Entire Agreement; Severability & Assignment Sample Clauses

Entire Agreement; Severability & Assignment. 12.1. These T&Cs contain the entire agreement between You and Geoearnings with respect to the subject matter hereof; provided, however, that if You and Geoearnings should further enter into a written agreement or some other written instrument that expressly incorporates these T&Cs by reference, then these T&Cs shall be subject to such other agreement as set forth therein. If any provision of these T&Cs is held unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable and such decision shall not affect the enforceability of such provision under other circumstances, or of the remaining provisions hereof under any circumstances. You and Geoearnings are independent contractors, no joint venture, partnership, employment, agency or exclusive relationship exists between You and Geoearnings as a result of these T&Cs or Your access to or use of the Services as authorized herein. No failure, whether by You or Geoearnings, to enforce any right or provision under these T&Cs shall be construed as or constitute a waiver of such right or provision. You may not transfer or assign these T&Cs or any rights or obligations hereto, whether directly or indirectly, by operation of law or otherwise, without Geoearnings’ prior written consent. Geoearnings reserves the right to assign, sublicense, delegate or otherwise transfer any of its rights or obligations under these T&Cs, whether whole or partially, to any third party, regardless of Your prior written consent. These T&Cs shall inure to the benefit of and be binding upon Geoearnings, You and respective permitted successors and assignees.
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Entire Agreement; Severability & Assignment. 1. Participation in the Program MicroTraders manages the Website, which matches you and other persons (each, a "Lender / Donor" and, collectively, "Lender / Donors") with borrowers and social enterprises in various countries in need of affordable capital (each, a "Borrower" and, collectively, "Borrowers"). In most instances, these Borrowers are considered "high risk" by traditional Lender / Donors for a variety of factors, including, but not limited to, the Borrowers' lack of credit history, the use of the loan proceeds for entrepreneurial endeavors including investment in a "start up" business, and the geographic location including the risk of financial instability and foreign exchange rate fluctuations. Please carefully review the Website section entitled "The risks of lending" which highlights the various risks associated with lending online through MicroTraders and explains in greater detail the role played by MicroTraders and its Field Partners and Trustees (each defined below in this Section 1). Basically, THIS SECTION DESCRIBES WHAT MICROTRADERS DOES. LENDING ON MICROTRADERS IS RISKY AND YOU MIGHT NOT GET REPAID WHAT YOU LEND. PLEASE READ OUR PAGE CALLED “THE RISKS OF LENDING” FOR MORE INFORMATION ON THE DIFFERENT TYPES OF RISK YOU ASSUME WHEN YOU MAKE A LOAN. You may participate in the Program as a Lender / Donor by creating an online account on the Website registered to your email address. All transactions between Lender / Donors and Borrowers or Field Partners must be conducted through a MicroTraders account - technically speaking, MicroTraders may, in certain circumstances, be considered the "Lender / Donor" on your behalf when you make Loans on the Website. The amount of funds you have available in your MicroTraders account that you have deposited – whether from your personal funds or value from a MicroTraders Card (as defined below in Section 2.4) – and is freely available to be lent is referred to as your "MicroTraders Credit." If you make a Loan (as defined in the next sentence) through the Website, you are instructing MicroTraders to apply your MicroTraders Credit to fund the specific Loan you have designated on the Website. All MicroTraders Credit in your MicroTraders account must be lent and repaid to your account before you can withdraw it, and you must have a PayPal account to withdraw funds from MicroTraders’s system. Basically, YOU HAVE TO CREATE AN ACCOUNT TO LEND ON MICROTRADERS. MONEY IN YOUR ACCOUNT IS CALLED “MICROTRADERS CREDIT”...
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Entire Agreement; Severability & Assignment. This Agreement, accepted upon your access and use of the Website or participation in the Program and further affirmed by becoming a User, contains the entire agreement between you and MicroTraders regarding the use of the Website or the Program. Notwithstanding the foregoing, the following applies to Borrowers, Trustees, and Field Partners: in the event of any irreconcilable conflict between your separate written Borrower, Trustee, or Field Partner agreement with MicroTraders (as applicable) and this Terms of Use Agreement, the provisions of your Borrower, Trustee, or Field Partner agreement (as applicable) shall govern with respect to such conflict. This Agreement may not be orally amended. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. This Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and permitted assigns. MicroTraders has the right to delegate, assign and otherwise transfer any or all of its rights and duties under this Agreement. Neither the course of conduct between parties nor trade practice shall act to modify any provision of this Agreement. All rights not expressly granted herein are hereby reserved. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section.
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Related to Entire Agreement; Severability & Assignment

