TERMS & CONDITIONS Website disclaimer The purpose of the Energy Efficient Lighting website is to provide general information on the products and services we offer. While EEL makes every effort to ensure all information is current and correct, we cannot guaranty this to be so at all times. When information is given by EEL through the website, and some elements of this information are critical and crucial to applications, users should always consult alternative sources. This is especially important when using downloadable, spec sheets, sell sheets, IES files and the like. Content from our website should not be copied and or used in any way without written consent from EEL. We reserve the right to make any modifications to the website, without notice, and we will not be liable tfor any modification, suspension or discontinuance of our website or for any service, content, feature or product offered through our website. We reserve the right to change any product specification or options any time without notice. 1. SCOPE AND APPLICATION 1.1 THESE TERMS OF SALE ("TERMS") CONSITUTE A BINDING LEGAL CONTRACT BETWEEN (A) US, ENERGY EFFICIENT LIGHTING LTD, WITH OFFICES AT 331 AMBER STREET, , MARKHAM, ONTARIO, L3R 3J7, THE SELLER (WITH REFERENCES TO "US", "WE", OR "OUR" BEING CONSTRUED ACCORDINGLY), AND (B) YOU, THE PURCHASER (WITH REFERENCES TO "YOU" OR "YOUR" BEING CONSTRUED ACCORDINGLY). THESE TERMS APPLY TO ALL OFFERS, SALES AND PURCHASES OF THIRD PARTY PRODUCTS (INCLUDING, WITHOUT LIMITATION, HARDWARE, SOFTWARE, LICENSE RIGHTS, AND SERVICE USE RIGHTS RESOLD BY US) ("PRODUCTS") OR ACCESS RIGHTS TO SERVICES WE DIRECTLY PROVIDE (INCLUDING, WITHOUT LIMITATION, EXTENDED DOWNLOAD SERVICE OR REGISTRATION BACKUP SERVICE) ("EEL SERVICES"), WHICH OCCUR EITHER (A) THROUGH THE ONLINE STORE ON WHICH WE POST THESE TERMS, OR (B) THROUGH ANY OTHER MEANS THROUGH WHICH WE ENGAGE IN THE SALE OF PRODUCTS AND EEL SERVICES, SUCH AS BUT NOT LIMITED TO ORDERS BY PHONE (THE WEBSITE AND SUCH OTHER MEANS, A "EEL WEBSITE"). BY ORDERING ANY PRODUCT OR EEL SERVICE THROUGH AN EE LIGHTING OR BY VISITING ONLINE STORE ( IF MADE AVILABLE YOU SIGNIFY YOUR ACCEPTANCE OF THIS AGREEMENT. 1.2 We value our relationship with you and consider our approach to privacy of the information you provide in your use of the EEL .Our Privacy Statement governs the collection and use of information through the EEL Website. By submitting your personally identifiable information to us in relation to your order, you consent to such information being processed to fulfill your order and in accordance with our Privacy Policy. The Privacy Policy is incorporated by reference into and is made a part of this Agreement. 1.3 ALL ORDERS ARE SUBJECT TO YOUR CONSENT TO ANY APPLICABLE LICENSE AGREEMENT OR USAGE TERMS IS DELIVERED WITH, INCLUDED IN, OR PRESENTED IN CONNECTION WITH YOUR PRODUCT OR EEL SERVICE. If you do not agree to the license or usage terms once you see them, do not accept them and contact customer service.1.4 Where reference maybe made to online ordering from EEL, this service is currently not offered , conditions should apply to our regular purchase procedures . 1.5 ALL ACCEPTED ORDERS ARE FINAL, NON-CANCELABLE AND NON-REFUNDABLE, EXCEPT AS SPECIFIED IN THE RETURNS POLICY APPLICABLE TO YOUR PURCHASE. 2. VOIDED Due to no on-line purchase made available at this point in time. 2.2 All Product specifications, illustrations, drawings, particulars, dimensions, performance data and other information on the EEL Website or related pages, or otherwise made available by us or a Product manufacturer or publisher, are intended to represent no more than a general illustration of the Products and do not constitute a warranty or representation by us that the Products will conform with the same. You must refer to the manufacturer's specifications or warranty documentation to determine your rights and remedies in this regard. 