Terms Of Use Agreement

Version Date: June 1, 2009

TERMS OF USE AGREEMENT

This Terms of Use Agreement ("Agreement") constitutes a legally binding agreement made between you, whether personally or on behalf of an entity ("you") and Leagle, Inc. and its affiliated companies (collectively, "Company"), concerning your access to and use of the www.leagle.com website ("Website"). The Website provides users access to a wide variety of legal resources and information ("Company Services"). The Company Services are free of charge, but Company reserves a right to charge fees for the Company Services upon notice to you. The Company Services are hosted in the United States.

All users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Website. If you are a minor, you must have your parent or guardian read and agree to this Agreement prior to you using the Website. Persons under the age of 13 are not permitted to register for the Website or use the Website Services.

You accept and agree to be bound by this Agreement by acknowledging such acceptance during the registration process (if applicable) and also by continuing to use the Website. If you do not agree to abide by this Agreement, or to modifications that Company may make to this Agreement in the future, do not use or access or continue to use or access the Company Services or the Website.

DISCLAIMER: NO LEGAL SERVICES PROVIDED

Company has recognized that the general public can greatly benefit from enhanced access to legal resources and information, and has created the Website to fulfil this purpose. However useful this access to such resources and information may be, such access does not take the place of legal representation when necessary or appropriate. Accordingly, all users need to be aware of the following and all use of the Website and Company services is undertaken by you with such understanding and acknowledgement:

  • The Website cannot and does not provide legal advice. Company is not a law firm and does not engage in the practice of law, and our employees do not act as your lawyer or provide legal advice or representation. The Company Services are merely self-help services that you may use in your sole discretion. Company does not provide any kind of legal advice, explanation, opinion, or recommendation to you about possible legal rights, remedies, defenses, options, selection of forms or strategies. You are and will be representing yourself in any legal matter you undertake through use of the Company Services.

  • Advertisements on the Website for lawyers or information provided by lawyers do not establish an attorney-client relationship between you and such lawyers or between you and the Website.

  • Although information you submit is subject to our Privacy Policy, it is not protected by any attorney-client privilege and, other than as set forth in the Privacy Policy, you have no expectation of privacy or confidentiality of communications occurring through the Company Services.

  • All resources and information on or accessible through the Website are for informational purposes only and are not intended to be a substitute for professional legal advice.

  • The Website makes reasonable efforts to maintain the currency and accuracy of all information presented. However, we cannot guaranty such currency or accuracy, both because laws change and also because we are not always able to verify the accuracy of all information provided to or developed by the Website. Furthermore, you should be aware that the law can vary from jurisdiction to jurisdiction and courts can give varying interpretations depending upon the situation to which the law is applied. Accordingly, before taking any actions based upon such information, please confer with appropriate legal or other professional counsel. UNDER NO CIRCUMSTANCE SHALL COMPANY HAVE ANY LIABILITY TO YOU FOR ANY RELIANCE ON INFORMATION CONTAINED ON OR OBTAINED THROUGH THE WEBSITE. SUCH RELIANCE SHALL BE SOLELY AT YOUR OWN RISK.

  • The hiring of an attorney is a critical decision and should not be predicated solely on comments, recommendations, advertisements, or other materials contained on the Website or any other website. Company does not select, approve, or otherwise endorse any particular attorney, law firm, or provider of legal services on the Website. Any and all such recommendations are from third parties and are inherently subjective in nature, could be inaccurate or incomplete, and are difficult or impossible to verify. Therefore, Company expressly disclaims any representation or warranty that such materials are correct or reliable.

  • If you are an attorney participating in any aspect of the Website, including but not limited to the Company Services, you acknowledge that the Rules or Codes of Professional Conduct ("Rules") of the jurisdictions in which your are licensed apply to all aspects of your participation and that you will abide by such Rules. Company disclaims all responsibility for your compliance with these Rules. You, as attorney, warrant that your participation in the Company Services will be used to provide general information only, and not for the provision of legal advice or the practice of law.

