1. ACCEPTANCE OF TERMS
BY CLICKING THE “I AGREE” BUTTON ON THE ACCOUNT REGISTRATION OR PAYMENT PAGE OR BY ACCESSING, VISITING, BROWSING, USING OR ATTEMPTING TO INTERACT WITH ANY PART OF THIS WEB SITE, OR OTHER WEALTHCLINIC SOFTWARE, SERVICES, WEBSITES OR ANY OF WEALTHCLINIC’S LICENSEES SERVICES OR SOFTWARE, YOU AGREE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT.
IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEB SITE.
2. MODIFICATIONS TO THIS AGREEMENT
We reserve the right, at our sole discretion, to change, modify or otherwise alter these terms and conditions at any time without providing notice to you. Such modifications shall become effective immediately upon the posting thereof. Section of this agreement may be directed towards contemplated services, although currently not available on the Site. You must review this agreement on a regular basis to keep yourself apprised of any changes. You can find the most recent version of the TOU at: http://www.wealthclinic.com/terms-of-use.html
3. ACCESS TO THIS SITE
3.1 Not for Children. This site is not intended for anyone under 18 years of age.
3.3 Access Rights. WEALTHCLINIC grants you a limited, revocable, nonexclusive license to access the Web Service for your own personal use. This license does not include:
(a) access to the Service by Posting Agents; or
(b) any collection, aggregation, copying, duplication, display or derivative use of the Web Service nor any use of data mining, robots, spiders, or similar data gathering and extraction tools for any purpose unless expresslypermitted by WEALTHCLINIC.
A limited exception to (b) is provided to general purpose internet search engines and non-commercial public archives that use such tools to gather information for the sole purpose of displaying hyperlinks to the Web Service, provided they each do so from a stable IP address or range of IP addresses using an easily identifiable agent.
“General purpose internet search engine” does not include a website or search engine or other service that specializes in classified listings or in any subset of classifieds listings such as jobs, housing, for sale, services, or personals, or which is in the business of providing classified ad listing services.
You may also create a hyperlink to the home page of WEALTHCLINIC sites so long as the link does not portray WEALTHCLINIC, its employees, or its affiliates in a false, misleading, derogatory, or otherwise offensive matter.
To access this site or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of this site that all the information you provide on this site will be correct, current, and complete. If WEALTHCLINIC believes the information you provide is not correct, current, or complete, WEALTHCLINIC has the right to refuse you access to this site or any of its resources, and to terminate or suspend your access at any time.
Limitations on Linking and Framing. You may establish a hypertext link to the Site so long as the link does not state or imply any sponsorship of your site by us or by the Site. However, you may not, without our prior written permission, frame or inline link any of the content of the Site, or incorporate into another website or other service any of our material, content or intellectual property.
4. PROPRIETARY INFORMATION
You may not modify, copy, distribute, display, send, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, content, software, products or services obtained from or otherwise connected to WEALTHCLINIC’s websites. Additionally, you may not use the Site or the Content available on the Site in a manner that constitutes an infringement of our rights or that has not been authorized by us
Use of the Service beyond the scope of authorized access granted to you by WEALTHCLINIC immediately terminates said permission or license. In order to collect, aggregate, copy, duplicate, display or make derivative use of the Web Service or any Content made available via the Service for other purposes (including commercial purposes) not stated herein, you must first obtain a license from WEALTHCLINIC.
5. RESTRICTIONS ON USE
6. PURCHASE FROM THE SITE
6.1 Payment. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You further agree that you are responsible for full timely payment of fees paid as installments, regardless of whether you actually used, attend, or complete the program, course or event, and regardless of whether you have selected a lump sum or monthly payment plan. You agree to only purchase goods or services for yourself or for another person for whom you are legally permitted to do so. When making a purchase for a third party that requires you to submit the third party’s personal information to us or a merchant, you represent that you have obtained the express consent of such third party to provide such third party’s personal information.
6.2 Refund Policy. Subscription to the site is not subject to refund. If for any reason WealthClinic terminates your access to the site for any reason you are not entitled to a refund of fees paid. Your purchase of a product or service or ticket to an event may or may not provide for any refund. Each specific product, service, event or course will specify its own refund policy. In the event a refund policy is not specified, then the policy is the purchase is non-refundable.
6.3 Third Party Purchases. Certain sections of the Site may allow you to purchase many different types of products and services online that are provided by third parties. We are not responsible for the quality, accuracy, timeliness, reliability or any other aspect of these products and services. If you make a purchase from a merchant on the Site or on a site linked to by the Site, the information obtained during your visit to that merchant’s online store or site, and the information that you give as part of the transaction, such as your credit card number and contact information, may be collected by both the merchant and us. A merchant may have privacy and data collection practices that are different from ours. We have no responsibility or liability for these independent policies. In addition, when you purchase products or services on or through the Site, you may be subject to additional terms and conditions that specifically apply to your purchase or use of such products or services. For more information regarding a merchant, its online store, its privacy policies, and/or any additional terms and conditions that may apply, visit that merchant’s website and click on its information links or contact the merchant directly. You release us and our affiliates from any damages that you incur, and agree not to assert any claims against us or them, arising from your purchase or use of any products or services made available by third parties through the Site.
