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LICENSE AND SERVICE AGREEMENT

THIS LICENSE AND SERVICE AGREEMENT (“Agreement”) is made between Alpine Audio Now, LLC, a Delaware limited liability company, with its principal office at 888 16th Street, NW, Suite 150, Washington, DC 20006 (“AudioNow”), and the individual or entity that, accepts this Agreement through Licensor’s commercial website by affirmatively checking the acceptance box or clicking “Agree” (“Affirmative Assent”), but only after having carefully read and agreed to the terms and conditions set forth herein (the “Licensee”). This Agreement is effective as of the date when Licensee accepts this Agreement by providing its Affirmative Assent (the “Effective Date”). (Digital and Licensee are each individually a “Party” and, collectively, the “Parties”).

THE PARTIES RECITE AS FOLLOWS: AudioNow has developed a certain proprietary technical equipment and software infrastructure that serves as a transitory conduit for the transmission of audio content by radio stations, television stations and other broadcasters and programming services to be accessed by phone callers by dialing certain telephone numbers answered on it known as AudioNow’s “Call-to-Listen^™” service (the “AudioNow Platform”). Licensee is the owner or licensee of certain content (the “Licensee Content”) and desires to connect to and use the AudioNow Platform to make available to phone callers the Licensee Content and to grant AudioNow all licenses and permissions necessary, if any to allow phone callers to connect to the Licensee Content through the AudioNow Platform. For purposes of this Agreement AudioNow will designate certain AudioNow telephone numbers pursuant to this Agreement which, when dialed and answered, will allow the caller to listen to the Licensee Content (the “Telephone Numbers”).

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to the following TERMS AND CONDITIONS:

Recitals. The Recitals above are incorporated herein and made a part hereof.
Term and Termination. This Agreement is effective from the Effective Date and for an initial term of one (1) year (the “Initial Term”), and will automatically renew for subsequent successive one (1) year term periods (each, a “Subsequent Term”), unless either Party elects to terminate, by written notice to the other, delivered no later than ten (10) days prior to the end of the Initial Term or of any Subsequent Term, as applicable. Notwithstanding any of the foregoing, either Party may terminate this Agreement at any time with 30 days’ advance written notice to the other Party; provided further that: (i) AudioNow may terminate this Agreement immediately, without notice, if Licensee violates the Standard of Conduct set forth herein, and/or (ii) Licensee may terminate this Agreement immediately if Licensee receives good faith notice on valid and reasonable grounds from a third party that any Licensee Content infringes that third party’s intellectual property rights.
Licenses.
1. Transmission of Licensee Content. Licensee hereby grants to AudioNow a fullypaid, nonexclusive, sublicenseable, transferable, worldwide, and revocable right and license to distribute, publicly display, communicate to the public, publicly perform, and otherwise use and exploit the transmission and transmission signal in which the Licensee Content is embodied for purposes contemplated under this Agreement via any transmission medium, device or application now known or hereafter developed, including, without limitation, the AudioNow Platform. Licensee acknowledges that, due to, among other things, changes in technology and the telecommunications industry from time to time, listeners may access Licensee Content on the AudioNow Platform from access numbers other than the Telephone Numbers specifically assigned to Licensee. The license granted herein does not include the right to copy or reproduce the Licensee Content, except as necessary to provide services as described herein.
2. Use of AudioNow Platform by Licensee. Licensee hereby acknowledges and agrees that AudioNow owns all right, title, and interest in and to the AudioNow Platform, including without limitation all intellectual property rights therein. Licensee agrees and acknowledges that the AudioNow Platform is protected by the intellectual property laws of the United States and those of other countries, including patent and copyright law, and international treaties. AudioNow hereby grants to Licensee a fullypaid, nontransferable, nonsublicenseable, nonexclusive, revocable right and license to use the AudioNow Platform, subject to the terms of this Agreement, during the term of this Agreement solely for the purpose of receiving services from AudioNow pursuant to this Agreement. The licenses granted herein do not include nor will they be deemed to include any right to copy, reproduce, or to access any code of any software or technology, whether in whole or in part, of the AudioNow Platform. The patents, software and any technology of the AudioNow Platform, whether now existing or developed in the future are proprietary to AudioNow, and AudioNow shall hold title therein. Licensee shall not have the right to inspect, sell, transfer, publish, disclose, display or otherwise make available any code, whether in whole or in part, of any software of the AudioNow Platform. Violation of any provision of this paragraph shall be the basis for immediate termination of this Agreement.
