THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE FEDERAL ARBITRATION ACT AND/OR THE APPLICABLE STATE LAW AS MODIFIED HEREIN AS WELL AS DAMAGES LIMITATIONS AND CLASS ACTION AND JURY TRIAL WAIVER CLAUSES. YOU ARE CONSENTING TO THESE PROVISIONS BY ENTERING THIS AGREEMENT.

 

REFERRAL PARTNER AGREEMENT

Revised June 18, 2024

 

WELCOME TO ENTRE’S REFERRAL PARTNER PROGRAM! We’re glad you’re here. We hope you have been positively impacted by our message and are excited to share our products and services with the world. We believe that professional relationships work best when each party has a clear view of their rights and obligations. This Referral Partner Agreement (“Agreement” or “Terms”) sets forth the terms and conditions for your application to and participation in the ENTRE Referral Partner Program (the “Program”). This is a legal contract and, by applying for and/or participating in the Program, all Applicants and Referral Partners, as defined below, agree to be bound by these Terms as stated herein Your entry into this Agreement is a condition to enter or remain in the Program and your participation reflects your assent to these Terms. Your consent to these Terms may also be provided by clicking a button labeled “I Agree” (or similar button, checkbox or option as may be designated by ENTRE) at the time You submit any application to participate in the Program or are otherwise provided with a copy of this Agreement . Your electronic affirmation, like your participation, constitutes legally binding consent to these Terms.

The headings used in this Agreement are for convenience only. They are not part of the Agreement, do not affect its construction, and shall not be taken into consideration in its interpretation.

I. The Who: The Parties to the Agreement

A. Who is a Party to this Agreement? This Agreement is an individual contract between anyone applying to and/or participating in the Program (“You”) and Lifestyle Design International, LLC and its parent, subsidiary, and affiliated companies (“ENTRE,” “We,” “Our,” “Us,” or the “Company”). You and the Company are referred to collectively as the “Parties.” If You have applied for the Program You are referred to in this Agreement as an “Applicant” and if You are a Program participant, You are referred to as a “Referral Partner.”

B. Who Can Participate in the Program? You must apply for and be accepted by ENTRE to participate in the Program. Your acceptance is in ENTRE’S sole discretion. We require certain minimum qualifications and can change these qualifications at any time as we see fit. You must (1) be at least 18 years of age, (2) submit an application and be approved by the Company, and (3) agree to these Terms. The program is currently only open to participants with a valid United States Social Security or Federal Tax Identification Number. If you are currently an ENTRE student, you must submit a Referral Partner Application using your associated ENTRE email address; if an ENTRE student submits an application using a different email account, they will be prompted to resubmit their application.

II. The What: Nature of the Agreement

A. What is the Duration of the Agreement?This Agreement is for an initial term of twelve months unless terminated earlier by either party. It will renew annually until terminated as set forth later herein.

B. What is Your Status with the Company? Referral Partners are independent contractors. Referral Partners operate their own independent businesses, selling ENTRE’s products and services through their own efforts. Referral Partners have complete freedom in determining the number of hours devoted to their business and sole discretion of scheduling such work. Your efforts pursuant to this Agreement are independent endeavors and the Agreement does not create an employer/employee relationship, agency, partnership, or joint venture between You and the Company. You do not own any interest in the Company. You are not entitled to any Company benefits.

C. What is Your Authority to Bind the Company? None. You have no express or implied authority to bind ENTRE to any obligation or to make any commitments by or on behalf of the Company.

D. What Warranties Does the Company Provide? None. A warranty is a special type of promise. While ENTRE makes reasonable efforts to ensure its products, services and website(s) are operational, uninterrupted and error-free, we make no representation or warranty of such and will not be liable for consequences of any interruptions, errors or omissions. ANYTHING PROVIDED BY THE COMPANY IS ON AN “AS IS” BASIS AND WE DO NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED OR STATUTORY, INCLUDING WITH RESPECT TO CONTENT, QUALITY, SUITABILITY, ACCURACY, TIMELINESS, COMPLETENESS, CORRECTNESS, RELIABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, SECURITY OR PERFORMANCE ABOUT ANY DEVICE, GOODS, SERVICES OR ABOUT ANY DATA OR INFORMATION OR SERVICES PROVIDED THROUGH IT. ALL WARRANTIES ARE EXPRESSLY EXCLUDED BY THIS AGREEMENT.

