The Information That Livingtree Collects from You
User-Provided. You provide Livingtree with information about Yourself, such as Your name, email address, school/district name, title, User ID and Password, when you register for the Services and create an Account. Additionally, if You correspond with Livingtree by email, Livingtree may retain the content of Your email messages, Your email address and Livingtree responses.
Cookies. When You access and use the Website, Livingtree and our third-party service providers may send one or more “cookies” – small text files containing strings of alphanumeric characters – to Your computer that uniquely identifies Your browser. Livingtree may use both session cookies and persistent cookies to allow You to log-in to Your Account faster, to better understand how You interact with the Services, to monitor aggregate Website usage by Users (including You) and web traffic routing on the Services, and to customize and improve the Services for all Users (including You). The cookies used by Livingtree do not collect any of Your personally identifiable information. Most web browsers automatically accept cookies; however, You can instruct your browser, by changing its settings, to stop accepting cookies or to prompt You before accepting a cookie from the websites that you visit (including this Website). Please note, though, that some features of the Services may not function properly if You disable the acceptance of cookies from this Website.
Pixel Tags. When You access and use the Website, Livingtree and our third-party service providers may also employ “pixel tags” (a/k/a web beacons and clear gifs) – a nearly invisible pixel-sized graphic image – to anonymously track Your online usage patterns. None of Your personally identifiable information is collected using these pixel tags. Pixel Tags may be used to collect the same information about Your use of the Website that is collected through cookies, as noted above. Additionally, Livingtree may use pixel tags in emails sent to You to help Livingtree confirm the receipt of, and response to, its emails, the time its emails are viewed, and when and where You “click-through” in an email to the Website. All of this information helps Livingtree to personalize Your experience and improve the Services and emails that Livingtree provides to all of its Users (including You).
Your Submission of Information on the Website
Any personally identifiable information or Content that You Submit on the Website (for example, in Campaigns and other User Submissions made to the Website) becomes available to the public. If You remove such information or Content from the Services, copies of such may nonetheless remain viewable in cached and archived web pages or if other Users have copied or stored Your Content.
How Livingtree Uses Your Information
Livingtree uses the personally identifiable information that You submit to operate, maintain, and provide the Services to You.
Livingtree uses cookie and pixel tag information to: (i) remember information so that You will not have to re-enter it during Your visit or the next time You visit the Website; (ii) provide custom, personalized Services through the Website to You; (iii) monitor the effectiveness of the Services; (iv) monitor aggregate metrics such as total number of Users and Website traffic; (v) diagnose or fix technology problems related to the Services; and (vi) help You efficiently access your User Submissions and other information after You sign in on the Website.
How Livingtree Shares Your Information
Non-Personally Identifiable Information. Livingtree may share Your non-personally identifiable information (for example, anonymous usage data, referring/exit pages and URLs, platform types, number of clicks, etc.) with interested third parties to help them understand the usage patterns of the Services.
How Livingtree Protects Your Information
Livingtree and our third-party service providers use physical, administrative and technical security measures to protect Your personally identifiable information. While Livingtree attempts to ensure the integrity and security of our network and systems, Livingtree cannot and does not guarantee that these measures will stop third-parties (i.e. hackers) from illegally obtaining Your personally identifiable information. Livingtree will not be responsible or liable for any Loss You suffer or incur as a result of any such breach or for the actions of any third parties that obtained any of Your personally identifiable information as a result of such breach. In an effort to protect Your privacy and security, Livingtree take reasonable steps (such as requiring that You have a unique User ID and Password) to verify Your identity before granting You access to Your Account. You are solely responsible for maintaining the secrecy of Your User ID, Password and other Account information, and for controlling access to your email communications from Livingtree, at all times.
Your Choices About Your Information
You may, of course, decline to submit Your personally identifiable information through the Services, in which case Livingtree may not be able to provide certain Services to You. You may update or correct your Account information and email preferences at any time by changing the settings of Your Account.