3. Use of Trademarks, Website Links, and Social Media Links. Subject to the terms and conditions of this Agreement and for the term of this Agreement only, the Parties grant each other a non-transferable, nonexclusive, revocable and limited right and license to use their and their licensors’ respective names, trademarks, website links, and social media links solely in connection with AudioNow providing services and Licensee receiving services under this Agreement (sometimes referred to herein, collectively, as “Marks”), such services being agreed and acknowledged by both parties to expressly include the listing of Licensee’s name, trademarks, website links, and social media links in online or applicationbased directories or indexes or web, mobile or other applications created and maintained by AudioNow, or an affiliate or contractor of AudioNow. Each Party owns and shall own all right, title and interest in and to its names, trademarks, website links, and social media links, and each Party acknowledges and agrees that all goodwill associated with its names, trademarks, website links, and social media links shall inure solely to the benefit of its respective owner. Further, each permitted use hereunder shall be subject to any usage guidelines and notice requirements that may be provided by one Party to the other from time to time. A Party will have the right to request from the other Party, upon reasonable notice, examples of usage under this paragraph. Licensee agrees to provide notice of the proper use of “Call to Listen” by providing the appropriate “TM” in connection with any such usage. The following example illustrates how the trademark notice should be used: “Call to Listen^™”. The asterisk should reference a footnote on the page that states: “The phrase, ‘Call to Listen^™’ is a trademark of Alpine Audio Now, LLC and is used by permission. The uncured breach of any provision of this paragraph shall be the basis for immediate termination of the applicable license hereunder.
4. Use of Marks. Use of a Party’s Marks by the other shall be subject to the licensor’s, in such scenario, right, in its sole discretion, to change the appearance and/or style of its own Marks, from time-to-time. Each party covenants and agrees to observe, at all times, high standards of quality in the provision of its Services with which the other Party’s Marks are used and in advertising, promotional, and other related uses of the Marks and to use the other Party’s Marks solely in the form and manner prescribed by the Party owning the Marks. If a Party fails to conform to such use and/or in any way tarnishes or blurs the other’s Marks or otherwise infringes upon the other’s rights in and to such Marks, the Party owning the Marks shall have the right to suspend the other Party’s use of the Marks after providing the violating party with notice of such violation and a period of ten (10) days after such notice to cure such violation. Moreover, neither Party shall, and both Parties do hereby covenant and agree not to, cancel or oppose or seek to cancel or oppose any of the other’s current or future application or registration or the other’s use of its Marks.
5. Grant of Additional Rights to AudioNow. Licensee hereby authorizes and grants to AudioNow the right to: (1) incorporate and include Licensee in any online or applicationbased directories or indexes or web, mobile or other applications created and maintained by AudioNow or by an affiliate or contractor of AudioNow; and (2) reformat or transcode any transmission signal by Licensee to facilitate the connection of that transmission to the AudioNow Platform or any web, mobile or other digital application created and maintained by AudioNow, or an affiliate or contractor of AudioNow.
Services. AudioNow shall designate to Licensee certain Telephone Numbers, as the Parties may from time to time agree, and permit Licensee to connect its Licensee Content to the AudioNow Platform and be accessible by phone callers by dialing those certain Telephone Numbers or other telephone numbers connecting to the AudioNow Platform. Licensee agrees and acknowledges that the services provided by AudioNow hereunder are not telecommunications services under applicable state law, federal law (including 47 U.S.C. §153 et seq.), Federal Communications Commission regulations, state public utilities regulations, or regulations of any other regulatory body in the United States and that AudioNow has no control over, and is not responsible to Licensee or its listeners for, any surcharges, rates or fees that may be imposed on callers by telecom providers. Licensee agrees to include language in any ads or promotional materials concerning the Call to Listen^™ service advising listeners to check the terms of their individual calling plans for rate information. At the termination of this Agreement, Licensee shall cease using or exercising any right whatsoever with respect to any Telephone Number allocated by AudioNow to Licensee for purposes of this Agreement. LICENSEE ACKNOWLEDGES THAT AUDIONOW OWNS OR HAS SOLE DISCRETION AND CONTROL OVER ALL TELEPHONE NUMBERS AND LICENSEE HEREBY ASSIGNS AND RELINQUISHES TO AUDIONOW ANY AND ALL RIGHTS LICENSEE MAY HAVE OR ACQUIRE IN CONNECTION WITH THE USE OF THE TELEPHONE NUMBERS.