E. What Happens if a Third Party Asserts a Claim Against the Company? You agree to indemnify ENTRE and hold it harmless from any and all liability including judgments, civil penalties, refunds, attorney fees, court costs or lost business incurred by the Company as a result of Your representations or actions.

III. The How: The Mechanics of the Agreement

A. How Can You Make Money? By participating in the Program, you become eligible to receive commission payments from ENTRE. These payments, which are in the Company’s sole discretion, are available to Referral Partners in good standing for compliant sales of ENTRE products and/or services to end users that are generated by the Referral Partner’s marketing efforts. Referral Partners must comply with this Agreement to be eligible for any commissions and must furnish the Company with an accurate and complete W9 or W8BEN, as required, before they are eligible to receive any commissions. ENTRE retains discretion to deny, diminish, or withhold commissions for any reason and has the sole and exclusive right to fully and finally resolve any and all disputes relating to any commissions or other compensation. ENTRE reserves the right to postpone commission payments to a Referral Partner for any reason, including but not limited to a de minimis amount of commissions due to the Referral Partner, to be defined as commissions that do not exceed $100.00 USD. Unpaid commissions will roll into the next commission period.

B. How are Commissions Calculated? Referral Partner commissions are payable based upon the Product List/Commission Scale below. The Company may change this scale at any time for any reason. Commissions are paid out based on the actual revenue collected by the Company and not any retail or published price of such products or services. Your commission eligibility is dependent on ENTRE actually receiving the final right to the related revenue and contingent upon Your compliance with this Agreement. This means You are not entitled to any commissions for transactions the customer has canceled, charged back, or disputed, transactions in which the customer has received a refund for any reason, or any other transaction where ENTRE does not receive the final right to the monies paid. You also may not be paid commissions where you have violated this Agreement.

Product List Commission Scale
Success Path Masterclass, Success DNA 60% of Actual Revenue Rec’d
Millionaire Productivity Secrets/ENTRE Foundations 60% of Actual Revenue Rec’d
‘Unlock Your Potential’ Book+ SPM Bundle 20% of Actual Revenue Rec’d
Live Events: Insight, Impact Influence, Legacy 20% of Actual Revenue Rec’d
Affiliate/Agency/Authority Business Accelerator & Sales Accelerator 20% of Actual Revenue Rec’d
ENTRE Coaching Programs (3, 6 or 12 months) 20% of Actual Revenue Rec’d
ENTRE Explorer 20% of Actual Revenue Rec’d
Entresoft 40% of Actual Revenue Rec'd

Commissions for all live event sales are subject to a holdback period to ensure the Company receives the final right to the related revenue. Ten percent (10%) of any live event-related commissions will be retained by the Company for up to six months from the date of the event.

C. How are Taxes Paid? Referral Partners are responsible for calculating, withholding, and paying all applicable local, state, provincial, and federal taxes due from compensation earned as a Referral Partner. Referral Partners earning over $600.00 USD in a calendar year will receive IRS Form 1099-MISC reflecting the amount of income paid during that year.

D. How are You Paid? ENTRE pays its Referral Partners through a third-party ewallet provider (“eWallet”). Referral Partners are responsible for ensuring the complete setup of their eWallet account promptly upon establishing their Referral Partner account with ENTRE and will not receive any commission payouts until they have completed this process. Failure to properly complete the setup or maintain good-standing of an eWallet account may result in delay of or inability to receive commission payouts. In the event ENTRE is unable to payout to Your eWallet account for ninety (90) days, any and all commission payouts accrued shall be considered to be forfeited by the Referral Partner and will no longer be considered due or payable.

E. How Frequently Does the Company Send Payments? Referral Partner commission payments are typically issued on a weekly basis, assuming the cumulative amount earned meets/exceeds the threshold described elsewhere in this Agreement. Each pay period includes payment on actual sales revenue collected during the two weeks in arrears, Monday through Sunday, less any amount You owe to the Company as determined in its sole discretion.

F. How Does the Company Track Your Impact on Traffic? To best capture and track all guest visits from Your site to Ours, You must use the HTML code that we provide for each banner, text link, or other affiliate link. The Company cannot guarantee the accuracy of any efforts to link visitors to a particular Referral Partner.

