Affiliate Terms and Conditions




STUDS AFFILIATE PROGRAM


Terms and Conditions
 
1.  Definitions
2.  Affiliate’s Obligations & Rules
3. 
Studs’ Rights and Obligations
4.  Campaigns
5.  Commissions
6.  Ownership and Licenses
7.  Spam
8.  Keyword Bidding Policy
9.  Term; Termination
10. Representations & Warranties
11. Indemnity
12. Disclaimer
13. Limitation of Liability
14. Confidentiality
15. Modification
16. General

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IMPORTANT: PLEASE READ THE FOLLOWING CAREFULLY BEFORE APPLYING TO PARTICIPATE IN THE STUDS AFFILIATE PARTNER PROGRAM.

PARTICIPATION IN THE STUDS AFFILIATE PARTNER PROGRAM IS CONDITIONED UPON ACCEPTANCE OF ALL THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT. BY SELECTING THE “SIGN UP” BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION, YOU ARE ENTERING INTO A LEGAL AGREEMENT WITH STUDS, FORMALLY INDICATING ACCEPTANCE OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT SELECT THE “SIGN UP” BUTTON AT THE BOTTOM OF THE ONLINE APPLICATION.

 

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Introduction

This agreement (“Agreement”) is made between you (“Affiliate”) and Studs Inc. (“Studs”) and will govern Affiliate’s participation in the Studs Affiliate Partner Program (the “Program”).  The purpose of enrolling in the Program is to allow Affiliate to make affiliate commissions, and earn other benefits, for sale of Studs’ products that originate from Affiliate’s promotional activities in the manner set forth herein.  The below Terms and Conditions will govern the advertising and commission arrangements between Affiliate and Studs resulting from Affiliate’s participation in the Program.  The Terms and Conditions will begin to apply upon Affiliate’s agreement to participate in the Program and will continue indefinitely unless terminated by Studs.

Please read this Agreement and select the “SIGN UP” button on the application page to digitally sign this Agreement. To print a copy of this Agreement, please use your browser’s print command.

  1. Definitions

1.1. “Affiliate” means the individual or legal entity agreeing to participate in the Program, and who will legally be bound by the terms and conditions herein.

1.2. “Affiliate Dashboard” refers to the online platform managed for Studs by Impact Tech, Inc. (“Impact”) through which the Affiliate can manage its participation in the Program and in any Campaigns.

1.3. “Affiliate Link” means a unique link from Affiliate’s website, blog, or social media account to Studs’ website using a URL provided by Studs as part of the Program .

1.4. “Campaign” means any marketing or promotion of the products and/or services offered on Studs’ website managed through the Affiliate Dashboard.

1.5. “Commission” refers to the amount earned from successful purchases by Users on the Studs’ website through referral by Affiliate.

1.6. “Studs Affiliate Partner Program” (the “Program”) refers to the affiliate program operated by Studs.

1.7. “User” refers to an Affiliate website visitor who may or may not click an Affiliate link and be directed to the Studs’ website to purchase products and/or services from Studs.

  1. Affiliate’s Obligations & Rules

2.1. Affiliate agrees to comply with all applicable laws.

2.2. Affiliate agrees that the position, prominence and nature of any links on Affiliate’s site shall comply with any requirements specified by Studs, but otherwise will be in Affiliate’s discretion.

2.2. Affiliate agree not to make any representations, warranties or other statements concerning Studs, Studs’ website, any of Studs’ products or services, or Studs’ site policies, except as expressly authorized by Studs.

2.3. Affiliate is responsible for notifying Studs of any malfunctioning of the URLs provided by Studs as part in the Program (the “Required URLs”) or any other problems with Affiliate’s participation in the Program.