Your participation, correspondence or business dealings with any third party found on or through our Site, regarding payment and delivery of specific goods and services, and any other terms, conditions, representations or warranties associated with such dealings, are solely between you and such third party. You agree that COMPANY shall not be responsible or liable for any loss, damage, or other matters of any sort incurred as the result of such dealings.
6.4. Contact information – WealthClinic PO Box 4010, Sedona, AZ 86340 U.S.A – email@example.com – 530-448-7081
7. PERSONAL AND NON-COMMERCIAL USE LIMITATION
WEALTHCLINIC’s Site(s) are for your personal and non-commercial use, unless otherwise specified. You may not use this site for any other purpose, including any commercial purpose, without WEALTHCLINIC’s express prior written consent.
You acknowledge that COMPANY has the right but not the obligation to use and display any postings or contributions of any kind and that COMPANY may elect to cease the use and display of any such materials (or any portion thereof), at any time for any reason whatsoever.
You further acknowledge and agree that you grant WEALTHCLINIC a royalty-free, perpetual, irrevocable, unrestricted, worldwide, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, and display any and all content, remarks, suggestions, ideas, graphics, or other information communicated, submitted or posted to WEALTHCLINIC through this site, email or by direct mail (together, the “Submission”) originally created by you and to incorporate any Submission in other works in any form, media, or technology now known or later developed. Thus, WEALTHCLINIC shall have the right to exploit any or all of the results and proceeds in any and all media, now known or hereafter devised, throughout the universe, in perpetuity, in all languages, as WEALTHCLINIC determines without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future WEALTHCLINIC operations. WEALTHCLINIC will not be required to treat any Submission as confidential, and may use any Submission in its business (including without limitation, for products or advertising) without incurring any liability for royalties or any other consideration of any kind, and will not incur any liability as a result of any similarities that may appear in future WEALTHCLINIC operations. The foregoing grant shall include the right to exploit any proprietary rights in such posting or submission, including, but not limited to, rights under copyright, trademark, service mark or patent laws under any relevant jurisdiction. Also, in connection with the exercise of such rights, you grant us, and anyone authorized by us, the right to identify you as the author of any of your postings or submissions by name, email address or screen name, as we deem appropriate.
9. CONDUCT AND USE OF COMMUNICATION SERVICES
WEALTHCLINIC’s websites may contain forums, bulletin board services, chat areas, message boards, news groups, communities, personal web pages, calendars, and/or other message or communication facilities designed to allow you to communicate with WEALTHCLINIC, the Internet community or with a group (collectively, “Communications Services”). You agree to use the Communication Services only to post, send and receive messages and content that are proper and related to the particular Communication Service.
Among other actions, when using a Communication Service, you agree that you will not post, send, submit, publish, or transmit in connection with this site any material that:
i) you do not have the right to post, including proprietary material of any third party, such as files containing software or other material protected by intellectual property laws (or by rights of privacy or publicity);
ii) advocates illegal activity or discusses an intent to commit an illegal act;
iii) is vulgar, obscene, pornographic, or indecent;
iv) does not pertain directly to this site;
v) threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
vi) seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
vii) harvests or otherwise collects information about others, including e-mail addresses, without their consent;
viii) violates any law or may be considered to violate any law;
ix) impersonates or misrepresents your connection to any other entity, including, but not limited to, a WEALTHCLINIC employee, or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
x) falsifies or deletes any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is permissible uploaded;
xi) advertises any commercial endeavor (e.g., offering for sale products or services) or otherwise engages in any commercial activity (e.g., conducting raffles or contests, displaying sponsorship banners, and/or soliciting goods or services) except as may be specifically authorized on this site;
xii) solicits funds, advertisers or sponsors;
xiii) includes programs that contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
xiv) disrupts the normal flow of dialogue or otherwise act in a way which affects the ability of other people to engage in real time activities via this site;
xv) restrict or inhibit any other user from using and enjoying the Site;
xvi) amounts to a “pyramid” or other like scheme, including contests, chain letters, and surveys;
xvii) disobeys any policy or regulations including any code of conduct or other guidelines, established from time to time regarding use of this site or any networks connected to this site; or
xviii) contains hyper-links to other sites that contain content that falls within the descriptions set forth above.