2.3 While we make every effort to ensure that items appearing on the EEL Website are available, we cannot guarantee that all items are in stock or immediately available when you submit your order. We may reject your order (without liability) if we are unable to process or fulfill it. If this is the case, we will refund any prior payment that you have made for that item. 2.4 VOIDED Due to no on-line purchase made available at this point in time. 2.5 VOIDED Due to no on-line purchase made available at this point in time. 2.6 VOIDED Due to no on-line purchase made available at this point in time. 2.7 VOIDED Due to no on-line purchase made available at this point in time. 2.8 If we have cause to believe that you are unable to pay your debts as they fall due, you fail to pay any amount by the due date or breach any of these Terms, we believe you have engaged in fraud or criminal activity in connection with your dealing with EEL , or we are unable to process payment to the payment method you provided with your offer, then, without prejudice to any of our other rights, we may do any or all of the following: (a) stop any Products in transit to you; (b) suspend further deliveries of Product if on an ongoing basis; (c) stop or suspend provision of EEL Services; (d) cancel or revoke issues Service Use Rights for Third Party Services; (e) cancel any automatic renewal plan in which you have elected to participate; and/or (f) cancel any and all other contracts between us and you. 3. PRICING AND PAYMENT TERMS 3.1 Prices do not include shipping and handling, expedited service, or sales taxes, if applicable, which will be added to your total price. You are responsible for any shipping and handling charges and state and local sales or use taxes that may apply to your order. If the price of a Product is obviously incorrect, regardless of whether it is an error in a price posted on the EEL website or otherwise communicated to you, then we reserve the right, at our sole discretion, to cancel your order and refund to you the amount that you paid, regardless of how the error occurred. 3.2 Prices payable for Products or EEL Services are those in effect at the time of Acceptance, unless otherwise expressly agreed. Prices may be indicated on the EEL Website or an order acknowledgment but the authoritative price in the event of any discrepancy, is the price that is notified to you on our Acceptance through the charge placed through your selected payment method. Payment shall be made by the payment method selected during your order completion process through the EEL Website. We will charge credit or debit cards on dispatch of the Product or commencement of EEL Services. We reserve the right to verify and/or authorize credit or debit card payments prior to Acceptance. 3.3 Except as expressly provided elsewhere in these Terms or the EEL Website, payment may be taken in full notwithstanding any claim for short delivery or defects. 3.4 Where the payment is invoiced, each invoice shall be due and payable in full by the due date specified on the invoice, and if no date is specified on the invoice, within thirty (30) days of the date of invoice. If you fail to pay invoiced amount when due, we may (a) by notice declare all invoiced amounts unpaid at that date to be immediately due and payable, and (b) take all actions determined necessary and appropriate by us to collect such unpaid amount. 3.5 No counterclaim or set-off may be deducted from any payment due without our written consent. We may also take action against you for the price of Products at any time after payment has become due even though title or rights to those Products may not yet have passed to you. 3.6 If you elect to use the services of a third party payment or billing provider in connection with your purchase from us, your use of such services will be subject to the third party provider’s own terms and conditions. You may be required to create an account with such third party provider and/or provide that third party provider with your bank account or credit/debit card details. We are not responsible for, and you agree to hold us harmless from and against any liability resulting from, the acts or omissions of any third party payment or billing provider. 3.7 Any extension of credit allowed to you may be changed or withdraw n at any time. Interest shall be chargeable on overdue amounts accruing on a daily basis at the maximum amount permitted under applicable law from the due date for payment until our receipt of the full amount (whether before or after judgment). You shall indemnify us on demand against any out of pocket expenses incurred in relation to recovery of any overdue amounts. 4. DELIVERY 4.1 We will use all commercially reasonable efforts to deliver Products in a timely manner. Delivery timescales/dates specified on the EEL Website, in any order acknowledgement or elsewhere are estimates only. 4.2 The places that we deliver to are listed on the Site ("Territory"). Delivery shall be to a valid address within the Territory submitted by you and subject to Acceptance ("Delivery Address"). You must check the Delivery Address on any order acknowledgement or Acceptance we provide, and notify us of errors or omissions as soon as possible. We reserve the right to charge you for any extra costs arising from changes you make to the Delivery Address after you submit an order. 