This Agreement is effective on February 1, 2020 for current members and upon acceptance by new members. Up until this date the Terms and Conditions are per the link. The Agreement is between you and Skyrocket Limited. Any member found to have violated this Agreement (or any other policies that have been published to the Website) may be banned from using our website or services. Any action taken at the sole discretion of Skyrocket Limited.
High St is an online directory
High St is an online directory that allows members (who comply with all High St's policies) to advertise certain digital services. High St is not in any way directly involved in the transaction between a Member or Potential Client. Outside of High St, High St has no control over the quality, morality, legality or safety of any aspect of any service listed, as well as no control over the accuracy or truth of any listings or information provided by the Member, or the ability of Members to advertise services, or the ability of Clients to pay for services. High St does not pre-screen members or the content or any of the information provided by members. High St cannot ensure that a Member or Client will actually complete a transaction.
High St does not guarantee the true identity, age, nationality, or other features shown in a member's profile. High St recommends you to communicate directly with any member you are potentially creating a transaction with through the Contact Us feature on the Website or mobile application. As a member, you agree that High St is a directory and because of this is not responsible or liable for any content, including (but not limited to) text, data, information, names of members, images, graphics, photos or photographs, profiles or profile information, video, audio, items, and links or hyperlinks posted by you, other members, or outside parties on High St. You use all our Services at your own risk.
2. Membership Eligibility
At our sole discretion, High St may refuse access to use of any of our Services to any person, or entity, and High St reserves the right to alter its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Our Services may only be used by members who are 16 years and older, and who are able to form legally binding contracts under applicable law. If you are using our Services, registering with our Website, or creating an account in order to use the Services we provide, you represent and warrant that: (a) you are at least 16 years old, (b) you are located and reside in the New Zealand or Australia; (c) all registration information you submit is truthful and accurate; and (d) if you are a legal or business entity, you are authorized to bind that entity to the Agreement.
Individuals under the age of 16 must at all times use our Services under the supervision of a parent or legal guardian who is at least 18 years of age. In any case, the adult is the member and is responsible for any and all activities of any minors.
You agree that you will comply with all local laws regarding acceptable online conduct and content. You are solely responsible for any applicable taxes that may apply by using our services. In addition, you must abide by these policies as stated in the Agreement and any other policy documents available via hyperlink in this Agreement (as applicable to the activities you conduct by using any of our Services) as well as any and all other operating rules, policies, and procedures that may be published by us from time to time, on our Website, each of which is incorporated herein by reference. You agree that High St has the right to update these policies from time to time, without notice to you.
Additionally, some Services offered by High St may be subject to additional conditions and terms published by High St from time to time; your use of these additional Services is subject to your agreeance of those additional terms and conditions, which are incorporated into this Agreement by this reference.
Account Information and Password
You agree and acknowledge that you are completely responsible for any and all activity, liability, and/or damage which has resulted from your failure to securely maintain your High St account information and/or password. You additionally agree and acknowledge that you will securely protect your account information and password and make sure that this information is accurate. You bear full responsibility for any and all activities that are conducted via your account. You acknowledge and agree that you have the responsibility to pay and comply with all applicable taxes and laws for any transactions that have resulted from your use of our Services.
Your High St membership is authenticated by your account information, particularly your email address and password. High St has the right to act on any instructions received from your account information, regardless of whether it is being used with authorization from you. You agree to immediately notify High St of any use of your password or access to your account, or any security breach that is unauthorized. You agree that High St cannot, and will not, be responsible or liable for any damage or loss that has arisen from a failure on your part to keep your password secure from unauthorized access. As a member, you agree that you will not provide your any login and/or password information in combination to any other party or recipient other than High St, without High St’s explicit written permission.
We communicate some vital information via email ONLY. You are responsible for keeping your account information accurate and up-to-date at all times, including a valid and active email address. It is your responsibility to routinely check your inbox for communication from us. In order to advertise services on High, you must provide and maintain valid bank account information.