2.4 Affiliate agrees that Affiliate’s website, blog, social media accounts or correspondence do not contain any materials that in Studs’ sole discretion are considered to:

  1. Promote adult content, including nudity, sexual terms and/or images of people in positions or activities that are excessively suggestive or sexual, or provocative images in violation of legislation in Affiliate’s local jurisdiction;
  2. Include violent, obscene, defamatory, libelous, slanderous and/or unlawful content;
  3. Promote hate speech, whether directed at an individual or a group, and whether based upon the race, sex, creed, national origin, religious affiliation, marital status, sexual orientation, gender identity, or language of such individual or group;
  4. Incorporate any materials which infringe or assist others to infringe on any copyright, trademark or other intellectual property rights or to violate the law
  5. Contain software downloads that potentially enable diversions of commission from other affiliates in our program;
  6. Make representations through domain name, code, designs, imagery, video, text or otherwise that makes Affiliate’s website resemble the Studs website in a manner which leads customers to believe that Affiliate’s website is the Studs website, of that Affiliate is a business or a legal representative of Studs in any way. Creation of separate websites to solely promote Studs’ products and services is also strictly prohibited;
  7. Offer rebates, coupons, or other form of promised kickbacks from Affiliate’s Commission as an incentive to Users;
  8. Make false claims and promote non-existing discounts, coupons, bargains or use other misleading strategies to gain traffic through the affiliate links;
  9. Promote any special deal or offer in a way that contradicts the terms of the Program or any Campaign;
  10. Generate pop-ups, pop-unders, iframes, frames, or any other seen or unseen actions that set affiliate cookies unless the user has expressed a clear and explicit interest in activating a specific savings by clicking on a clearly marked link, button or image for that particular coupon or deal.

2.5. User must be able to see coupon/deal/savings information and details before an affiliate cookie is set.

2.6. Affiliate sites may not have “Click for (or to see) Deal/Coupon” or any variation, when there are no coupons or deals available, and the click opens the Studs website or sets a cookie. Affiliates with such text will be removed from the program immediately.

2.7. Affiliate agrees that any representations or claims made with regard to Studs’ products or services must be truthful and accurate.  Fraudulent claims or activity is strictly prohibited. Affiliate is not allowed to represent the endorsement or support of Studs by any organization or individual nor use the intellectual property of another organization or individual in marketing Company products or services. Affiliate is not allowed to slander another individual, organization or entity including, but not limited to, competitors of Studs.

2.8. Affiliate agrees that, in any place where Affiliate markets, promotes, or links to Studs’ products and services, Affiliate will prominently disclose that Affiliate is an affiliate marketer and will receive compensation from Studs for Affiliate’s referral of Studs’ products and services.  Any social media content posted by Affiliate concerning Studs or containing an Affiliate Link must contain either “#sponsored” or “#ad” as close to the beginning of the content as possible and before the placement of any Affiliate Link.  In any blog post or website page, the disclosure required herein must be clearly visible and come above the “fold” or “scroll” ahead of any Affiliate Links. For video and audio sponsored content, Affiliate must be either include an audible verbal disclosure or a written disclosure on a clearly legible title card at the beginning of the content.

2.9. As a member of the Program, Affiliate will be granted access to the Affiliate Dashboard. Here Affiliate will have an option to review the details of our Affiliate Program including our promotional materials, such as Affiliate Links. Affiliate will be free to browse and get tracking codes for our deals if and when they are available. In order for Studs to accurately keep track of all guest visits from Affiliate’s website to Studs' website, Affiliate must use the Affiliate Link provided for each banner, text link, HTML code, or any other promotional material listed.

2.10. Self-referrals for affiliate purchases are strictly prohibited. This means that Affiliate cannot refer itself, Affiliate’s immediate family or the company Affiliate works through an Affiliate Link. Affiliate will not receive a Commission on any purchases made by Affiliate for Affiliate’s own use, Affiliate’s immediate family members or the company Affiliate works for.

2.11. Affiliate is solely responsible for the maintenance and updates of Affiliate’s website, blog, or social media account, and ensuring that any statements posted by Affiliate that reference or reflect information on Studs’ site are consistent the information provided on Studs’ website.