G. How Can You Raise a Question about Your Commissions? Referral Partners are responsible for reviewing their compensation and reporting any discrepancies within thirty (30) days of receipt or scheduled receipt of payment. Inquiries must be submitted to support@entreinstitute.com for consideration; inquiries submitted through other channels will not be considered. After the thirty (30) day “grace period,” no additional requests will be considered for commission recalculations, and ENTRE will not be responsible for any errors, omissions or variances not timely reported to the Company through the appropriate channel. The Company retains sole and exclusive discretion to resolve all payment disputes or inquiries.

H. How Does ENTRE Recover Monies it Has Previously Paid You? You are responsible for reimbursing ENTRE for anything that You are paid, but did not earn, or that You otherwise owe to ENTRE. As the Company is the final arbiter as to any disputed commissions, the Company has the right to withhold or deduct any amounts it deems You to owe from future payments and/or to otherwise claw back or recover funds it previously paid. If You fail to timely reimburse the Company, ENTRE may pursue collection efforts and You agree to pay the Company for its reasonable attorneys’ fees', expenses, and other collection costs to the extent permissible by law.

I. How is the Agreement Modified? You cannot modify the Agreement. The Company may, however, update these Terms from time to time. If it does, Your continued participation in the Program shall be deemed to represent Your consent to the modified Agreement. In the event there is a conflict between the terms of this Agreement and the terms of any other Agreement between You and the Company, You agree that the Company shall have the sole and exclusive discretion and authority to determine which competing term controls.

J. How Can You Voice Your Concerns? ENTRE desires to provide the best products and services possible and values constructive criticism. To ensure comments are reviewed by the appropriate personnel, the Company encourages the submission of written comments via email to support@entreinstitute.com. Due to the Company’s business, ENTRE is uniquely harmed by negative and disparaging comments in public forums and the Company has the right to treat any such statements as a material breach of this Agreement.

K. How Can You Help ENTRE’S Compliance Efforts? ENTRE is actively engaged in ongoing compliance efforts, and as part of those efforts, it encourages Referral Partners to report any violations of these Terms to legal@entrenation.com. Referral Partners are responsible for ensuring their own compliance with these TERMS and any and all relevant laws and guidelines.

L. How Does the Company Protect Its Proprietary Information, Trade Secrets, and Intellectual Property?

i. Proprietary Information and Trade Secrets. You agree that information compiled or maintained by ENTRE, including but not limited to customer and sales data, training, methodologies or information that is not otherwise publicly available, constitutes a commercially advantageous, unique and proprietary trade secret of the Company, which it keeps confidential and treats as a trade secret. During the term of your Agreement with ENTRE, the Company grants you a personal, non-exclusive, non-transferable and revocable right to use certain trade secret, confidential, and proprietary business information (“Proprietary Information”) exclusively for the purpose of your marketing and sales efforts under this Agreement, and for no other purpose. You must return and/or immediately destroy any such information upon the termination of this Agreement, including any materials You developed utilizing this information. Under no circumstances may you use the Company’s Proprietary Information for the benefit of any ENTRE competitor. You may not build third-party sites that contain materials copied from Company sources nor create their own website to promote the Company unless expressly authorized by ENTRE in writing.

ii. Intellectual Property. You agree that You will only use Company intellectual property as expressly authorized by the Company for use by its Referral Partners. All promotional and marketing material supplied or created by ENTRE must be used in its original form and cannot be changed, amended or altered except with prior written approval from the Company. The name ENTRE, each of its product and/or service names and other names that have been adopted by the Company in connection with its business are proprietary trade names, trademarks and service marks of ENTRE. As such, these marks are of great value to ENTRE and are supplied to Referral Partners for their use only in an authorized manner. This also applies to testimonials from our clients. As a Referral Partner, You may use a testimonial in Your ENTRE-related marketing only if you have received express written permission from both the Company and the client. Using ENTRE testimonials in the marketing of a competing product or service is unethical and is expressly prohibited. You may not use or attempt to register any of the Company’s trade names, trademarks, service names, service marks, service names, URLs, advertising phrases, the Company’s name or any derivative thereof, for any purpose including, but not limited to, Internet domain names (URL), third party websites, web pages, advertisements or blogs.