4.3 Where we deliver Products by installments, each installment constitutes a separate contract and any defect in any one or more installments shall not entitle you to repudiate the contract as a whole nor to cancel any subsequent installment. 4.4 Save as otherwise provided in these Terms, risk of loss of or damage to the Products passes to you (a) for Products delivered digitally, upon the provision to you of a download link for Software, or of a license key or Service Use Rights, via email or other electronic delivery method; and (b) for Products delivered physically, on delivery or when placed in your possession or that of any carrier or transport provided by you, whichever shall occur first. 5. REJECTION, DAMAGE OR LOSS IN TRANSIT; PRODUCT WARRANTY Except as set out above or under any applicable returns policy presented on the EEL Website and applicable to your purchase of a Product or EEL Service (“Returns Policy”,) and subject to any rights you have under applicable law that cannot be excluded or limited by these Terms:
5.1 We shall not be liable and you shall not be entitled to reject Products or EEL Services, except for: (a) Damage to or loss of Products or any part thereof in transit (where the Products are carried by our own transport or by a carrier on our behalf) for which you notify us in writing of such damage or loss within 5 working days of your receipt of the Products (if damaged) or 5 working days of the anticipated delivery date of the Products (if lost); (b) Defects in Products (not being defects caused by any act, neglect or default on your part) for which you notify us of such defect within 7 days of your receipt of the Products. (c) Defective performance of EEL Services (not being defects caused by any act, neglect or default on your part) for which you notify us of such defective performance within 5 days of such defect becoming apparent. 5.2 We shall not be liable for any damage or losses arising from defective installation of the Products; from the use of the Products in connection with other defective, unsuitable or defectively installed equipment; your negligence; improper use; or use in any manner inconsistent with the manufacturer's specifications or instructions. 5.3 If you refuse or fail to take delivery of Products, any risk of loss or damage to the Products shall nonetheless pass to you, and without prejudice to any other rights or remedies we have: 5.3.1 We shall remain entitled to payment in full for the Products or EEL Services delivered;
5.3.2 We may effect delivery by whatever means we consider appropriate or store Products at your risk, and you shall be liable for, and shall pay on our demand, all costs of Product storage and any additional costs incurred as a result of such refusal or failure to take delivery; and 5.3.3 We shall be entitled 30 days after the agreed date for delivery to dispose of Products in such manner as we determine and may set off any proceeds of sale against any sums due from you. 5.4 Except to the extent required as a result of any mandatory rights you have as a consumer under applicable law, you shall not be entitled to reject the Products in whole or in part by reason of short delivery and shall pay in full notwithstanding short delivery or non-delivery unless you notify us in writing of any claim within 7 days of the latest of the date of receipt of the relevant invoice or delivery whereupon you shall pay for the quantity actually delivered. 5.5 Where there is a shortage or failure to deliver, or any defect in or damage to a Product or Service, we may at our option: (a) (in the case of Product shortage or non-delivery) make good any such shortage or non-delivery and/or
(b) in the case of failure to perform or defective performance of a Service, make good such failure or defective performance; and/or (c) in the case of damage or any defect(s) in the Product and in accordance with any applicable Returns Policy: (i) Replace or repair the Product upon you returning the Product; or; (ii) Refund the price paid in respect of any Products found to be damaged or defective. However, your rights of repair or replacement of any Products or any part or parts thereof which are found to be defective will (except where agreed otherwise) be negated or rendered void where Products have been repaired or altered by persons other than the manufacturer, us or any authorized dealer; defective Product or Products have not been returned together with full details in writing of the alleged defects within 7 days from the date on which such Products were delivered; and/or defects are due (wholly or partially) to mistreatment, improper use or storage or maintenance or installation, or failure to observe any manufacturers' instructions or other directions issued or made available by us in connection with the delivered Products. 