Privacy of Minors
Individuals under the age of 18 (i.e. minors) are not permitted to use the Services in any manner. For that reason, Livingtree does not knowingly collect or solicit personally identifiable information from any individual under the age of 18 or knowingly allow such individuals to register for the Services and create an Account. If You are under the age of 18, please do not attempt to register, create an Account or otherwise use the Services in any manner or provide any personally identifiable information (such as Your name, address and email address) to Livingtree. In the event that Livingtree learns that it has collected personally identifiable information from an individual under the age of 18, Livingtree will delete that information as quickly as possible. If You believe that we might have any information from or about an individual under the age of 18, please contact us at firstname.lastname@example.org.
Livingtree is not in any way responsible for the practices employed by the Payment Processor, or for any information, including any personally identifiable information and/or financial information, that You provide to the Payment Processor when making Sponsorship pledges through the Services, even though Your provision of such information may occur on a webpage within the Website. Your disclosure of any such information to the Payment Processor is subject to the Payment Processor’s own rules and policies, which Livingtree has no control over. Please carefully review those rules and policies before proceeding.
Please read these Livingtree.com Terms of Service (this “Agreement”) carefully. This Agreement constitutes a legally binding and enforceable contract between you, either in your individual capacity or as the entity on whose behalf you are authorized to act (in either case, “You” or “Your”), and Livingtree, with respect to Your use of the website located at www.livingtree.com, all other websites owned and operated by Livingtree that redirect You to www.livingtree.com, and all subdomains of any of the foregoing websites (collectively, the “Website”), and the services owned and operated by Livingtree and made available on and through the Website (together with the Website, the “Services”).
Who May Use the Services
The Services are available only to individuals who are at least 18 years old. If You are an individual, You represent and warrant to Livingtree that You are at least 18 years old and of legal age to form a binding contract, and that all registration information You provide from time to time to Livingtree is accurate and complete. Livingtree may, at any time and in its sole discretion and without notice to You, change the eligibility requirements for use of the Services and/or refuse to provide any of the Services to You. The foregoing provision is void where prohibited by applicable law, and Your right to use the Services in any manner is revoked in those jurisdictions.
Access to and/or use of the Services is prohibited by Users located in countries where such access to and/or use of the Services, or any of the Content provided through the Services, is illegal. If You access and/or use the Services in such countries, You do so at your own initiative and risk and are solely responsible for compliance with all local laws.
Summary of the Services
The primary function of the Services is to provide an online funding platform for schools, school administrators and teachers throughout the United States (“Hosts”) who are hosting various educational events and activities (“Events”) to run campaigns on the Website (“Campaigns”) to raise sponsorships for such Events (“Sponsorships”) from various third-party sponsors (“Sponsors”) in exchange for providing Sponsors with certain sponsorship benefits (“Sponsorship Benefits”).
Various content, including, without limitation, videos, photographs, images, artwork, graphics, audio clips, comments, data, text, works of authorship, software, code, scripts and other material and information (collectively, “Content”) is made available through the Services. Hosts, Sponsors and other visitors to and users of the Website (collectively, “Users”) may have the ability to contribute, add, create, upload, submit, distribute, publish, post or otherwise make accessible (collectively, “Submit”) various Content through the Services (each, a “User Submission”).
Livingtree does not guarantee that any Content (including any User Submissions) will be made available through the Services. Livingtree has no obligation to monitor the Services or any Campaign or Content. Livingtree may, at any time and in its sole discretion and without notice to You: (i) cancel, reject, interrupt, remove, or suspend a Campaign; (ii) remove, edit, or modify any Content, including, without limitation, any User Submissions; and (iii) remove or block any User or any User Submission. Livingtree will have no liability whatsoever for taking any of the foregoing actions.