USER REPRESENTATIONS

Regarding Your Registration

By using the Company Services, you represent and warrant that:

  • all registration information you submit is truthful and accurate;

  • you will maintain the accuracy of such information;

  • you will keep your password confidential and will be responsible for all use of your password and account;

  • you are not a minor in the jurisdiction in which you reside, or if a minor, you have received parental permission to use this Website; and

  • your use of the Company Services does not violate any applicable law or regulation.

You also agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the Website's registration form and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Company has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Company has the right to suspend or terminate your account and refuse any and all current or future use of the Website (or any portion thereof).

Regarding Content You Provide

You are entirely responsible for the content of, and any harm resulting from, your postings to the interactive portions of the Website ("Contribution"). When you create or make available a Contribution, you thereby represent and warrant that:

  • the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights of any third party;

  • you have fully complied with any third-party licenses relating to your Contribution, and have done all things necessary to successfully pass through to viewers any required terms;

  • your Contribution does not contain any viruses, worms, Trojan horses, malicious code or other harmful or destructive content;

  • your Contribution is not obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;

  • your Contribution does not contain material that solicits personal information from anyone under 18 or exploit people under the age of 18 in a sexual or violent manner, and does not violate any federal or state law concerning child pornography or otherwise intended to protect the health or wellbeing of minors;

  • if your employer has rights to intellectual property you create, you have either (i) received permission from your employer to make available the Contribution, or (ii) secured from your employer a waiver as to all rights in or to your Contribution;

  • your Contribution does not violate any state or federal law designed to regulate electronic advertising;

  • your Contribution does not amount to trolling, or the making of controversial statements for the sole purpose of generating responses by others;

  • your Contribution does not constitute, contain, install or attempt to install or promote spyware, malware or other computer code, whether on Company's or others' computers or equipment, designed to enable you or others to gather information about or monitor the online or other activities of another party;

  • your Contribution does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose;

  • your Contribution does not otherwise violate, or link to material that violates, any provision of this Agreement or any applicable law or regulation; and

  • your Contribution does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Company in its sole discretion.

CONTRIBUTION LICENSE

When you post a Contribution to the Website, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the Contributions on the Website, including any derivative of the Website or other related media form, such as mobile websites, widgets that may contain Contributions, or other media forms. By posting Contributions to any part of the Website, you automatically grant, and you represent and warrant that you have the right to grant, to the Company an irrevocable, perpetual, non-exclusive, transferable, fully paid, worldwide license (with the right to sublicense) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part) and distribute such Contributions for any purpose, commercial, advertising, or otherwise, on or in connection with the Website or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing. You may remove Contributions from the Website at any time, however this feature might not be available for certain Contributions. If you choose to remove your Contributions, the license granted above will automatically expire, however you acknowledge that the Company may retain archived copies of your Contributions and may continue using such Contributions for a reasonable time in the same manner as we are using them at the time of such termination. The Company does not assert any ownership over your Contributions; rather, as between us and you, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Contributions and any intellectual property rights or other proprietary rights associated with your Contributions.

Authorized users are permitted to create blogs on the Website. If you operate a blog, comment on a blog, post material to the Website, post links on the Website, or otherwise make (or allow any third party to make) material available by means of the Website (which shall all be considered "Contributions" as defined above in this Agreement), you are entirely responsible for the content of, and any harm resulting from, such Contributions. That is the case regardless of whether the Contributions in question constitute text, graphics, an audio file, or computer software.

Company has the right, in our sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of this Agreement, including but not limited to Contributions containing offensive language and advertisements.