2.12. Affiliate shall be fully responsible for all content, links and activities conducted on Affiliate’s website, blog or social media accounts. Studs disclaims all liabilities related to such matters.

  1. Studs’ Rights and Obligations

3.1. Upon Affiliate signing up to participate in the Program, Studs will evaluate Affiliate’s eligibility, which evaluation shall include consideration of the content of Affiliate’s website, blog, and/or social media accounts to ensure that such content does not contain any material prohibited under Section 2.4 herein, and the makeup of the audience for and the reach and distribution of Affiliate’s website, blog, and/or social media accountsStuds reserves the right to approve or reject any Affiliate in its sole and absolute discretion, and Affiliate shall have no legal recourse against Studs for having been rejected from participating in the Program.  Affiliate will be notified through the Affiliate Dashboard as to whether its application to participate in the Program has been accepted or rejected.

3.2. Studs reserves the right to monitor Affiliate’s website, blog, and social media accounts at any time to determine whether Affiliate is complying with these Terms and Conditions. Studs may inform Affiliate of any changes to be made to Affiliate’s website, blog, or social media accounts that Studs feels Affiliate should make to same or to ensure that any Affiliate Links are placed appropriately. Failure to make any changes that Studs feels are necessary within reasonable time shall constitute a material breach of this Agreement.

3.3. Studs reserves the right to terminate Affiliate’s participation in the Program immediately and without prior notice if Affiliate commits fraud or abuses the Program in any way. If such fraud or abuse is detected, Studs shall now owe Affiliate any Commissions for any sales generated by such conduct.

  1. Campaigns

4.1. Upon becoming an Affiliate in the Program, Affiliate will be able to participate in Campaigns through the Affiliate Dashboard.  As part of each Campaign, Studs will provide Affiliate with an Affiliate Link(s) that will allow Users to be directly transported from Affiliate’s website, blog, or social media accounts to products or services on Studs’ website by clicking on the Affiliate Link.

4.2. The Affiliate Dashboard will reflect, for each Campaign, the Commission (and/or other benefits) that can be earned by Affiliate from a User’s purchase of any product or service from Studs through the use of an Affiliate Link.

4.2. From time to time, Studs may offer Affiliate the opportunity (either through the Affiliate Dashboard or other means) to participate in one-time, specifically incentivized Campaigns that may allow Affiliate to earn Commissions (and/or other benefits) that differ from Studs’ standard campaigns.  Any such one-time Campaigns will be accessed through the Affiliate Dashboard, which will also reflect any terms and conditions specific to the one-time Campaign.

4.3. Affiliate may display any Affiliate Link on Affiliate’s website, blog or social media account or in correspondence subject to the terms and conditions contained herein. All Affiliate Links are subject to Studs’ approval and Studs will provide Affiliate with the information that Affiliate needs to make appropriate Affiliate Links to Studs’ website from Affiliate’s website, blog or social media account.

4.4. Studs reserves the right to, with or without notice (a) change, suspend or discontinue any aspect of a Campaign or (b) remove, alter, or modify any graphic or banner ad that has been submitted for a Campaign.  Affiliate agrees to promptly implement any request from Studs to remove, alter or modify any such graphic or banner ad.

4.5. By accepting the terms of this Agreement and agreeing to participate in a Campaign, Affiliate agrees to fully cooperate with Studs to maintain any Affiliate Link(s) or Links. Affiliate further agrees that (a) any Affiliate Link(s) shall be displayed prominently throughout Affiliate’s website, blog or social media accounts as Affiliate sees fit and with Studs’ consent, (b) no Affiliate Link shall be modified, expanded or reduced in any way without Studs’ consent and (c) no Affiliate Link shall in any way modify the look, feel and/or functionality of Studs’ website.

