store, and Process Your Data for the sole purpose of performing Email Hippo Services and the exercise of Email Hippo’s rights under the Agreement, together with the right to sub-license these rights to its Cloud Providers for hosting, connectivity and telecommunications services as reasonably required for the performance of Email Hippo’s obligations and the exercise of Email Hippo’s rights under the Agreement.
7.3 You agree to limit the personal data you provide to Email Hippo as follows: (a) to CORE and MORE only email addresses; (b) to ASSESS only email addresses, first and last names and ip addresses.
Furthermore if you provide Email Hippo with personal data other than that detailed in this section 7.3 you shall indemnify Email Hippo against any claim, loss, damage, administrative fine or expense (including without limitation legal expenses) suffered or incurred by Email Hippo related to its processing of this personal data.
8.1. Ownership by You: You warrant to Email Hippo that you have the legal right to disclose Your Data to Email Hippo and that the use of Your Data by Email Hippo in accordance with the Agreement will not (a) breach the provisions of any law, statute or regulation; (b) infringe the Intellectual Property Rights or other legal rights of any person; or
(c) give rise to any cause of action against Email Hippo, in any jurisdiction and under any applicable law. In the event You provide access to Your Data and/or Your Confidential Information stored with a third party source, You warrant and represent that You have all legal rights and authority to grant Email Hippo access to such information in order to download and access it for the purpose of Email Hippo performing the Email Hippo Services.
8.2. Ownership by Email Hippo: You acknowledge that Email Hippo owns and retains all right, title and interest, including but not limited to, all copyright, patent, trade secret rights, moral rights and other intellectual property rights, in and to Email Hippo Services (and any portions thereof), including all related intellectual property rights, in and to Email Hippo Services and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to Email Hippo Service. Email Hippo name, logo, and the product names associated with Email Hippo Services are trademarks of Email Hippo or third parties, and no right or license is granted to use them. You agree not to contest or challenge, or take any action inconsistent with or that may damage or impair Email Hippo’s ownership or rights, and further You shall not contest or challenge, or take any action inconsistent with or that may damage or impair the ownership or intellectual property rights of Email Hippo’s licensors. In addition, You acknowledge Email Hippo does not retain Your Data as provided to it but may retain certain transactional information for data aggregation services to permit data analyses. For the avoidance of doubt, any use of Your Data by Email Hippo and the retention of transactional information is governed by Email Hippo’s Data Processing Terms which are available at emailhippo.com unless a separate Data Processing Agreement has been agreed with Email Hippo.
9.1. Email Hippo Confidentiality: You acknowledge Email Hippo Services are and contain valuable trade secrets of Email Hippo. You agree to maintain the confidentiality of Email Hippo Services and Confidential Information using at least the same degree of care You use with Your own confidential information which shall not be less than a reasonable standard of care under the circumstances. You agree not to disclose Email Hippo’s Confidential Information to any third party without Email Hippo’s prior written consent (unless required to do so by law).
9.2. Your Confidentiality and Privacy: Email Hippo’s Data Processing Terms which are available at emailhippo.com are incorporated into this Agreement unless a separate Data Processing Agreement has been agreed with Email Hippo.
Email Hippo makes every effort to ensure that information contained in Query Responses is valid. However, Email Hippo shall not be held liable for any inaccuracies contained within its query responses, or inaccuracies caused by incomplete or inaccurate Data provided by third party sources. Email Hippo makes no warranty or condition of any kind whatsoever, expressed or implied regarding Email Hippo services. All implied warranties and terms and conditions, including those of merchantability, are hereby disclaimed. Email Hippo does not warrant that the operation of Email Hippo Services will be uninterrupted or error-free, or that all defects in Email Hippo Services will be corrected. No oral or written information or advice given by Email Hippo or our authorized representatives shall create a warranty or in any way increase the scope of our obligations hereunder.