Livingtree may, in its sole discretion and at any time and without notice to You, change, impose limitations or restrictions on, suspend or discontinue any or all of the Services, including, but not limited to, the availability of any feature, database or Content on the Website (collectively, a “Change” to the Services). It is your responsibility to review this Agreement and the Website from time to time to check for Changes to the Services. Your continued use of the Services in any manner following the posting of any Change to the Services constitutes Your acceptance of, and agreement to be bound by, such Change.
Registration with Livingtree
You may visit and browse the Website and view certain Content without registering with Livingtree, but as a condition of using certain aspects of the Services, You may be required to register with Livingtree and create a Website account (“Account”). In registering and creating an Account, You will be required to select a unique name (“User ID”) and password (“Password”). You must provide accurate and complete information when registering with Livingtree and creating an Account, and you must update such information promptly upon its inaccuracy and/or incompleteness. You shall not use as a User ID or as the name of your Event or Campaign any name or term that is: (i) the name of another person, with the intent to impersonate that person; (ii) subject to any third-party rights or restrictions, without appropriate authorization; or (iii) illegal, offensive, vulgar or obscene (as determined by Livingtree in its sole discretion). Livingtree may, at any time and in its sole discretion and without notice to You, refuse the registration of, suspend or cancel an existing User ID or Campaign name. You are solely responsible for maintaining the confidentiality of the Your Password. You are also solely responsible for all activity that occurs on or through Your Account. If You allow a third-party to use Your Account (either intentionally or as a result of Your negligence), all obligations and restrictions set forth in this Agreement with respect to Your use of Your Account and the Services will apply equally to such third-party’s use of Your Account and the Services, and You shall be solely responsible for ensuring that such third-party adheres to such obligations and restrictions and for such third-party’s failure to do so. You shall not use another User’s Account without the other User’s express authorization. You shall immediately notify Livingtree in writing if there is any unauthorized use of Your Account or other Account-related security breaches.
Restrictions on Your Use of the Services
The Services are provided to You only for Your own personal, non-commercial use (except as otherwise permitted under the section of this Agreement entitled “Terms and Conditions with Respect to Campaigns, Sponsorships and Sponsorship Benefits”).
You shall not, directly or indirectly: (i) take any action that imposes or may impose (as determined by Livingtree in its sole discretion) an unreasonable or disproportionately large load on Livingtree, or its third-party providers’, infrastructure; (ii) interfere or attempt to interfere with the proper working of the Website or any activities conducted on or through the Website (including, without limitation, Livingtree’s provision of the Services); (iii) bypass any measures Livingtree may use to prevent or restrict access to the Website (or other accounts, computer systems, or networks connected to the Website); (iv) run Maillist, Listserv, or any form of auto-responder or “spam” on or through the Website; (v) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Website; (vi) decipher, decompile, disassemble, reverse engineer, or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Website; (vii) modify, translate, or otherwise create derivative works of any part of the Website; (viii) copy, rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder; or (ix) take any other action with respect to the Website (including, without limitation, any Content or trademarks, logos or branding incorporated into the Website by Livingtree) that in any way violates Livingtree’s ownership rights therein or any applicable laws.
Terms and Conditions with Respect to Campaigns, Sponsorships and Sponsorship Benefits
The Services provide, among other things, an online funding platform for Hosts to run Campaigns to raise Sponsorships for Events by offering Sponsorship Benefits to potential Sponsors in exchange for their Sponsorships.
In addition to the other terms and conditions set forth in this Agreement, all Hosts and Sponsors agree to the following:
Livingtree is Not Responsible for Disputes Between Users
Livingtree has no obligation to become involved in any dispute between Users or between one or more Users and a third-party (including, without limitation, the Payment Processor), including, without limitation, any dispute with respect to any User Submission, Campaign, Sponsorships, Charges, Net Sponsorship Amounts, or Sponsorship Benefits. Livingtree does not in any way endorse, guarantee or oversee any aspect of any User Submission, Campaign, Sponsorships or Sponsorship Benefits.