4.6. Affiliate agrees that Affiliate will not (i) place or use any Affiliate Link except with the intention of delivering valid sales, leads, applications, accounts, clicks or other specified compensable actions or (ii) inflate the number of applications, accounts, clicks or other specified compensable actions or any impressions of Studs’ website, by any method or using any hidden frames, java pop ups, Web bot, robot, automatic redirecting of users, autos pawning of browsers, or any other technique or means of generating automated click-throughs, requiring visitors to click on an Affiliate Link before entering any area of Affiliate’s website or blog, by placing or including Promotions or links on pages of Affiliate’s website or blog that automatically reload or go to another page without interaction from the User (for example, 0-800-FLOWERS pull or server push technology, METATAG reload, or refresh command on page html) or on any page that is not generally accessible to all web users (for example, pop-up windows and hidden frames).  Affiliates using any of the aforementioned techniques or methods to establish a click, and/or place a cookie on a User’s computer will be terminated without notice and forfeit all outstanding and future commissions.

  1. Commissions

5.1. Studs will pay Affiliate the Commission specified as part of any Campaign if User purchases a product or service that is the subject of the Campaign and if that User has accessed Studs’ website and purchased the product or service via an Affiliate Link, and the Affiliate Link is the last link to Studs’ website that a User uses prior to User’s purchase of a product or a service.

5.2. Studs shall have the sole right and responsibility for processing all orders made by Users. Affiliate acknowledges that all agreements relating to sales to Users shall be between Studs and the User.

5.3. All determinations of Affiliate Links and whether a Commission is payable will be made by Studs and will be final and binding on Affiliate.  Prices for any products and services offered by Studs will be set solely Studs in its discretion.  Commissions will only be earned for User purchases that have been successfully completed. Transactions that result in chargebacks or refunds will be void.

5.5. Commissions earned by Affiliates will be paid out within three months of the end of the month in which the event that qualifies for a Commission occurs.  Commission payments will be made to the account for which Affiliate provided information upon signing up to participate in the Program—either deposited directly into a bank account or into a PayPal account.

5.6. Affiliate is responsible for any and all charges, fees, taxes, exchange rates, surcharges and other expenses arising out of the affiliate relationship with Studs including those incurred in order to receive Commission payments.

5.7. In the event that Affiliate materially breaches this Agreement and Studs terminates Affiliate’s participation in the Program as a result of such material breach, any accrued and payable Commissions owing to Affiliate shall be forfeited, and Studs shall not be obligated to pay such Commissions to Affiliate.

  1. Ownership and Licenses

6.1. Each party owns and shall retain all right, title and interest in its names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology, including, without limitation, those names, logos, trademarks, service marks, trade dress, copyrights and proprietary technology currently used, or which may be developed and/or used by it in the future.

6.2. Studs grants Affiliate a revocable, non-exclusive, worldwide license to use, reproduce and transmit the name, logos, trademarks, service marks, trade dress and proprietary technology, as designated in the Campaign or during the registration process in the Program, on Affiliate’s website, blog, or social media accounts solely for the purpose of creating links to Studs’ website as part of the Program. Except as expressly set forth in this Agreement or permitted by applicable law, Affiliate may not copy, distribute, modify, reverse engineer, or create derivative works from the same.  Affiliate may not sublicense, assign or transfer any such licenses for the use of the same, and any attempt at such sublicense, assignment or transfer is void.

6.3. Affiliate grants Studs a non-exclusive, worldwide, royalty-free license to use, reproduce and transmit any graphic or banner ad submitted by Affiliate solely for co-branding purposes or as a return link from Studs’ website(s) to Affiliate’s site(s). Studs will remove such graphic or banner ad upon Affiliate’s request.  Affiliate further grants Studs a nonexclusive, nontransferable, royalty-free right to use and display Affiliate’s trademarks, service marks and logos (“Affiliate Marks”) in connection with the Program and this Agreement.

  1. Spam

The use of unsolicited commercial e-mail (“spam”) by Affiliate is absolutely prohibited. Affiliate’s participation in the Program constitutes Affiliate’s specific and unconditional agreement to abide this anti-spam policy.  Violation of this rule will result in the suspension or termination of Affiliate’s relationship with Studs including the forfeiture of any commissions from the date of the offending e-mailing.