IV. The Why: Company Expectations and Requirements

A. Is the Company Relying on You? Yes. In addition to those terms set forth elsewhere in this Agreement, by entering this Agreement You make certain material representations and warranties to ENTRE, including:

i. You have sufficient capacity to enter a contractual agreement and You are not under the influence of any substance or suffering from any medical condition that could deprive You of the necessary capacity;
ii. Your entry into this Agreement has been duly authorized and the Agreement is validly executed;
iii. You have full right and authority to enter into and be bound by the Terms of the Agreement and to perform your obligations under this Agreement, without the approval or consent of any other party;
iv. Your application is truthful and accurate and You will promptly notify the Company of any developments that would require You to change your response to any material question;
v. You are eligible to participate in the Program;
vi. You will comply with this Agreement;
vii. You will not encourage current or prospective customers or other Referral Partners to participate in ENTRE in any manner that varies from its programs and services as set forth in official Company materials; and
viii. You will not require or encourage prospective customers or other Referral Partners to make any purchase of ENTRE’s products and services from, or payment to, any individual or entity outside of the Company.

B. Why Might You Face Certain Consequences? By entering this Agreement, You agree to fulfill Your promises to the Company and to behave as expected. You expressly authorize the Company to reject Your application or remove You from the Program for any reason at any time. This Company is also entitled to recover damages caused by your misconduct. While We have sole discretion, here are a few examples of conduct that may merit Your expulsion, rejection, actions to recover damages from You, or even reporting to law enforcement, where appropriate:

i. Acting in a manner that negatively impacts the Company or its Referral Partners;
ii. Behaving in any unlawful, harmful, threatening, defamatory, obscene, harassing, or offensive manner;
iii. Diverting commissions from other Referral Partners;
iv. Engaging in questionable, misleading, unfair, deceptive, or unethical behavior or practices;
v. Failing to meet the criteria for participation as it exists now or may be updated in the future;
vi. Falsely representing yourself, your relationship with the Company, or anyone affiliated with the Company, including any impersonation of the Company or anyone affiliated with the Company;
vii. Inaccurately representing facts;
viii. Misusing your access to Company information, personnel, Referral Partners, or Applicants;
ix. Participating in or promoting pyramid schemes;
x. Posting or engaging with content promoting violence, discrimination, illegal activities, and/or sexually explicit material; that is defamatory; and/or infringing on or assist others in the infringement of intellectual property rights;
xi. Soliciting anyone in any manner not authorized by the Company;
xii. Using any Company intellectual property without express authorization; and/or
xiii. Violating any law, regulation, contract, or Company policy or guideline, including but not limited to the terms and representations in this Agreement.

C. Can You Assign Your Place in the Program to Someone Else? No. Because Your application and participation in the Program is based upon Your individual selection under the Program parameters, Entre does not allow Referral Partners to assign their rights or obligations under this Agreement to any third party. Any such effort is deemed null and void.

D. Does the Company Have Any Expectations or Guidelines Regarding Your Efforts to Market and Sell its Products? In addition to the other representations and warranties set forth herein, Referral Partners agree they will not make any representations or claims about ENTRE’s products and services beyond those shown in official Company materials, as published by the Company. You, alone, are responsible for all verbal and/or written statements You make or publish regarding ENTRE and its products and services which are not expressly contained in official Company materials. You represent and warrant that You are knowledgeable of the various laws and regulations concerning affiliate marketing and will comply with all limitations. Good intentions are not a defense to a violation. To aid in Your efforts to comply with the applicable laws and regulations, ENTRE strongly encourages Referral Partners to consult with it as to any advertising or marketing efforts, though its feedback is provided without warranty and does not guarantee legal compliance.

E. Can You Engage in Bonus Buying? No. Bonus buying is strictly and absolutely prohibited. Bonus buying includes: (i) the enrollment of individuals or entities without the knowledge of and/or execution of an the appropriate agreements and/or terms and conditions, and without the express agreement to purchase and/or enroll by such individuals or entities; (ii) the fraudulent enrollment of an individual or entity as a Referral Partner or Customer; (iii) the enrollment or attempted enrollment of non-existent individuals or entities as Referral Partners or Customers (“phantoms”); (iv) purchasing ENTRE products/services on behalf of another Referral Partner or Customer, or under another Referral Partner or Customer ID number in order to qualify for commissions or bonuses; (v) any other mechanism or artifice to qualify for any sort of rank advancement, incentives, prizes, commissions, or bonuses that is not driven by bonafide product or service purchases by the end user; and/or (vi) the enrollment or attempted enrollment of one’s self through their own Referral Partner link. Individuals cannot use their own referral partner link to purchase ENTRE products in order to earn commissions on their own product purchases.