You agree that you will not transfer, rent, sell, assign, sublicense, or any way allow another member, party or recipient access or use to your High St account. You are solely responsible for any and all activity of the member account. You personally guarantee that if you are registering a business, you have authority to bind the entity to this Agreement.
Right to Refuse Service
Our Services are not available to either temporarily or indefinitely suspended High St members. High St reserves the right, at its sole discretion, to cancel unconfirmed or inactive memberships. High St also reserves the right to refuse service to anyone, for any reason, at any time.
To view information about our current fees, please click here.
4. Inactive Accounts
This rule commences operation from 1 February 2020.
If you do not access Your Account for a consecutive period of 12 months, your account will be deemed ‘Inactive’.
Linking to competitors
You agree to not refer members to any competitors (e.g. other directories) of High St in any way - including, but not limited to publishing hyperlinks via a listed service/direct messaging or through any other channel on High St.
When contacting a business regarding a service, you agree that you are responsible for reading the service listing description in entirety before committing to contacting the business. Furthermore, you agree that High St is not a party to any contract between you and a business you contact via High St.
6. Member Submitted Content
You may submit items (including artwork, images, text, graphics, logos, and similar items) in connection with the Website, mobile App or Services.
High St does not claim any ownership right of member Submissions. You grant High St a sole licence that enables High St to use any information or member Submissions you supply High St with, so that High St is not violating any rights you might have in that member Submission. You grant High St a worldwide, non-exclusive, perpetual, royalty-free, fully paid-up license to use, reproduce, reformat, create derivative works of, distribute, excerpt, perform, and display the member Submission (in whole or in part) and to incorporate the member Submission in other works in any form, media, or technology now known or later developed (a) on the Website (including any mobile version of the Website); (b) on any application designed or developed to allow others to view your member Submission; (c) in materials created to promote the Website and any of its contents, and (d) in connection with online and offline events conducted in connection with the Website.
You warrant and represent that the member Submission (a) is your own original work and you own all rights in the member Submission, or that you have all rights in the member Submission needed to grant the license to the member Submission contained in this Agreement; (b) will not violate any third party rights, including any third party privacy rights, intellectual property rights, moral rights, or other proprietary rights; (c) does not violate any regulation or law; and (d) does not contain any virus or other malicious software, including any software which could interfere with the performance of the Website or collect member data from other members of High St.
Re-Posting member Submissions
By posting member Submissions on High St, it is possible that another outside website or a third party to re-post your member Submissions. You agree that you hold High St harmless for any dispute that concerns this use. If you choose to display your own High St -hosted image on another website, the image must provide a link back to the active listing on High St.
Ideas & Feedback
High St considers any unsolicited ideas, proposals, suggestions, feedback, or any other materials submitted to the Company via the Website or Mobile App or Services to be both non-confidential and non-proprietary. You acknowledge and agree that any comments, questions, suggestions, ideas, feedback, business models or plans, or other information about the Website or Services provided by you to High St are non-confidential. Any communication by you to High St is subject to this Agreement, and High St is entitled to the unrestricted use and dissemination of the Ideas & Feedback for any purpose without acknowledgment or compensation to you. You agree that High St is not liable for the disclosure or use of any Ideas & Feedback. You hereby acknowledge and grant High St, under all of your rights in the Ideas & Feedback, a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, fully-paid, sublicensable and transferable right and license to publish, incorporate, use and exploit such Ideas & Feedback for any purpose High St chooses, commercial or otherwise, including (but not limited to) incorporating it in new services or future products, documentation, or any other method, without any notice or compensation to you and without further recourse by you.