  1. Keyword Bidding Policy

8.1. Affiliates are not allowed to bid on Studs’ trademark names, renditions thereof and their derivatives within any pay for placement, paid inclusion and other search engines. These trademark terms include but are not limited to:

      Studs
      studs.com
      www.studs.com
      Studs coupon
      studs.com coupon
      studs discount
      studs.com discount

8.2. This policy also prohibits Affiliates from bidding on Studs’ trademark names, renditions thereof and their derivatives that include misspellings, alternate spellings, alternate spacing, or any phrases that include these terms.

8.3. Affiliates are further prohibited from: (i) using Studs’ brand name or domain name, or any variation, similar terms or misspelling of our brand name, as the display domain in any search advertisement; (ii) using Studs’ brand name or domain name, or any variation, similar terms or misspelling of our brand name in pay-per-click ad copy without prior approval; or (iii) registering any domain name that contains Studs’ brand name, including misspellings or variations thereof.

8.4. In addition, Affiliate may not claim to be Studs in any pay-for-placement, paid inclusion or other search engines, and must clearly state the nature of the affiliate relationship.

8.5. Affiliates violating these policies may be terminated without notice and forfeit all outstanding and future commissions.

  1. Term; Termination

9.1. This Agreement will apply for as long as Affiliate participates in the Program, until terminated by Affiliate or Studs.

9.2. Affiliate may terminate Affiliate’s participation in a Campaign at any time by removing itself from the Campaign via the Affiliate Dashboard. Termination of participation in a Campaign shall not terminate this Agreement or participation in any other Campaign.

9.3. Studs’ may, without prior notice to Affiliate, immediately terminate this Agreement and Affiliate’s participation in the Program upon any material breach of this Agreement by Affiliate.  If Affiliate’s participation in the Program is terminated due to violations set forth herein, Affiliate may not create another account in order to again participate in the Program.

9.4. Either party may terminate this Agreement at any time, for any reason, provided that the party provide at least five days’ prior written notice of such termination to the other party. Termination of this Agreement shall also terminate Affiliate’s participation in any outstanding Campaigns. However, all rights to payment, causes of action and any provisions which by their terms are intended to survive termination, shall survive termination of this Agreement.

9.5. Upon termination or expiration, Affiliate will immediately discontinue all use of Studs’ trademarks and any other of Studs’ intellectual property and will remove all references to the Program from Affiliate’s website, blog, or social media accounts.

  1. Representations & Warranties

Affiliate represents and warrants that (i) this Agreement has been duly and validly executed and delivered by Affiliate and constitutes Affiliate’s legal, valid, and binding obligation, enforceable against Affiliate in accordance with its terms, (ii) Affiliate has the full right, power, and authority to enter into and be bound by the terms and conditions of this Agreement and to perform Affiliate’s obligations under this Agreement, without the approval or consent of any other party, (iii) Affiliate has sufficient right, title, and interest in and to the rights granted to Studs herein, and (iv) any material displayed by Affiliate will not (i) infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (ii) violate any applicable law, statute, ordinance or regulation; (iii) be defamatory or libelous; (iv) be lewd, pornographic or obscene; (v) violate any laws regarding unfair competition, antidiscrimination or false advertising; (vi) promote violence or contain hate speech; or (vii) contain viruses, trojan horses, worms, time bombs, cancelbots or other similar harmful or deleterious programming routines.

  1. Indemnity

Affiliate hereby agrees to indemnify and hold harmless Studs, and its parents, subsidiaries and affiliates, and their directors, officers, employees, agents, shareholders, partners, members, and other owners, against any and all third-party claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys’ fees) (any or all of the foregoing hereinafter referred to as “Claims”) insofar as such Claims (or actions in respect thereof) arise out of or are based on (i) any claim that our use of the Affiliate Marks infringes on any trademark, trade name, service mark, copyright, license, intellectual property, or other proprietary right of any third party, (ii) any misrepresentation of a representation or warranty or breach of a covenant and agreement made by Affiliate herein, or (iii) any claim related to Affiliate’s website, blog, or social media accounts, including, without limitation, content therein not attributable to Studs.