10. THIRD PARTY CONTENT, SITES, AND SERVICES
WEALTHCLINIC sites and Content available through the Web Service may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of WEALTHCLINIC, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Our linking to such third-party sites does not imply an endorsement or sponsorship of such sites, or the information, products or services offered on or through the sites. In addition, neither we nor affiliates operate or control in any respect any information, products or services that third parties may provide on or through the Site or on websites linked to by us on the Site.
If applicable, any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties, including information providers, are those of the respective authors or distributors, and not COMPANY. Neither COMPANY nor any third-party provider of information guarantees the accuracy, completeness, or usefulness of any content. Furthermore, COMPANY neither endorses nor is responsible for the accuracy and reliability of any opinion, advice, or statement made on any of the Sites by anyone other than an authorized COMPANY representative while acting in his/her official capacity.
Your interactions with organizations and/or individuals found on or through the Web Service, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. WEALTHCLINIC DOES NOT MAKE ANY REPRESENTATIONS AS TO A THIRD PARTY’S ABILITIES, QUALIFICATIONS, CERTIFICATIONS, LICENSES OR THE LIKE.
You agree that WEALTHCLINIC shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on this site, or between users and any third party, you understand and agree that WEALTHCLINIC is under no obligation to become involved. In the event that you have a dispute with one or more other users or third-parties, you hereby release WEALTHCLINIC, its officers, employees, agents and successors in rights from claims, demands and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes and/or our service.
WEALTHCLINIC STRONGLY RECOMMENDS THAT YOU CONTACT ANY THIRD PARTY PROVIDER AND CONFIRM THE ACCURACY AND THOROUGHNESS OF ITS PRODUCT DESCRIPTION (EVEN IF THE PRODUCT DESCRIPTION APPEARED ON THE WEALTHCLINIC WEBSITE OR OTHERWISE IN THE SERVICES) BEFORE MAKING ANY PURCHASE OF SUCH PRODUCT.
You should directly contact any such Third Party Providers if you have questions regarding its products or services. If you determine to purchase any products or services from a Third Party Provider (a “Third Party Purchase”), the contract for such Third Party Purchase will be between you and that Third Party Provider (and WEALTHCLINIC is not a party to such arrangement). In most cases this will mean that there are additional terms and conditions governing the contract for the Third Party Purchase as each Third Party Provider will have its own terms and conditions relating to the sale of its products or services. These will include terms relating to payment, delivery, returns, etc. Please make sure that you have read these terms and conditions before completing your transaction. All relevant terms and conditions should be available to you on the Third Party Provider’s website. If you make a Third Party Purchase, the Third Party Provider may pay WEALTHCLINIC a referral fee arising from such sale. You should carefully consider whether the products or services offered by a Third Party Provider are right for you prior to making any Third Party Purchase.
11. NOTIFICATION OF CLAIMS OF INFRINGEMENT
We respect the intellectual property of others, and require that our users do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our Copyright Agent Leisa Peterson; Email firstname.lastname@example.org (“Agent”), or with our Designated Agent to Receive Notification of claims of Infringement registered with the US Copyright Office. Please provide our Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):
a) Identify the material on the WealthClinic site that you claim is infringing, with enough detail so that we may locate it on the website;
b) A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
c) A statement by you declaring under penalty of perjury that (1) the above information in your Notice is accurate, and (2) that you are the owner of the copyright interest involved or that you are authorized to act on behalf of that owner;
d) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; and
e) Your physical or electronic signature.
WealthClinic will remove the infringing posting(s), subject to the procedures outlined in the Digital Millennium Copyright Act (DMCA). You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.
12.1 No Guarantees of Income. When addressing financial matters in any of our Sites, videos, newsletters or other content, we’ve taken every effort to ensure we accurately represent our programs and their ability to grow your business and improve your life. WEALTHCLINIC will endeavor to share our best information about setting and accomplishing your goals. WEALTHCLINIC will also do our best to share information and advice which we believe should give you an advantage in business and in life. However, we make no assurances or guarantees that what we share with you will produce any specific result or generate any specific amount of income for you. This is not a “get rich scheme.” Nothing on our Sites is a promise or guarantee of earnings. Your level of success in attaining similar results is dependent upon a factors including your skill, knowledge, ability, dedication, business savvy, network, and financial situation, to name a few. Because these factors differ according to individuals, we cannot and do not guarantee your success, income level, or ability to earn revenue. You alone are responsible for your actions and results in life and business. Any forward-looking statements outlined on our Sites are simply our opinion and thus are not guarantees or promises for actual performance. We must make these disclaimers because we are not offering a franchise, securities, or an investment contract of any kind. Instead, we are offering education based on our own learned experience.
12.2 No Professional Advice. You understand that WEALTHCLINIC is not qualified to provide tax, accounting, or financial advice, and the information provided to you by WEALTHCLINIC is not intended as such. You should refer all legal, tax, accounting, and financially related inquiries to appropriately qualified professionals.