7. Prohibited and Restricted Items and Activities
You are solely responsible for your conduct and any activities on the Website, including any interactions with High St or its Services, and all member Submissions that you submit, post, and display on the Webs
Without notice, High St reserves the right to block access to, remove, or otherwise make unavailable any member Submission or other content that is (a) in violation of any part of this Agreement; (b) the subject of a court order or request from a governmental agency or law enforcement; or (c) otherwise unlawful, unethical, immoral, or improper for the High St community, as determined by High St in its sole discretion. Further, we may block members that violated the Agreement repeatedly, or have engaged in other behavior which High St deems necessary for removal of the member Submission.
Member Submissions and your use of High St shall not:
be in any way false, inaccurate, or misleading;
misrepresent your identity or an affiliation you have with any other person or entity;
be fraudulent or involve the sale of illegal services; infringe upon any third-party's rights, including any third party copyright, trademark, patent, trade secret or other proprietary or intellectual property rights, privacy rights, moral rights or any other proprietary rights; advertise any service that is illegal to advertise under any applicable law, statute, ordinance, or regulation, including but not limited to child pornography; obscene materials; drugs; trade secrets; or items that have been identified by any New Zealand authority as hazardous to consumers and therefore subject to recall; arrange the swap or trade of services with other members on High St promote or otherwise advertise any other services or hyperlinks to any other businesses, other than the member Submission that is for rent or for sale via the Website or Services; violate this Agreement or any site policy, community guidelines, or any applicable law, ordinance, statute, or regulation (including, but not limited to, those governing consumer protection, anti-discrimination, unfair competition or false advertising); harass, stalk, annoy, harm, threaten, or otherwise engage in any sort of abusive behavior towards other members, including contacting, advertising or soliciting to any other member without prior explicit written consent from High St, or using an automated system to send messages or comments or to other members; intimidate or impersonate any person (including any High St team members or other members), or falsely misrepresent or state your affiliation with any person through the use of a similar email address, nickname, or creation of false account(s) or any other methods of deceit; send mass unsolicited messages, “flood” servers with requests, or perform similar actions; Interfere with a Seller's profile; Engage in any action that may undermine online reviews or feedback; access, or attempt to access, any part of the Website or other personal information through any automated means (including via the use of scripts, scraping, or web crawlers) or violate any instructions set out in any robots.txt files present on the Website; disrupt or interfere with the Services or Website or servers or networks connected to the same;
obtain, or attempt to obtain, unauthorized access to materials, computer systems, or information, including attempting to obtain, use, or access any information or materials that is not intentionally made publicly available via the Website;
display, manipulate, or access the Website or any materials or information found thereon using "framing," "deep linking." or any similar technique that bypasses or circumnavigates the intended architecture and layout of the Website;
transmit or contain any code or malicious software of a destructive or malicious nature, including any software that may collect any member data or personal information from members of the Website or Services; store, upload, distribute, or disseminate electronic files that are corrupted or contain viruses, "trojans," "spyware," "adware," "malware," or any other malicious components, or take any measures, such as implementing or co-ordinating DDoS "denial of service" attacks, "email bombs," or other techniques that impose an unreasonable or disproportionately large burden on the Website or any other High St system or network, or that are otherwise designed to interfere with such systems or networks; appear to create a liability for High St or cause High St to lose (in whole or in part) the services of High St 's internet service provider or other vendors; Link directly or indirectly, or reference or contain descriptions of goods or services that are prohibited under this Agreement and any other policy documents posted on High St; or copy, modify, create a derivative work of, reverse assemble, reverse engineer, or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Service.
8. Information Control
High St has no control over member Submissions provided by members that are made available on the Website and Services. There is the possibility you may find some member Submissions to be offensive, harmful, inaccurate, or deceptive. There are also risks of dealing with underage persons or people acting under false pretenses.
By using the Website and Services, you agree to accept these risks and that High St (and High St 's officers, directors, agents, joint ventures, subsidiaries, and employees) are not responsible for any and all acts or omissions of members on High St. Please use caution, common sense, and practice safe selling and buying when using High St.