5.6 You will have the benefit of any manufacturer's, licensor's or supplier's warranty provided by the manufacturer, licensor or supplier to you in connection with your purchased Products and should refer to the relevant documentation supplied with the Product in this regard. (If applicable, the Returns Policy may also set out procedures applicable to repairs or replacement of defective Products delivered.) 6. WAIVER AND LIMITATION OF LIABILITY; RISK ALLOCATION 6.1 YOU UNDERSTAND AND AGREE THAT WE ARE NOT THE MANUFACTUER OF ALL THE PRODUCTS WE OFFER FOR SALE THROUGH THE PROPERTY, AND ARE NOT THE OPERATOR OF THIRD PARTY SERVICES FOR WHICH WE OFFER SERVICE USE RIGHTS FOR SALE THROUGH THE PROPERTY. TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, THE PRODUCTS AND EEL SERVICES THAT YOU PURCHASE FROM US ARE PROVIDED TO YOU “AS IS,” AND YOUR USE IS AT YOUR OWN RISK. WE DO NOT MAKE, AND HEREBY DISCLAIM, ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU. UNLESS AGREED OTHERWISE OR REQUIRED BY APPLICABLE LAW, ANY WARRANTIES PROVIDED IN RELATION TO PRODUCTSOR EEL SERVICES ONLY EXTEND TO YOU ON THE UNDERSTANDING THAT YOU ARE A USER AND NOT A RESELLER OF THOSE PRODUCTS OR EEL SERVICES. 6.2 WE HAVE PRICED PRODUCTS AND EEL SERVICES AVAILABLE FOR PURCHASE FROM US UPON THE UNDERSTANDING, AND YOU HEREBY ACKNOWLEDGE THE UNDERSTANDING, THAT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND WHETHER OR NOT THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE: (a) OUR AGGREGATE LIABILITY (WHETHER FOR BREACH OF CONTRACT, TORT OR ANY OTHER LEGAL THEORY) SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT ACTUALLY PAID BY YOU FOR THE APPLICABLE PRODUCTS AND/OR EEL SERVICES WHICH GIVE RISE TO SUCH LIABILITY; AND (b) NEITHER WE NOR OUR SUPPLIERS OR LICENSORS SHALL BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOST PROFITS, COST OF SUBSTITUTE GOODS 6.3 NOTWITHSTANDING THE FOREGOING, NOTHING CONTAINED IN THESE TERMS LIMIT OUR LIABILITY TO YOU FOR ANY LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE EXCLUDED OR LIMITED AS A MATTER OF APPLICABLE LAW. 6.4 You agree to defend, indemnify and hold harmless us, our subsidiaries and affiliates, and their respective directors, officers, employees and agents from and against all claims and expenses, including attorneys’ fees, arising out of or related to (a) any Products purchased by you in connection with your use of the EEL Website (including without limitation your use of any Third Party Service for which you purchase Service Use Rights from us), or (b) the violation of Section 7 of these Terms by you, your employees, consultants, agents, distributors, or customers. 6.5 To the fullest extent permitted by law and save we here expressly set out in any License Terms or elsewhere, we shall have no liability to you in the event of the Products or EEL Services infringing or being alleged to infringe the proprietary rights of any third party. In the event that the Products are or may be the subject of patent, copyright, database right, registered design, trade mark or other rights of any third party, you should refer to the relevant terms of the Product manufacturer and/or licensor/owner. We shall be obliged to transfer to you only such right or title as we have. 7. EXPORT & CUSTOMS DUTIES 7.1 Each Product and EEL Service and any related items (including software, technology and technical information) sold, exported, transferred, supplied or licensed by us may be subject to and governed by the laws of Canada and other countries, including but not limited to the Canadian Export and Import Permits Act and its related regulations. You are required to comply with all applicable laws relating to the export, re-export, transfer, use, or import of any Product or related items. Diversion contrary to applicable law is prohibited. Notwithstanding any other request or agreement to the contrary, neither you nor EEL shall take or be required to take any action prohibited or penalized under Canada or applicable foreign law. 7.2 The tangible shipment of Products from one country for delivery in another country may be subject to customs duties, fees, taxes and/or other charges in the country of ultimate