Licensee Registration. In consideration of Licensee’s use of the AudioNow Platform, if applicable, Licensee agrees to: (a) provide true, accurate, current and complete information about Licensee as prompted by AudioNow registration form (the “Registration Data”) and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If Licensee provides any information that is untrue, inaccurate, not current or incomplete, or AudioNow has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, AudioNow has the right to suspend or terminate Licensee’s account and immediately terminate this Agreement.
AudioNow Platform Features and AudioNow Content.
1. AudioNow reserves and shall have without limitation, in its sole discretion, the right to insert prior to, during, and/or after the transmission by Licensee of the Licensee Content via the AudioNow Platform certain interactive and noninteractive content or features, including advertisements and polling (“AudioNow Features”). The AudioNow Features will be of quality and standard within the AudioNow’s advertising standards found here (“AudioNow’s Advertising Standards”).
2. Licensee acknowledges that AudioNow and/or its corporate affiliates have created and may create certain proprietary content (“AudioNow Content”) to which AudioNow owns or controls all rights, title and interest. AudioNow shall have the right, in its sole discretion, to make available the AudioNow Content to listeners via the AudioNow Platform. Licensee agrees that (i) AudioNow will have sole control over all material embodied in the AudioNow Content; (ii) the AudioNow Content will be available exclusively via the AudioNow Platform; and (iii) Licensee shall have no right or license, or be deemed to have any right or license, in or to the AudioNow Content, including, without limitation, any right to reproduce, redistribute, broadcast, retransmit, sublicense or otherwise transfer the AudioNow Content. AudioNow hereby represents and warrants that it has all rights with respect to its AudioNow Content and will hold Licensee harmless from and against any third party claim of infringement with respect to the AudioNow Content.
Warranties.
1. Licensee represents and warrants that Licensee has full power and authority to enter into this Agreement and to grant the rights granted by Licensee to AudioNow in this Agreement; that Licensee owns or has all rights, all licenses or permissions necessary for the transmittal of the Licensee Content through the AudioNow Platform and/or the transmittal of the Licensee Content through a digital application to end users wherever such services are available and by whatever means an end-user accesses such Licensee Content, including, without limitation, via the AudioNow Platform (it being understood that the services may be available anywhere in the world); wherever such Service is available; that the use of Licensee Content by AudioNow pursuant to this Agreement does not and will not violate any rights; that Licensee has obtained a worldwide public performance license from the owner(s) of the Licensee Content, or any portion thereof, including, without limitation, musical works and sound recordings; that the Licensee Content does not and will not: (i) contain any libelous or obscene material or injurious formulas, recipes, or instructions; (ii) infringe any trade name, trademark, or copyright; (iii) invade or violate any right of privacy, personal, proprietary, common law or statutory rights, federal or state regulations, health care privacy regulations, and principles of ethical advertising; that Licensee, if appropriate, has obtained appropriate permission for the worldwide use of the Licensee Content or any part thereof for purposes of this Agreement; that the material contained in the Licensee Content is accurate and would not cause injury if accurately used or followed; and that Licensee has the ability to remove and shall remove any Licensee Content that is determined not to comply with the foregoing representations promptly after receipt of notice from AudioNow, a third-party content owner, or a licensing agency or authority. Licensee specifically agrees that it will promptly (in no event to exceed 10 days) provide to AudioNow, upon AudioNow’s request, proof of any Licensee Content related right or license Licensee is obligated to obtain or hold under this Agreement.
2. AudioNow hereby represents and warrants that it has full power and authority to enter into this Agreement and to grant the rights granted by AudioNow to Licensee in this Agreement; that AudioNow owns or has the licenses and permissions necessary to link to any third party websites or applications and to transmit or make available the AudioNow Features; and that the AudioNow Features or the use and/or transmission thereof will not infringe upon any trade name, trademark, or copyright of any third party.