High St is in no way responsible for the availability of outside websites or resources references or linked to on the Website or Services. High St does not endorse, and is not responsible or liable for any content, advertising, products, or other materials on or available from such websites or resources. You agree that High St shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such websites or resources.
High St may restrict, suspend, or terminate your use of or access to the Website or Services, without notice or liability to you and in its sole discretion, and without refunding any fees, if High St suspects (by information, investigation, conviction, settlement, or otherwise) that (a) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of this Agreement; (b) you are in breach of, are attempting or threatening to breach, or are acting inconsistently with the terms and spirit of any High St policy; (c) your activities on or in relation to the Website may violate applicable law; (d) you are unable to verify or authenticate any of your personal information or member Submissions; (e) you have failed to pay a fee; (f) you may cause legal liability or financial loss to High St’s members or to High St; or (g) for any other reason at any time. This includes cancelling any unverified accounts or inactive accounts, warning High St’s community of a member's actions, temporarily or indefinitely suspending a member's account privileges, terminating a member's account, or prohibiting access to the Website or Services, and taking technical or legal steps to keep a member off the Website and refusing to provide Services to a member. Further, any suspected fraudulent, abusive, or illegal activity, including violations of the Agreement and any additional High St policy, may be referred to appropriate law enforcement authorities or other appropriate third parties.
High St reserves the right to suspend and/or terminate a member's account or any accounts held by that member by virtue of association, including all usernames under which that member operates on the Website or Services.
If your membership is removed due to a breach of our terms and conditions it is at our discretion whether you are eligible for any membership refund.
10. Personal Information and Privacy
11. Intellectual Property
All content on the Website is owned by or licensed to High St. Subject to the Agreement, High St grants to you a non-exclusive, non-transferable, non-sublicensable license to access and view the Website and to make a reasonable number of copies of the content on the Website solely for your own personal and non-commercial use. All rights not expressly granted herein are reserved to High St and its licensors. Other than as expressly provided above, you may not display, reproduce, distribute, modify, sell, or otherwise use any materials or content on the Website, and all such content is provided on an AS IS basis.
The trademarks, logos, service marks, trade names, graphics, page headers, button icons, scripts and other designs that are displayed on the Website and Services are owned by High St and/or its affiliates or their third party licensors and may not be used unless authorized by the trademark owner. Nothing in this Agreement or the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of High St 's Trademarks displayed on the Service, without our prior written permission in each instance. High St 's intellectual property may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion. All goodwill generated from the use of High St intellectual property will inure to our exclusive benefit.
12. Complaint Procedures & Takedown Requests
High St respects the legal rights of others and expects you to do the same. If you believe another member has violated the Agreement or your intellectual property rights, please complete the following procedure.
To enforce the intellectual property rights of owners, High St engages in a Verified Rights Owners program that allows owners to request High St to remove certain listings that offer services or contain images or other materials that infringe on their intellectual property rights. These rights can include trademark, copyright, and/or other legal rights. For example, a Verified Rights Owner may ask High St to remove a service being advertised that uses the rights owner's registered trademark (such as a logo) if the services is not authentic of the rights owner. This VRO program helps protect High St members from pursuing services that may be otherwise unauthorized under state and/or federal laws. Before a listing is removed, a Verified Rights Owner must provide to High St information that ensures that the person or company reporting the item is authorized to do so. If a Verified Rights Owner believes a listing violates their intellectual property rights, please provide High St with a written notice containing (where applicable) the following information:
a notarized request letter certifying that you are the owner of the intellectual property; a description of the intellectual property that you claim has been infringed, including details on any registration that protects the same; a description of the material that you claim is infringing and where it is located on the Website; hyperlinks to the listings with the suspected item; your name, address, telephone number, and email address; a statement by you that you have a good-faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law; a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the intellectual property owner or authorized to act on their behalf; and an electronic or physical signature of the person authorized to act on behalf of the intellectual property owner.