destination. Unless otherwise expressly stated by EEL during the order process, (a) your payment for the order in question does not include any customs duties, fees, taxes and/or other charges that may be due and payable in the Product’s country of ultimate destination, and (b) the receiving party in the Product’s country of ultimate destination is responsible for making entry and properly declaring the merchandise to the appropriate customs authorities, paying any applicable customs duties/fees/taxes/charges, and/or satisfying any additional import-related requirements. You should contact the local customs authorities in the relevant jurisdiction for further information on the applicable customs requirements and procedures, duties, fees, taxes, and/or other charges that may be assessed against the Product. 8. NOTICES 8.1 Any notice or other communications in relation to these Terms may be given by sending the same by hand delivery, pre-paid post, fax or e-mail (a) with respect to notices and communications to you, to the address and contact information you provided in connection with your purchase of Products and/or EEL Services; and (b) with respect to notices and communications to us, to the address listed at the beginning of these Terms or as otherwise specified in your order confirmation email or notification of Acceptance. These will also be the addresses for service of legal proceedings in the manner prescribed by law. Except as set out above in relation to cancellation of consumer orders, such notices or communications (w here properly addressed) shall be considered received: 8.1.1 In relation to hand delivery, on the date of delivery at the relevant address (or, if this is not a working date, the first working date thereafter); 8.1.2 If posted, 5 working days after the date of posting; 8.1.3 If by fax, on the date of the transmission as evidenced by a successful transmission contact report (or, if this is not a working date, the first working date thereafter). 8.1.4 If sent by email, on the earliest of (i) the email being acknowledged by the recipient as received; (ii) receipt by the sender of an automated message indicating successful delivery or the email having been opened; or (iii) the expiry of 48 hours after transmission, provided that the sender has not received notification of unsuccessful transmission. 9. AGREEMENT TO ARBITRATE 9.1 We will make every reasonable effort to resolve any disagreements that you have with us. In the event that we cannot resolve a disagreement to your satisfaction (or if we cannot informally resolve a concern we may have with you after attempting to do so informally), then you and we agree that except as expressly provided in Section 9.2 below , any claim, dispute, or controversy you may have against us arising out of, relating to, or connected in any way with these Terms, the Energy Efficient Lighting, or the purchase or attempt to purchase of any EEL Products or Services through the EEL Website shall be resolved exclusively by final and binding arbitration administered by the Canadian Arbitration Association (“CAA”) and conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the CAA, including the AAA's Supplementary Procedures for Consumer-Related Disputes (as applicable), as modified by this agreement to arbitrate in this Section 9 (“Rules and Procedure. The CAA's rules, and a form for initiating arbitration proceedings, are available on the CAA's site at http://canadianarbitrationassociation.ca/. The language of any dispute resolution procedure or any proceedings will be English. 9.2 This Section 9 applies to all consumers to the fullest extent allow able by laws. The disputes governed by these procedures in this Section 9 include without limitation (a) claims arising out of or relating to any aspect of the relationship between you and us; (b) claims that arose out of your use of the EEL Website; and (c) claims currently the subject of a purported class action litigation in which you are not a member of a certified class. However, the dispute resolution procedure specifically does not apply to (i) a claim relating to the enforcement or validity of your or our intellectual property rights; (ii) a claim relating to an allegation of theft, piracy, or unauthorized use; or (iii) claims for which class action litigation can be brought. 