Standard of Conduct; Content. Licensee acknowledges and agrees that: the Licensee Content, including all information, data, text, music, sound, or other materials, is the sole responsibility of Licensee or the provider from whom such Licensee Content originated; Licensee (and not AudioNow) is entirely responsible for all Licensee Content transmitted through the AudioNow Platform; AudioNow does not control the Licensee Content and, as such, cannot guarantee the accuracy, integrity or quality of such Licensee Content; Under no circumstances will AudioNow be liable in any way for any content, including, but not limited to, any errors or omissions in any content, or any loss or damage of any kind incurred as a result of the use of any content transmitted or otherwise made available via the AudioNow Platform. LICENSEE AGREES ACKNOWLEDGES AND AGREES THAT LICENSEE SHALL NOT USE THE AUDIONOW PLATFORM TO: (a) upload, transmit, or otherwise make available any content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful, or racially, ethnically, otherwise objectionable or in violation of AudioNow’s Advertising Standards; (b) harm minors in any way; (c) impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person, country or entity; (d) forge content or otherwise manipulate it in order to disguise the origin of any content transmitted through the AudioNow Platform ; (e) upload, post, transmit, or otherwise make available any content that Licensee does not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (f) upload, post, transmit or otherwise make available any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights (“Rights”) of any party; (g) upload, post, transmit, or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment; (h) interfere with or disrupt the AudioNow Platform or servers or networks connected to the AudioNow Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the AudioNow Platform ; (i) intentionally or unintentionally violate any applicable local, state, national or international law, including, but not limited to, regulations promulgated by the U.S. Department of the Treasury, U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law; or (j) provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to Section 219 of the Immigration and Nationality Act or applicable U.S. Department of the Treasury rules promulgated under the Office of Foreign Assets Control unless exempted by statute. LICENSEE FURTHER ACKNOWLEDGES AND AGRESS THAT: AudioNow may or may not prescreen Licensee’s Content, and that AudioNow and its designees shall have the right (but not the obligation) in its sole discretion to prescreen, refuse, or remove any illegal content that is transmitted through the AudioNow Platform. LICENSEE FURTHER ACKNOWLEDGES, AGREES, AND CONSENTS that AudioNow may access, preserve and disclose Licensee's account information and Licensee Content, if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce this Agreement; (iii) respond to claims that any Licensee Content violates the rights of third parties; (iv) respond to Licensee’s requests for customer service; or (v) protect the rights, property or personal safety of AudioNow, its broadcasters and the public.
International Use and Export and Import Compliance. Licensee agrees to comply with all local rules regarding acceptable content. Use of the AudioNow Platform and transfer, posting and uploading of software, technology, and other technical data, if any, via the AudioNow Platform may be subject to the export and import laws of the United States and other countries. Licensee agrees to comply with all applicable export and import laws and regulations, including without limitation the Export Administration Regulations (see http://www.access.gpo.gov/bis/ear/ear_data.html) and sanctions control programs of the United States (see http://www.treasury.gov/resource-center/sanctions/Programs/Pages/Programs.aspx). Licensee represents and warrants that Licensee is not a prohibited party identified on any government export exclusion lists (see http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm) or a member of a government of any other exportprohibited countries as identified in applicable export and import laws and regulations.
PostTermination Rights. Upon the termination and/or expiration of this Agreement, all rights and licenses granted by one Party to the other Party under this Agreement shall forthwith terminate and immediately revert to owner of such right and license.
Marketing of AudioNow’s Services. As sole consideration for receipt of the services hereunder, Licensee shall market and promote AudioNow’s services to its listeners on a regular basis on its social networking sites, if any, provided that such marketing and promotion is not in violation of any law. At the request of an AudioNow ENTITY, Licensee shall submit proof of such marketing and promotional efforts within ten (10) business days after such request. Failure to provide proof of performance shall constitute a material breach of this Agreement and may result in termination of this Agreement.
Amendment. Licensee acknowledges and agrees that AudioNow may modify or amend from time to time the terms of this Agreement unilaterally, without Licensee’s consent but with prior notice as set forth in this paragraph. Notice of such modifications or amendments will be provided by posting the effective date of the modified or amended Agreement on the AudioNow online account Licensee used to sign up for AudioNow’s services, which shall not be less than thirty (30) days after such posting. Continued use of the AudioNow Platform shall constitute Licensee’s consent to such modifications, and such modifications or amendments shall be binding upon Licensee. If the modified or amended Agreement is not acceptable to Licensee, Licensee’s only recourse is to cease using the AudioNow Platform and AudioNow services and to terminate this Agreement.
Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration in accordance with the Rules of the American Arbitration Association of the United States, said arbitration to be held in Washington, D.C., unless another place is mutually agreed upon. The costs of the arbitration shall be divided evenly between the parties during the arbitration proceeding. Judgment upon any award reached by the Arbitrator(s) may be entered in any Court having jurisdiction thereof. Notwithstanding the foregoing, nothing herein shall preclude a party from seeking equitable remedies in aid of arbitration from a court of appropriate jurisdiction. THE PARTIES HEREBY IRREVOCABLY WAIVE THEIR RESPECTIVE RIGHTS TO A JURY TRIAL IN ANY LITIGATION ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND BOTH PARTIES AGREE THAT THE VENUE OF ANY LITIGATION SHALL BE IN THE DISTRICT OF COLUMBIA AND HEREBY SUBMIT TO THE JURISDICTION OF THE STATE AND FEDERAL COURTS SITTING IN THE DISTRICT OF COLUMBIA.