SUBMISSIONS

You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Website or the Company Service ("Submissions"), provided by you to Company are non-confidential and shall become the sole property of Company. Company shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

PROHIBITED ACTIVITIES

You may not access or use the Website for any other purpose other than that for which Company makes it available. The Website is for the personal use of users only and may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by Company. Certain activities, even if legal, may violate the common rules of etiquette governing Contributions, as determined by Company in Company's sole discretion. Prohibited activity includes, but is not limited to:

  • criminal or tortious activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;

  • advertising to, or solicitation of, any user to buy or sell any products or services;

  • making any unauthorized use of the Company Services, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email;

  • engaging in unauthorized framing of or linking to the Website;

  • transmitting chain letters or junk email to other users;

  • using any information obtained from the Website in order to contact, advertise to, solicit, or sell to any user without their prior explicit consent;

  • engaging in any automated use of the system, such as using scripts to add friends or send comments or messages or using any data mining, robots or similar data gathering and extraction tools;

  • interfering with, disrupting, or creating an undue burden on the Website or the networks or services connected to the Website;

  • attempting to impersonate another user or person;

  • using the username of another user;

  • selling or otherwise transferring your profile;

  • using any information obtained from the Website in order to harass, abuse, or harm another person;

  • decipher, decompile, disassemble or reverse engineer any of the software comprising or in any way making up a part of the Website;

  • attempting to bypass any measures of the Website designed to prevent or restrict access to the Website, or any portion of the Website;

  • displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Website on behalf of that person, such as posting blogs or bulletins with a commercial purpose; and

  • using the Website in a manner inconsistent with any and all applicable laws and regulations.

INTELLECTUAL PROPERTY RIGHTS

The content on the Website ("Company Content") and the trademarks, service marks and logos contained therein ("Marks") are owned by or licensed to Company, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Company Content, includes, without limitation, all source code, databases, functionality, software, website designs, text and graphics. All Company graphics, logos, designs, page headers, button icons, scripts and service names are registered trademarks, trademarks or trade dress of Company in the U.S. and/or other countries. Company's trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the Company. Company Content on the Website is provided to you "AS IS" for your information and personal use only and may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners. Systematic retrieval of data or other content from the Website to create or compile, directly or indirectly, a collection, compilation, database or directory without written permission from Company is prohibited. Provided that you are eligible to use the Website, you are granted a limited license to access and use the Website and the Company Content and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. Company reserves all rights not expressly granted to you in and to the Website and Company Content and Marks. If you download or print a copy of the Company Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Company Content or enforce limitations on use of the Website or the Company Content therein.

THIRD PARTY WEBSITES AND CONTENT

The Website contains (or you may be sent through the Website or the Company Service) links to other websites ("Third Party Websites") as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the "Third Party Content"). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Website and access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or relating to any applications you use or install from the website. Any purchases you make through Third Party Websites will be through other websites and from other companies, and Company takes no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.

DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE AND POLICY

Please see our Copyright Policy for claims that Content infringes a third party's copyright.

SITE MANAGEMENT

Company reserves the right but does not have the obligation to:

  • monitor the Website for violations of this Agreement;

  • take appropriate legal action against anyone who, in Company's sole discretion, violates this Agreement, including without limitation, reporting you to law enforcement authorities;

  • in Company's sole discretion and without limitation, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user's Contribution or any portion thereof that may violate this Agreement or any Company policy;

  • in Company's sole discretion and without limitation, notice or liability to remove from the Website or otherwise disable all files and content that are excessive in size or are in any way burdensome to Company's systems;

  • terminate the accounts of repeat infringers; and

  • otherwise manage the Website in a manner designed to protect the rights and property of Company and others and to facilitate the proper functioning of the Website.

PRIVACY

We care about the privacy of our users. Please view the Company Privacy Policy. By using the Website or the Company Services, you are consenting to have your personal data transferred to and processed in the United States.

TERM AND TERMINATION

This Agreement shall remain in full force and effect while you use the Website or are otherwise a user of the Website. You may terminate your use or participation at any time, for any reason, by following the instructions for terminating user accounts.

WITHOUT LIMITING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY RESERVES THE RIGHT TO, IN COMPANY'S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY DENY ACCESS TO AND USE OF THE WEBSITE TO, ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THIS AGREEMENT, OR OF ANY APPLICABLE LAW OR REGULATION, AND COMPANY MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN COMPANY'S SOLE DISCRETION.

Any provisions of this Agreement that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of this Agreement, shall be deemed to survive for as long as necessary to fulfill such purposes.