The notice should be delivered to High St for infringement claims:
15b Sanders Ave
If a copyright notice is received by High St, High St may send a copy of the notice to the member who posted the material at issue.
If your service is reported, you may receive an email notifying you that a Verified Rights Owner participant requested your listing to be removed from the Website or Services. We require the rights owner to provide us with an email address so you can contact them directly for more information about why your listing infringes their intellectual property rights. You can find the Verified Rights Owner's email address in the email you received when your listing was removed.
At High St 's sole discretion, members who infringe on intellectual property rights of Verified Rights Owners will have their member accounts and/or access to the Services removed or disabled. If High St disables or removes your member account, or any content or other materials you have posted, and you believe this was done in error, please forward a written notice stating the same and providing any supporting documentation necessary to establish your rights to the agent referenced above.
If you have concerns or questions about why your listing was reported or removed, please contact the VRO participant directly using the email address we provided.
You can also contact our support team at firstname.lastname@example.org if the Verified Rights Owner has not replied after 10 days or if you have any other questions.
High St is not involved in the actual transaction between Members and Clients. While High St may help facilitate the resolution of disputes through various programs, and may provide guarantees which are backed by our policies, we have no control over and do not guarantee: (a) the existence, quality, safety, or legality of services advertised; (b) the truth or accuracy of members' content or listings; (c) the ability of Members to sell services; (d) the ability of Clients to pay for services; (e) that a Member or Client will actually complete a transaction or refund a service; or (f) that a Member or Client will actually complete a transaction.
Rather, our goal at High St is to maintain our Website, Services, and related tools, in a manner that is safe, secure, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our Website, Services, or tools. You further acknowledge that operation of and access to our Website, Services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our Website, Services, and tools at your own risk, and that they are being provided to you on an "AS IS" and "AS AVAILABLE" basis. Accordingly, to the extent permitted by applicable law: WE EXCLUDE ALL EXPRESS OR IMPLIED WARRANTIES, TERMS AND CONDITIONS INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. Limitation of Liability
YOU EXPRESSLY UNDERSTAND AND AGREE THAT HIGH ST SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, INCLUDING BUT NOT LIMITED TO: DAMAGES FOR LOSS OF GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF HIGH ST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, DIRECTLY OR INDIRECTLY RESULTING FROM OR RELATED TO YOUR USE OF THE SERVICES OR WEBSITE, INCLUDING BUT NOT LIMITED TO ANY THIRD-PARTY ACTION RELATED TO THE SERVICES OR WEBSITE.
SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU.
IF HIGH ST IS FOUND LIABLE TO YOU OR ANY THIRD PARTY, SUCH LIABILITY IS LIMITED TO (A) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES WHICH YOU PAID TO HIGH ST IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY, OR (B) $400. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS OF SERVICE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.
You agree to defend, indemnify, and hold harmless High St and its affiliates, and their directors, officers, employees, parents, subsidiaries, shareholders, and agents, from and against all claims, demands, liabilities, costs, losses, and expenses, including reasonable attorneys' fees, arising from your use of the Services or Website or your breach of the Agreement, including any dispute with another member or claim from a third party. High St may elect to assume the defense and control of such claim and, in such case, you agree to cooperate with High St in the defense of such claim and to reimburse High St for all reasonable expenses and fees incurred in the course of defending such claim.
17. No Guarantee
High St does not guarantee continuous, uninterrupted access to the Website or Services, and operation of the Website or Services may be interfered with by numerous factors outside High St 's control.
18. Disputes with Other members or Third Parties
In the event a dispute arises between you and another member or a third party, High St encourages you to contact the member or third party to resolve the dispute amicably.
High St reserves the right, but has no obligation, to monitor and/or manage disputes between you and other members of the Website or Services. If you have a dispute with one or more members, you release High St, its affiliates and subsidiaries, and its respective officers, directors, employees, and agents from claims, demands, and damages for every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes with one or more members, or an outside party. High St will only become involved in conflicts between members if we are requested to do so and the matter arising meets the requirements stated in our policies.