Indemnification. Licensee shall indemnify, defend and hold harmless AudioNow, and its respective officers, directors, employees, affiliates, subsidiaries, agents, successors and assigns, from and against any liability, claim, suit, proceeding, demand or action and any damages, losses, costs, expenses or settlement fees incurred in connection therewith (including reasonable attorney’s fees and costs) arising out of or relating to (a) the Licensee Content (including, without limitation, third party infringement claims), (b) Licensee’s conduct in the performance of Licensee’s obligations under this Agreement, or (c) any breach by Licensee of any warranty or representation made by Licensee in this Agreement.
WARRANTY DISCLAIMER; ASIS. LICENSEE EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE AUDIONOW PLATFORM IS AT LICENSEE’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH LICENSEE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AUDIONOW PLATFORM, AND ANY SERVICES SUBJECT TO THIS AGREEMENT ARE PROVIDED BY AUDIONOW ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND UNLESS EXPRESSLY SET FORTH IN THIS AGREEMENT, AUDIONOW HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE AUDIONOW PLATFORM AND ANY SERVICES, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NONINFRINGEMENT OF THIRD PARTY RIGHTS. AUDIONOW DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE AUDIONOW PLATFORM THAT THE FUNCTIONS CONTAINED IN THE AUDIONOW PLATFORM OR AUDIONOW’s SERVICES HEREUNDER WILL MEET LICENSEE’s OR ANY THIRD PARTY’S REQUIREMENTS, THAT THE OPERATION OF THE AUDIONOW PLATFORM, OR THE SERVICES WILL BE UNINTERRUPTED OR ERRORFREE, OR THAT DEFECTS IN THE AUDIONOW PLATFORM, OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE AUDIONOW OR ANY OF ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY SHOULD THE AUDIONOW PLATFORM OR THE SERVICES PROVE DEFECTIVE, LICENSEE ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICEING, REPAIR OR CORRECTION. In addition to, and without limiting the foregoing, AudioNow shall not be responsible or liable to Licensee, and without any obligation to indemnify or defend Licensee, for the failure to transmit any content for reasons directly or indirectly related to (1) technical problems with the AudioNow Platform, (2) notices or demands received by AudioNow from a third party regarding alleged infringement of that party’s rights, including copyrights, by the use or transmittal of any content, (3) notices or demands received by AudioNow from any government or public authority or entity relating to any content, or (4) the occurrence of any conditions beyond AudioNow’s control such as, but not limited to, governmental restrictions, power failures, or damage or destruction of any network facilities or servers, failure of suppliers, subcontractors or carriers, war, strikes, fires, floods, acts of God, and such failure shall not be deemed a breach of this Agreement.
Limitation of Liability. NO PARTY SHALL BE LIABLE TO THE OTHERS FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, SPECIAL, RELIANCE, INCIDENTAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST BUSINESS, REVENUE, PROFITS OR GOODWILL) ARISING OUT OF OR RELATED TO THE PERFORMANCE OR NONPERFORMANCE OF THIS AGREEMENT OR THE PROVISION OF SERVICES HEREUNDER EVEN IF THE PERSON WAS ON ACTUAL OR CONSTRUCTIVE NOTICE OF SUCH DAMAGES.
Governing Law and Principles of Construction. This Agreement shall be governed and construed in accordance with the laws of the District of Columbia. If any clause, provision, or section of this Agreement is ruled invalid, unenforceable, or otherwise limited by any court of competent jurisdiction or other governmental regulatory agency, such invalid, unenforceable, or limited clause, provision, or section shall, if possible, be replaced by a valid and enforceable clause, provision, or section which most closely reflects the intent of the Parties. The invalidity of such clause, provision, or section shall not affect any of the meanings of the other provisions hereof, and the remainder of this Agreement shall be enforced to the fullest extent permitted by law. Paragraphs 6, 7, 10, 13, 14 and 17 and any other provision which by its terms is intended to remain effective, shall survive the expiration or termination, for any reason, of this Agreement.
Assignment; Binding Nature. This Agreement may not be assigned by Licensee without the prior written consent of the AudioNow Entities. AudioNow shall have the right to assign its rights under this Agreement in its discretion. This Agreement shall be binding upon the Parties and their respective successors and assigns, as applicable.
Severability. If any provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision and such invalid provision shall be deemed to be severed from the Agreement.