The information contained in or made available through our sites (including but not limited to information contained on videos, message boards, comments, on coaching calls, in emails, in text files, or in chats) cannot replace or substitute for the services of trained professionals in any field, including, but not limited to, financial, medical, psychological, or legal matters. In particular, you should regularly consult a doctor in all matters relating to physical or mental health, particularly concerning any symptoms that may require diagnosis or medical attention. We and our licensors or suppliers make no representations or warranties concerning any treatment, action, or application of medication or preparation by any person following the information offered or provided within or through the Sites. Neither we nor our partners, or any of their affiliates, will be liable for any direct, indirect, consequential, special, exemplary or other damages that may result, including but not limited to economic loss, injury, illness or death. You alone are responsible and accountable for your decisions, actions and results in life, and by your use of the Sites, you agree not to attempt to hold us liable for any such decisions, actions or results, at any time, under any circumstance.
12.3 Site and Content are Provided AS IS. You further understand that WEALTHCLINIC cannot and does not guarantee or warrant that files available for downloading from the Internet will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this site for any reconstruction of any lost data. WEALTHCLINIC does not assume any responsibility or risk for your use of the Internet.
The Content is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by WEALTHCLINIC. THIS SITE IS CONTINUALLY UNDER DEVELOPMENT AND COMPANY MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE.
YOUR USE OF THIS SITE IS AT YOUR OWN RISK. THE CONTENT IS PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. WEALTHCLINIC DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR MATERIALS ON THIS SITE OR ON THIRD-PARTY SITES IN TERMS OF THEIR CORRECTNESS, ACCURACY, TIMELINESS, RELIABILITY OR OTHERWISE. WEALTHCLINIC DOES NOT WARRANT THAT THE FUNCTIONS OR CONTENT CONTAINED IN THIS SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WEALTHCLINIC DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE CONTENT MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND WEALTHCLINIC MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. YOU, AND NOT WEALTHCLINIC, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE USE OF THIS SITE OR ITS CONTENT. WEALTHCLINIC MAKES NO WARRANTIES THAT YOUR USE OF THE CONTENT WILL NOT INFRINGE THE RIGHTS OF OTHERS AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ERRORS OR OMISSIONS IN SUCH CONTENT.
All of the information in this site, whether historical in nature or forward-looking, speaks only as of the date the information is posted on this site, and WEALTHCLINIC does not undertake any obligation to update such information after it is posted or to remove such information from this site if it is not, or is no longer accurate or complete.
13. LIMITATION ON LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WEALTHCLINIC, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF WEALTHCLINIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF WEALTHCLINIC AND ITS SUBSIDIARIES, AFFILIATES, LICENSORS, SERVICE PROVIDERS, CONTENT PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS TO ANY PARTY (REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED THE GREATER OF $100 OR THE AMOUNT YOU HAVE PAID TO WEALTHCLINIC FOR THE APPLICABLE CONTENT, PRODUCT, OR SERVICE OUT OF WHICH LIABILITY AROSE. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. In some jurisdictions, limitations of liability are not permitted or limited. In such jurisdictions, some of the foregoing limitation may not apply to you.
To use certain features of the Site, you will need a username and password, which you will receive through the Site’s registration process. Any passwords used for this site are for individual use only. You will be responsible for the security of your password (if any). You are responsible for maintaining the confidentiality of the password and account, and are responsible for all activities (whether by you or by others) that occur under your password or account. You agree to notify us immediately of any unauthorized use of your password or account or any other breach of security, and to ensure that you exit from your account at the end of each session. We cannot and will not be liable for any loss or damage arising from your failure to protect your password or account information. WEALTHCLINIC will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that WEALTHCLINIC considers insecure, WEALTHCLINIC will be entitled to require the password to be changed and/or terminate your account.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS WEALTHCLINIC FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY WEALTHCLINIC DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER WEALTHCLINIC OR LAW ENFORCEMENT AUTHORITIES.
16.1 No Partnership, Joint Venture, etc. You agree that no joint venture, partnership, employment, or agency relationship exists between you and WEALTHCLINIC as a result of this agreement or use of WEALTHCLINIC websites.
16.2 Non-Disparagement. In the event of a dispute between the parties, the parties agree that they neither will engage in any conduct nor communications, public or private, designed to disparage, misrepresent, or portray in a false light the other, nor any employee, agent, client, or independent contractor of WEALTHCLINIC.
16.3 Governing Law and Jurisdiction. The formation, construction, performance and enforcement of this Agreement shall be governed solely in accordance with the laws of the state of Arizona without regard to its conﬂict of law provisions or the conﬂict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties’ speciﬁcally consent to the personal and exclusive jurisdiction of the local, state and federal courts of Arizona. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process in accordance with the Laws of the State of Arizona.
16.4 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
16.5 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.