Livingtree is not in any way responsible or liable for: (i) any aspect of the relationships, dealings or disputes between Users, or between Users and any third-parties (including, without limitation, the Payment Processor) that are in any way related to User Submissions, Campaigns, Sponsorships, Charges, Net Sponsorship Amounts, Sponsorship Benefits or any other part of the Services; or (ii) for any loss, liability, damage, cost or expense (including, without limitation, attorneys’ fees) (collectively, “Loss”) incurred or suffered by any User as a direct or indirect result of such relationships, dealings or disputes. AS A USER, YOU EXPRESSLY, UNCONDITIONALLY AND IRREVOCABLY RELEASE, WAIVE, FOREVER DISCHARGE AND COVENANT NOT TO SUE Livingtree, AND EACH OF Livingtree’s MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, FOR ANY LOSS THAT YOU INCUR OR SUFFER AS A DIRECT OR INDIRECT RESULT OF YOUR RELATIONSHIPS, DEALINGS OR DISPUTES WITH OTHER USERS, OR WITH ANY OTHER THIRD-PARTIES (INCLUDING, WITHOUT LIMITATION, THE PAYMENT PROCESSOR), THAT ARE IN ANY WAY RELATED TO USER SUBMISSIONS, CAMPAIGNS, SPONSORSHIPS, CHARGES, NET SPONSORSHIP AMOUNTS, SPONSORSHIP BENEFITS OR ANY OTHER PART OF THE SERVICES.
Creating an Account is free; however, there are certain fees that You will be subject to based on which Services You use (collectively, the “Fees”). Livingtree has the sole right to set, and from time to time change, the type and amount of the Fees that are charged for the Services. When You use a Service that is subject to a Fee, You will have an opportunity to review and accept the Fee that You will be charged. You are responsible for paying all Fees associated with Your use of the Services. All Fees will be imposed, collected, and processed directly by the Payment Processor, not Livingtree.
The Services may permit You to link to third-party websites, including those for advertisers and other good or service providers (collectively, “Third-Party Websites”), and Third-Party Websites may contain links to the Website. Your access to and/or use of any and all Third-Party Websites is at Your own risk. You acknowledge and agree that Third-Party Websites are not under the control of Livingtree, and that Livingtree is not in any way responsible or liable for the Content, functions, accuracy, legality, appropriateness, or any other aspect of any Third-Party Website. The inclusion on any Third-Party Website of any link to the Website does not imply endorsement by or affiliation with Livingtree. You further acknowledge and agree that Livingtree shall not be in any way responsible or liable for any Loss that You incur or suffer as a result of your accessing or using any Third-Party Website, or any of the Content, goods or services made available to or purchased by You on or through such Third-Party Website.
Content, User Submissions and Licenses
You acknowledge and agree that the Services contain Content provided by Livingtree and Users, that such Content may include or constitute the trademarks, service marks, slogans, logos, domain names, works of authorship, publicity or other proprietary works of the provider thereof (i.e. Livingtree or a User, as applicable), and that You shall not take any action during or in relation to your use of the Services that is not authorized under this Agreement or that would infringe upon or violate any rights afforded to the provider under applicable law or this Agreement with respect to such Content, including, without limitation, any unauthorized distribution, commercial exploitation (by sale, license, rent or otherwise), reproduction, copying, alteration or modification.
Livingtree grants to each User a limited, worldwide, non-exclusive, non-sublicensable and non-transferable license to use and reproduce the Content made available to the User through use of the Services, solely for personal, non-commercial use. Use, reproduction, modification, distribution, or storage of any Content for other than personal, non-commercial use is prohibited without the prior written consent of Livingtree or the provider of such Content. You shall not sell, license, rent, or otherwise use or exploit any Content for commercial use or in any way that violates any third-party rights.
By making User Submissions on the Website or otherwise through the Services, You agree to the following:
All Content that You access and/or use through the Services is at Your own risk and You will be solely responsible for any resulting Loss suffered or incurred by You or any third-party.