  • Entire Agreement; Amendment; Severability This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement.

  • Entire Agreement; Severability This Agreement contains the entire agreement between the parties relating to the subject matter hereof and supersedes all oral statements and prior writings with respect thereto. If any term, provision, covenant or restriction contained in this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable or against public policy, the remainder of the terms, provisions, covenants and restrictions contained herein shall remain in full force and effect and shall in no way be affected, impaired or invalidated. The Company, the Guarantors and the Initial Purchasers shall endeavor in good faith negotiations to replace the invalid, void or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the invalid, void or unenforceable provisions.

  • Entire Agreement; Amendment; Severability; Waiver This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Agent. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. No implied waiver by a party shall arise in the absence of a waiver in writing signed by such party. No failure or delay in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege hereunder.

  • Entire Agreement and Severability This Agreement represents the entire agreement among the parties with regard to the investment management matters described herein and may not be amended, modified or waived without the affirmative written consent of the Adviser and the Sub-Adviser effected in accordance with Section 17 of this Agreement except as otherwise noted herein. If any provision of this Agreement shall be held or made invalid by a statute, rule, regulation, decision of a tribunal or otherwise, the remainder of this Agreement shall not be affected thereby and, to this extent, the provisions of this Agreement shall be deemed to be severable.

  • Entire Agreement; Assignment This Agreement (a) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all other prior agreements and understandings both written and oral, between the parties with respect to the subject matter hereof and (b) shall not be assigned by operation of law or otherwise.

  • Entire Agreement, Severability and Force Majeure This Agreement contains the entire agreement between Issuer and Escrow Agent regarding the Escrow Account. If any provision of this Agreement is held invalid, the remainder of this Agreement shall continue in full force and effect. Furthermore, no party shall be responsible for any failure to perform due to acts beyond its reasonable control, including acts of God, terrorism, shortage of supply, labor difficulties (including strikes), war, civil unrest, fire, floods, electrical outages, equipment or transmission failures, internet interruptions, vendor failures (including information technology providers), or other similar causes.

  • Entire Agreement; Governing Law The Plan is incorporated herein by reference. The Plan and this Option Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Optionee's interest except by means of a writing signed by the Company and Optionee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of California.

  • Severability and Entire Agreement If any provision of this Agreement shall be held or made invalid by a court decision, statute or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby. This Agreement embodies the entire agreement and understanding between the parties hereto, and supersedes all prior agreements and understandings relating to this Agreement's subject matter.

  • ENTIRE AGREEMENT; MODIFICATION AND WAIVER (a) This Agreement contains the entire understanding between the parties hereto and supersedes any prior agreement between the Bank and Executive, except that this Agreement shall not affect or operate to reduce any benefit or compensation inuring to Executive of a kind elsewhere provided. No provision of this Agreement shall be interpreted to mean that Executive is subject to receiving fewer benefits than those available to her without reference to this Agreement.

  • Entire Agreement; Waiver (a) This Agreement constitutes the entire agreement between the Managing General Partner and you, and shall not be amended or modified in any way except by subsequent agreement executed in writing. Neither party to this Agreement shall be liable or bound to the other by any agreement except as specifically set forth in this Agreement.

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