F. Is There a Take Down Procedure? Yes. Upon becoming aware or being notified that its marketing or advertising violates the Company’s guidelines or requirements, or the rules or regulations established by any governing regulatory authority, Referral Partners must immediately (within 24 hours) respond and comply with orders or instructions to remove and/or modify such marketing or advertising.

G. Are there any Geographic Restrictions? Yes. We are constantly looking to expand. At present, You may sell ENTRE products to or from any United States state or territory except Utah (the “Permitted Territory”), Canada, the United Kingdom, Australia, New Zealand, and South Africa. Efforts to sell products outside of the Permitted Territory are expressly prohibited. ENTRE may add or remove locations from the Permitted Territory at any time.

Additionally, due to restrictions with payment providers and our referral partner payment partner, eWallet, we are unable to do business in certain countries around the world. This is non-negotiable and can change at any time. The list of countries we are unable to do business in is as follows:

Afghanistan, Albania, Algeria, Angola, Armenia, Azerbaijan, Bangladesh, Belarus, Benin, Bhutan, Burkina Faso, Burma, Burundi, Cameroon, Central African Republic, Chad, Congo, Crimea region of the Ukraine, Cuba, Dominica, Egypt, Equatorial Guinea, Eritrea, Ethiopia, Fiji, French Southern Territories, Gambia, Georgia, Ghana, Grenada, Guadeloupe, Guinea, Guinea-Bissau, Guyana, Haiti, Heard Island and McDonald Islands, Herzegovina, India, Indonesia, Iran, Iraq, Ivory, Kazakhstan, Kenya, Korea, Kosovo, Kyrgyzstan, Laos, Lebanon, Lesotho, Liberia, Libya, Macedonia, Madagascar, Magnitsky, Malaysia, Mali, Mayotte, Micronesia, Moldova, Mongolia, Montenegro, Morocco, Mozambique, Myanmar (Burma), Nepal, Nicaragua, Niger, Nigeria, North Korea, Northern Mariana Islands, Pakistan, Paraguay, Philippines, Russia, Rwanda, Saint Lucia, Saint Martin, Senegal, Serbia, Sierra Leone, Solomon Islands, Somalia, South Sudan, Sri Lanka, Sudan, Swaziland, Syria, Tajikistan, Tanzania, Timor-Leste (East Timor), Togo, Tonga, Tunisia, Turkmenistan, Uganda, Ukraine, Uzbekistan, Vanuatu, Vatican City, Venezuela, Vietnam, Wallis and Futuna, Yemen, Zambia, and Zimbabwe.

V. The End of the Agreement

A. How Does the Agreement Terminate? We hope that Program is mutually beneficial. But, sometimes, one of the parties may want to end the Agreement. The Agreement can be terminated as follows:

i. Upon Request.You may cease participating in the Program by submitting a written request to terminate to support@entreinstitute.com. The termination request will be effective on the date we process it. We may choose to terminate the Agreement at any time for any reason.

ii. For Cause.ENTRE may also terminate the Agreement if it believes You have breached these terms and/or You file for bankruptcy or become insolvent.

iii. For Inactivity. ENTRE also may terminate the Agreement if You have not generated click/lead/sale activity for a period of one hundred eighty (180) days.

iv. End of Referral Partner Program. The Company reserves the right to terminate any and all Agreements at any time and for any reason, including but not limited to: (1) cessation of business operations, (2) dissolution as a business entity; or (3) modification or termination of distribution via affiliate channels.

v. Effect of Termination. No termination of this Agreement will relieve You from liability to the Company. Upon termination, You forfeit all commissions or other remuneration due.