Digital Millennium Copyright Act Notifications
In accordance with the Digital Millennium Copyright Act (the “DMCA”), Livingtree has adopted a policy of, in appropriate circumstances, terminating the Accounts of Users that are repeat infringers of the intellectual property rights of others. Livingtree may also terminate the Account of a User based on a single infringement of such rights.
Livingtree will remove Content from the Website in accordance with the DMCA if properly notified that such Content infringes on the copyright of a third-party. If you are a third-party and believe that any Content published on the Website constitutes copyright infringement of your work, please notify Livingtree’s copyright agent in writing. Your notice must contain the following information (please confirm these requirements with your legal counsel, or review the U.S. Copyright Act, 17 U.S.C. §512(c)(3), for more information):
Under the U.S. Copyright Act, any person who knowingly materially misrepresents that Content is infringing or was removed or disabled by mistake or misidentification may be subject to liability as provided therein.
If you fail to comply with these notice requirements, your notification or counter-notification may not be valid.
Our designated copyright agent for DMCA notices is:
Attention: Copyright Agent
4611 Bee Caves Rd
West Lake Hills, TX 78746
Livingtree may terminate Your Account, delete any of Your User Submissions and/or prohibit You from using or accessing the Services or any portion thereof for any reason (including, without limitation, Your breach of this Agreement), at any time and without notice to You.
If You wish to terminate Your Account, You may do so at any time by following the instructions on the Website. All Charges incurred by You prior to termination are non-refundable.
The termination of Your Account will terminate this Agreement except with respect to those provisions herein which by their nature should survive termination (including, without limitation, those provisions with respect to warranty disclaimers, indemnification obligations, limitations on liability, releases, choice of law and jurisdiction, and miscellaneous provisions) (collectively, the “Surviving Provisions”), which provisions shall survive such termination in perpetuity.
Livingtree HAS NO SPECIAL RELATIONSHIP WITH OR FIDUCIARY DUTY TO YOU. YOU ACKNOWLEDGE THAT Livingtree HAS NO DUTY TO TAKE ANY ACTION REGARDING ANY OF THE FOLLOWING: (I) WHICH USERS ACCESS AND/OR USE THE SERVICES; (II) WHAT CONTENT USERS ACCESS AND/OR USE THROUGH THE SERVICES; (III) WHAT EFFECTS THE CONTENT MAY HAVE ON USERS; (IV) HOW USERS MAY INTERPRET OR USE THE CONTENT; OR (V) WHAT ACTIONS USERS MAY TAKE AS A RESULT OF HAVING BEEN EXPOSED TO THE CONTENT. YOU HEREBY EXPRESSLY, UNCONDITIONALLY AND IRREVOCABLY RELEASE, WAIVE, FOREVER DISCHARGE AND COVENANT NOT TO SUE Livingtree, AND EACH OF Livingtree’s MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, FROM ALL LOSS INCURRED OR SUFFERED BY YOU AS A DIRECT OR INDIRECT RESULT OF ACCESSING AND/OR USING CONTENT THROUGH THE WEBSITE. THE WEBSITE MAY CONTAIN, OR DIRECT YOU TO THIRD-PARTY WEBSITES CONTAINING, CONTENT THAT YOU MAY FIND OFFENSIVE OR INAPPROPRIATE. Livingtree MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING ANY SUCH CONTENT AND SHALL NOT BE LIABLE FOR THE ACCURACY, COPYRIGHT COMPLIANCE, LEGALITY, OR DECENCY OF ANY SUCH CONTENT.
THE SERVICES ARE PROVIDED BY Livingtree “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED BY Livingtree. Livingtree DOES NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS. YOUR USE OF THE SERVICES ARE SOLELY AT YOUR OWN RISK.