9.3 YOU AND WE BOTH AGREE THAT (A) EACH OF US CAN ONLY BRING CLAIMS AGAINST THE OTHER ON AN INDIVIDUAL BASIS AND THERE SHALL BE NO AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS OR REPRESENTATIVE BASIS; (B) ARBITRATION CAN DECIDE ONLY YOUR AND/OR OUR INDIVIDUAL CLAIMS, AND THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S); AND (C) THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN THE CLAIMS OF OTHER PERSONS OR PARTIES WHO MAY BE SIMILARLY SITUATED AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. 9.4 If the value of the relief sought is $10,000 or less, either you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, which election shall be binding on you and us (subject to the arbitrator's discretion to require an in-person hearing based on the circumstances). Attendance at an in-person hearing may be made by telephone by you and/or us, unless the arbitrator requires otherwise. Any in-person arbitration shall be held at a location determined by the CAA pursuant to the Rules and Procedures (provided that such location is reasonably convenient for you), or at such other location as may be mutually agreed upon by you and us. 9.5 You agree further that: (a) the arbitrator shall apply laws of the Province of Ontario consistent with the Canadian Arbitration Act and applicable statutes of limitations, including principles of equity, and shall honor claims of privilege recognized at law ; (b) the arbitrator shall not be bound by rulings in prior arbitrations involving us, but is bound by rulings in prior arbitrations involving both you and us to the extent required by applicable law ; (c) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. 9.6 With the exception of Section 10.3 above, if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures established by the CAA, then the balance of this arbitration provision shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, Section 9.3 above is found to be invalid, unenforceable or illegal, then the entirety of this Arbitration Provision shall be null and void, and neither you nor we shall be entitled to arbitrate their dispute. 10. GOVERNING LAW AND VENUE Any dispute arising out of or related to these Terms shall be governed by the laws of the Province of Ontario, without regard to or application of its choice of law rules or conflicts-of-laws principles, except that the Arbitration provision of these Terms shall be governed by the Canadian Arbitration Act. In the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that has arisen or may arise between you and us must be resolved exclusively by the Ontario Courts located in Toronto, Ontario, and both you and us agree to submit to the personal jurisdiction of the courts located within Toronto, Ontario for the purpose of litigating all such claims or disputes. 11. GENERAL These Terms sets forth the entire understanding between you and us with respect to your use of the EEL Website and your purchase of Products and EEL Services from us, and supersedes any and all prior or contemporaneous communications, agreements, and representations, whether written or oral, related thereto. No amendment to these Terms will be valid unless made in writing and signed by you and us. These Terms prevail over any other terms or conditions contained in or referred to elsewhere or implied by trade, custom or course of dealing. Any purported terms or conditions to the contrary are hereby excluded to the fullest extent legally permitted. EEL may engage the services of subcontractors or agents to assist EEL in the performance of its obligations related to these Terms. You may not assign or transfer your rights under these Terms, and any purported assignment or transfer shall be void. No relaxation, forbearance, delay or indulgence by either you or us in enforcing any of these Terms or the granting of time by either party to the other shall prejudice or restrict such rights and powers. No waiver of any term or condition of these Terms shall be effective unless made in writing and signed by us. The waiver of any breach of any Term shall not be construed as a waiver of any subsequent breach or condition. If for any reason we determine or a court of competent jurisdiction finds that any provision or portion of these Terms to be illegal, unenforceable, or invalid under applicable law in a particular jurisdiction: (a) these Terms will not be affected in other jurisdictions to the extent that such determination or finding has no application; and (b) in the relevant jurisdiction, the remainder of these Terms (to the fullest extent permitted by law) will continue in full force and effect. Neither you nor us shall be in breach of these Terms in the event that party is unable to perform its obligations as a result of any reason or condition beyond its reasonable control.