  1. Disclaimer

STUDS MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE PROGRAM, THE AFFILIATE DASHBOARD, STUDS’ WEB SITE OR THE PRODUCTS OR SERVICES PROVIDED THEREIN.  ANY IMPLIED WARRANTIES OF STUDS’ ABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT ARE EXPRESSLY DISCLAIMED AND EXCLUDED. IN ADDITION, STUDS MAKES NO REPRESENTATION THAT THE OPERATION OF STUDS’ WEBSITE WILL BE UNINTERRUPTED OR ERROR FREE, AND STUDS WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

  1. Limitation of Liability

TO THE EXTENT PERMITTED BY LAW, STUDS WILL NOT BE LIABLE TO AFFILIATE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST BUSINESS), EVEN IF STUDS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT SHALL STUDS’ CUMULATIVE LIABILITY TO AFFILIATE ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER BASED IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL COMMISSIONS PAID TO AFFILIATE UNDER THIS AGREEMENT.

  1. Confidentiality

Any confidential information, including, but not limited to, any business, technical, financial, and customer information, disclosed by one party to the other during negotiation or the term of this Agreement, whether or not such material is marked “Confidential,” shall remain the sole property of the disclosing party, and each party will keep in confidence and not use or disclose the confidential information of the other party without the express written permission of the disclosing party.

  1. Modification

15.1. Studs may modify any of the Terms and Conditions set forth herein at any time and in its sole discretion, by posting a change notice or new agreement on Studs’ site. Notice of any change to this Agreement delivered by e-mail, to Affiliate’s address on our records, or the posting of a new agreement on Studs’ website is considered sufficient notice for notifying Affiliate of a modification to the Terms and Conditions of this Agreement. Modifications may include, but are not limited to, changes to the Commission schedule, payment procedures and Program rules.

15.2. Unless Studs indicates otherwise, all such modifications shall take effect 48 hours after Studs’ serve notice to Affiliate as provided above.  Affiliate’s sole recourse is to terminate this Agreement and Affiliate’s participation in the Program should Affiliate find any modification unacceptable. Affiliate’s continued participation in the Program following Studs’ posting of a change will constitute binding acceptance by Affiliate of such change.

  1. General

16.1. The headings and titles that contained in this Agreement are included for convenience only and shall not limit or otherwise affect the terms of this Agreement.

16.2. The relationship between Affiliate and Studs is that of an independent contractor and Affiliate shall have no authority to obligate or bind Studs in any respect.

16.3. Affiliate acknowledges that in managing the Affiliate Dashboard, Impact s acting only as a facilitator of, and not an active participant, of the relationship between Affiliate and Studs.

16.4. Except as otherwise provided in this Agreement, if any of the terms and conditions contained in this Agreement is in conflict with, or inconsistent with, any terms and conditions supplied by Impact, the terms and conditions contained in this Agreement shall govern and control.

16.5. Affiliate will not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of its assets, change of control or operation of law, without Studs’ prior written consent. Studs’ may assign this Agreement in the event of merger, reorganization, sale of all or substantially all of Studs’ assets, change of control or operation of law.

16.5. This Agreement has been made in and shall be construed and enforced in accordance with the laws of the state of New York.  Any action to enforce this Agreement shall be brought in the federal or state courts located New York County, New York.

16.6. By participating in any Campaign in the Program, Affiliate agrees that Affiliate will be deemed to have executed, and will be bound by, this Agreement.

16.. The provisions of this Agreement are independent of and separable from each other, and no provision shall be affected or rendered invalid or unenforceable by virtue of the fact that for any reason any other or others of them may be invalid or unenforceable in whole or in part.