You may also report member-to-member disputes to your local law enforcement or a certified mediation or arbitration entity, as applicable.
20. Legal Compliance; Taxes
You shall comply with all applicable domestic and international laws, statutes, ordinances, and regulations regarding your use of the Website and Services and, if applicable, your listing, purchase, solicitation of offers to purchase, and sale of items. In addition, you shall be responsible for paying any and all taxes applicable to any purchases or sales of items you make using the Website and Services.
If any provision of this Agreement is held unenforceable, then such provision will be modified to reflect the parties' intention. All remaining provisions of this Agreement shall remain in full force and effect.
22. No Agency
You and High St are independent contractors, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement.
23. High St Services
High St reserves the right to modify or terminate the Website and Service for any reason, without notice and at any time. High St reserves the right to alter this Agreement or other policies at any time, so please review the policies frequently. If High St makes a material change, then High St will notify you here by posting updates to this Agreement or by means High St deems appropriate. What constitutes a "material change" will be determined at High St’s sole discretion, in good faith, and using common sense and reasonable judgment.
Sections 3 (Fees), 6 (member Submitted Content, License). 8 (Information Control), 9 (Termination), 10 (Personal Information and Privacy), 11 (High St 's Intellectual Property), 14 (Disclaimers), 15 (Limitation of Liability), 16 (Indemnification), 17 (No Guarantee), 18 (Disputes with Other members), 19 (Disputes with High St), 21 (Severability), 22 (No Agency) 26 (Change of Ownership) and 27 (General Terms) shall survive any termination or expiration of this Agreement.
Unless expressly provided elsewhere in the Agreement, any notice, demand, claim, or communication related to the Agreement may be provided by: (a) electronic mail transmission; (b) postage prepaid; or (c) tracked courier, cost prepaid; and sent to the following:
15b Sanders Ave
Notice shall be deemed given 24 hours after email is sent, unless the sending party is notified that the email address is invalid, or 72 hours after delivery by mail or courier. The parties agree that service of process and service of a summons related to any disputes arising under this Agreement between the parties can be served via this notice provision.
26. Change of Ownership
27. General Terms
This Agreement, and any rights and licenses granted hereunder, may not be transferred, assigned, or sublicensed by you without High St 's express written consent. On the other hand, High St may assign, sublicense, or otherwise transfer any rights or licenses under the Agreement, without restriction and without prior notice to you.
Following termination of this Agreement and/or your commercial relationship with High St, any term of the Agreement logically extended beyond such termination shall survive to the fullest extent necessary to allow you and High St to enforce any rights obtained or obligations incurred here under.
No term or provision of this Agreement is meant or intended to benefit any third party.
You agree to submit to the applicable laws of New Zealand/Australia without regard to conflicts of law principles.
This Agreement represents the entire agreement and understanding between you and High St and it supersedes any other agreement or understanding (written, oral or implied) between you and High St. No other agreements, promises, representations, or understandings shall be binding upon High St with respect to the Website or High St 's Services unless contained in this Agreement, or separately agreed to in writing and signed by an authorized representative of High St.
Neither you nor High St will be deemed to have any liability whatsoever to the other or to any third party for any failure of performance hereunder occasioned by an act of God, force of nature, war or warlike activity, insurrection or civil commotion, labor dispute, transportation delay, governmental regulatory action whether or not with proper authority or other cause similar or dissimilar to the foregoing and beyond its reasonable control, provided the affected party gives prompt notice to the other party.
If any part of this Agreement shall be determined to be illegal, invalid, or unenforceable: (a) that part shall nevertheless be enforced to the extent permissible in order to effect the intent of the parties; and (b) the remaining parts of the Agreement shall be deemed valid and enforceable, so long as the remaining parts continue to fulfill the original intent of the parties.