You shall defend, indemnify and hold harmless Livingtree, and each of Livingtree’s members, employees, contractors, agents and licensors, against any Loss incurred or suffered by any or all of them as a direct or indirect result of (i) your relationships, dealings or disputes with other Users or with any third-parties (including, without limitation, the Payment Processor or any owners or operators of Third-Party Websites), or (ii) Your breach of this Agreement. Livingtree reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You will assist and cooperate with Livingtree in asserting any available defenses.
Limitations on Liability
IN NO EVENT SHALL Livingtree OR ANY OF ITS MEMBERS, EMPLOYEES, CONTRACTORS, AGENTS AND LICENSORS, BE LIABLE TO YOU, WHETHER UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES, FOR (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING); OR (II) FOR ANY DIRECT DAMAGES TO YOU IN EXCESS OF ONE HUNDRED U.S. DOLLARS (US$ 100). SOME STATES OR COUNTRIES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
Electronic Communications and Notices
By using the Services, You consent to receive all communications from Livingtree(including notices, agreements, legally required disclosures and other information provided by Livingtree regarding the Services) electronically. Livingtree may provide such electronic communications by posting them on the Website. If You desire to withdraw your consent to receive electronic communications from Livingtree, You must discontinue your use of the Services.
All notices from You to Livingtree must be in writing and delivered to Livingtree as follows:
4611 Bee Caves Rd
West Lake Hills, Austin, TX 78746
Choice of Law and Jurisdiction
You agree that this Agreement shall be governed by and construed in accordance with the state laws of the Commonwealth of Virginia and, when applicable, the federal laws of the United States, without giving effect to any principles of conflicts of law, and without application of the Uniform Computer Information Transaction Act or the United Nations Convention of Controls for International Sale of Goods. You agree that the Services are deemed a passive website that does not give rise to personal jurisdiction over Livingtree or its members, employees, contractors, agents or licensors, either specific or general, in any jurisdiction other than the Commonwealth of Virginia.
You agree that any action, hearing, litigation, lawsuit or other proceeding of any nature whatsoever (each, a “Proceeding”) arising out of or relating to this Agreement shall be brought in the state or, if jurisdiction can be established, federal courts located in the Commonwealth of Virginia. You irrevocably submit to the exclusive jurisdiction of each such court in any such Proceeding, waive any objection You may now or hereafter have to venue or to convenience of forum, agree that all claims in respect of such Proceeding shall be heard and determined only in any such court, and agree not to bring any Proceeding arising out of or relating to this Agreement in any other court. YOU KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE YOUR RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. In any Proceeding to enforce this Agreement, the prevailing party will be entitled to recover its costs and reasonable attorneys’ fees.
Livingtree shall not be liable for any failure to perform its obligations hereunder where the failure results from any cause beyond Livingtree’s reasonable control, including, without limitation, mechanical, electronic, or communications failure or degradation. This Agreement is personal to You and may not be, in whole or in part, assigned, transferred, or sublicensed by You except with Livingtree’s prior written consent (which consent Edbacker may withhold in its sole discretion). Livingtree may assign, transfer, or delegate any of its rights and obligations hereunder without Your consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. No waiver of any provision of this Agreement will be effective against Livingtree unless in writing and signed by an authorized representative of Edbacker. Any such waiver by Edbacker will not be construed as a subsequent waiver of the same provision or a waiver of any other provision unless otherwise expressly set forth in the written waiver. This Agreement (including all terms and conditions expressly set forth herein or expressly incorporated herein by reference) constitutes the entire understanding and agreement between You and Edbacker with respect to the Services, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between You and Edbacker with respect to the subject matter hereof. If any provision in this Agreement is held invalid, illegal or unenforceable by a court or regulatory body of competent jurisdiction, such provision will be construed, limited or, if necessary, severed from this Agreement to the extent necessary to eliminate such invalidity, illegality or unenforceability, and all remaining provisions in this Agreement will remain in full force and effect.