To the maximum extent permitted by applicable law, in no event will Email Hippo be liable for any indirect, special, incidental or consequential damages arising out of the use of or inability to use Email Hippo services or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory (contract, tort or otherwise) upon which the claim is based. In any case, Email Hippo’s entire liability to You under any provision of this agreement shall not exceed the last twelve months of fees applying to Email Hippo services.
12.1. By Email Hippo: Email Hippo agrees that it will defend or settle any claim, suit or proceeding that may arise against You by a third party for alleged infringement of any patents, trademarks or copyrights, or misappropriation of trade secrets or confidential information relating to any Services furnished hereunder, and Email Hippo will indemnify and hold You harmless against any loss, claims, actions or liabilities, including damages, costs, and expenses (including reasonable attorneys’ fees), which may be incurred by the assertion of any such intellectual property rights by a third party, provided that Email Hippo is given prompt written notice of any such claim, suit, or proceeding, including negotiations, appeals, and settlements, and provided further that Email Hippo is given sole control over the defense or settlement of any such claim. You agree to provide reasonable information and assistance to Email Hippo.
12.2. By You: You shall indemnify and hold harmless Email Hippo from and against all losses, claims, damages or other causes of any nature or kind whatsoever (including reasonable attorney’s fees) arising directly or indirectly out of third party claims concerning: (a) breach of any of Your obligations, covenants, representations or warranties contained herein; (b) disclosure of Email Hippo’s confidential information; (c) Your use of Email Hippo Services; and (d) the negligence or intentional misconduct of You or Your officers, employees, agents or contractors.
You may not assign this Agreement or Your rights and obligations under this Agreement without the prior reasonable written consent of Email Hippo and any such purported assignment shall be null and void. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of Email Hippo.
Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
The provisions of this Agreement which by their nature survive the expiration or earlier termination hereof, including (but not limited to) Section 4 (Fees and Payments) Section 6 (Term and Termination), Section 7 (Your Data), Section 8 (Ownership), Section 9 (Confidentiality), Section 10 (Disclaimer of Warranty), Section 11 (Limitation of Liability), Section 12 (Indemnification), and Section 17 (Miscellaneous), shall expire on termination of this Agreement.
The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in accordance with the substantive laws of England, without regard to conflicts of laws principles and excluding the Convention on Contracts for the International Sale of Goods. Any action arising from or relating to this Agreement or the conduct of the parties pursuant hereto shall be commenced and heard solely within a court of competent jurisdiction found within the boundaries of England and Email Hippo and You each consent to personal jurisdiction and venue in any such court.
Email Hippo may modify the Terms upon notice to You at any time through a service announcement or by sending email to Your primary email address. If we make significant changes to the Terms that affect Your rights, You will be provided with at least thirty (30) days advance notice of the changes by email to Your primary email address. You may terminate Your use of the Services by providing Email Hippo notice by email within thirty (30) days of being notified of the availability of the modified Terms if the Terms are modified in a manner that substantially affects Your rights in connection with use of the Services. In the event of such termination, You will be entitled to prorated refund of the unused portion of any prepaid fees. Your continued use of the Service after the effective date of any change to the Terms will be deemed to be Your agreement to the modified Terms.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of Email Hippo Services or the Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
19.1. You may not assign this Agreement or Your rights and obligations under this Agreement without the prior reasonable written consent of Email Hippo and any such purported assignment shall be null and void. This Agreement shall be binding upon and inure to the benefit of the successors and assignees of Email Hippo.
19.2. Neither party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
19.3. Should litigation arise between the Parties regarding this Agreement, the party in whose favor final judgment is entered shall be entitled to recover from the other party reasonable attorney’s fees and all reasonable costs incurred.
19.4. Should any term or provision of this Agreement be finally determined by a court of competent jurisdiction to be void, invalid, unenforceable or contrary to law or equity, the offending term shall be modified and limited (or if strictly necessary, deleted) only to the extent required to conform to the requirements of law and the remainder of this Agreement (or, as the case may be, the application of such provisions to other circumstances) shall not be affected thereby but rather shall be enforced to the greatest extent permitted by law.
19.5. This Agreement supersedes all prior agreements and understandings, written or oral, express or implied.