B. How are Any Disputes between You and the Company Handled?

i. Jurisdiction And Governing Law.THIS AGREEMENT AND ANY DISPUTE BETWEEN YOU AND THE COMPANY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEVADA WITHOUT GIVING EFFECT TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF.

ii. Jury Trial / Class Action Waiver.BY ENTERING THIS AGREEMENT, YOU VOLUNTARILY WAIVE ANY AND ALL RIGHTS TO PARTICIPATE IN A CLASS ACTION, INCLUDING ANY CLASS ARBITRATION, AS WELL AS A TRIAL BY JURY.

iii. Dispute Resolution / Arbitration.You agree that any and all disputes of whatever nature arising between You and the Company that cannot be informally resolved between the Parties must be submitted to binding arbitration before a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (or, if no longer available, their equivalent) except for ENTRE’s requests for injunctive relief as set forth in this Agreement. The arbitrator shall retain the right to resolve all disputes over arbitrability and/or the timeliness of arbitration. The arbitration will be conducted in Clark County, Nevada or as otherwise agreed upon by the Parties. The arbitrator will issue a written opinion setting forth the basis for its decision. Judgment on any arbitration award may be entered and enforced in any court having jurisdiction and you expressly consent to the jurisdiction of the state and federal courts located in Clark County, Nevada. DISCOVERY AND RIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT, AND OTHER RIGHTS THAT THE PARTIES WOULD HAVE IN COURT MAY NOT BE AVAILABLE IN ARBITRATION.

iv. Injunctive Relief.Notwithstanding the prior provision, You expressly agree that ENTRE may seek and obtain a writ of attachment, garnishment, temporary injunction, preliminary injunction, permanent injunction or other equitable relief from any court having jurisdiction over You and You expressly consent to the jurisdiction of the state and federal courts located in Clark County, Nevada. You also acknowledge and agree the Company’s Proprietary Information and intellectual property is of such character as to render it unique, and You agree that any unauthorized disclosure or use of the same will result in irreparable damage to the Company.

v. Liquidated Damages. You acknowledge and agree that Your violation of this Agreement creates harms to the Company that are inherently difficult to quantify and value. Accordingly, You agree that You will pay the Company liquidated damages of $10,000 per occurrence for any violation of this Agreement and that You will forfeit all unpaid amounts due to You from the Company. You agree that this relief constitutes a fair and reasonable approximation of the damages caused by Your conduct. You agree that the Company has the right to determine what constitutes an “occurrence” and that, if it so chooses, the Company may alternatively elect to pursue damages in an amount to be determined at any trial or hearing on this matter. You also agree that this liquidated damages provision does not preclude the Company from seeking injunctive relief, if it deems necessary, and that the payment of these liquidated damages will not prevent the Company from sustaining irreparable harm.

vi. Limitation on Damages.YOU AGREE THAT OUR MAXIMUM LIABILITY TO YOU UNDER ANY THEORY IS LIMITED TO ANY AMOUNTS WE HAVE PAID YOU DURING THE TWELVE (12) MONTHS PRECEDING YOUR CLAIM AND YOU AND US MUTUALLY AGREE THAT NEITHER PARTY CAN RECOVER (1) PUNITIVE DAMAGES, (2) TREBLE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE, GOODWILL, ANTICIPATED PROFITS OR LOST BUSINESS), INDIRECT, OR SPECIAL DAMAGES, DAMAGES BASED ON ANY TYPE OF MULTIPLIER, OR (3) ATTORNEY'S FEES, EXCEPT AS EXPRESSLY PROVIDED HEREIN. YOU AND ENTRE AGREE NOT TO MAKE, AND TO WAIVE TO THE FULLEST EXTENT ALLOWED BY LAW, ANY CLAIM FOR DAMAGES OTHER THAN DIRECT, COMPENSATORY DAMAGES AS LIMITED IN THIS AGREEMENT.

C. What Happens to the Agreement if a Provision is Invalid or Unenforceable? Each provision of this Agreement shall be interpreted in a manner as to be effective and valid under the applicable law. If, however, any provision, or portion thereof, is prohibited by law or found invalid under any law, only such invalid provision or portion thereof shall be rendered ineffective. All remaining provisions of this Agreement and valid portions of the questioned provision (which are hereby deemed severable) shall remain in full force and effect.

D. What Rights and Obligations Survive the Termination of this Agreement? The rights and obligations of the Parties which, by their nature, should survive termination or expiration, shall survive termination or expiration of this Agreement for any reason. This includes but is not limited to Sections II(C)-(E); III(C),(H), & (L); IV(A), (C), & (F); and V(B) - (D).