MODIFICATIONS

Company may modify this Agreement from time to time. Any and all changes to this Agreement will be reflected on the Website and revisions will be indicated by date. You agree to be bound to any changes to this Agreement when you use the Company Services after any such modification is posted on the Website. Company may also, in its discretion, choose to alert all users with whom it maintains email information of such modifications by means of an email to their most recently provided email address. It is therefore important that you regularly review this Agreement and keep your contact information current to ensure you are informed of changes. Modifications to this Agreement shall be effective when posted but shall not apply retroactively. Additionally, modifications made to this Agreement applicable to dispute resolution shall not apply to disputes arising prior to the effective date of the modification.

DISPUTES

Between Users

You are solely responsible for your conduct. Company reserves the right, but has no obligation, to monitor disputes between you and other users.

With Company

All questions of law, rights, and remedies regarding any act, event or occurrence undertaken pursuant or relating to this Website or the Company Services shall be governed and construed by the law of the Commonwealth of Virginia, excluding such state's conflicts of law rules. Any legal action of whatever nature by or against the Company arising out of or related in any respect to this Website and the Company Services shall be brought solely in the applicable federal or state courts located in or with jurisdiction over the county in the Commonwealth of Virginia where the Company has its principal place of business; subject, however, to the right of the Company, at the Company's sole discretion, to bring an action to seek injunctive relief to enforce this Agreement or to stop or prevent an infringement of proprietary or other third party rights (or any similar cause of action) in any applicable court in any jurisdiction where jurisdiction exists with regard to a user. You hereby consent to (and waive any challenge or objection to) personal jurisdiction and venue in the applicable federal and state courts located in the Commonwealth of Virginia. Application of the United Nations Convention on Contracts for the International Sale of Goods is excluded from this Agreement. In no event shall any claim, action or proceeding by you related in any way to the Website and/or the Company Service (including your visit to or use of the Website and/or the Company Service) be instituted more than three (3) years after the cause of action arose.

CORRECTIONS

Occasionally there may be information on the Website that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information. Company reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.

DISCLAIMERS

Company cannot control the nature of all of the content available on the Website. By operating the Website, Company does not represent or imply that Company endorses any blogs, Contributions or other content available on or linked to by the Website, including without limitation content hosted on third party websites, or that Company believes Contributions, blogs or other content to be accurate, useful or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable content you may encounter on the Website or in connection with any Contributions. The Company is not responsible for the conduct, whether online or offline, of any user of the Website or Company Services.

YOU AGREE THAT YOUR USE OF THE WEBSITE AND COMPANY SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND THE COMPANY SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE'S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE. COMPANY DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND COMPANY WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

The Company reserves the right to change any and all content, software and other items used or contained in the Website and any Company Services offered through the Website at any time without notice.

LIMITATIONS OF LIABILITY

IN NO EVENT SHALL COMPANY OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR COMPANY SERVICES, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, COMPANY'S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO COMPANY FOR THE COMPANY SERVICES DURING THE PERIOD OF 12 MONTHS PRIOR TO ANY CAUSE OF ACTION ARISING.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

INDEMNITY

You agree to indemnify and hold Company, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys' fees, made by any third party due to or arising out of your Contributions, use of the Company Services in violation of this Agreement and/or arising from a breach of this Agreement and/or any breach of your representations and warranties set forth above.

NOTICES

Except as explicitly stated otherwise, any notices given to Company shall be given by email to info@leagle.com. Any notices given to you shall be given to the email address you provided during the registration process, or such other address as each party may specify. Notice shall be deemed to be given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. We may also choose to send notices by email, regular mail or discussion forum postings.

MISCELLANEOUS

This Agreement constitutes the entire agreement between you and Company regarding the use of the Company Services. The failure of Company to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. This Agreement operates to the fullest extent permissible by law. Company shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Company's reasonable control. If any provision or part of a provision of this Agreement is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from this Agreement and does not affect the validity and enforceability of any remaining provisions.