Terms & Conditions / Terms of Use

This Terms & Conditions / Terms of Use Agreement (the "Agreement") is entered into as of 1st day of February, 2025 (the "Effective Date"), by and between Terralon LLC, an Arizona limited liability company ("Terralon," "we," "our," or "us"), and any visitor or user of our website, content, or services ("User" or "you").

Background:
Terralon provides multiple products and services, focusing on creating content for Minecraft. This Agreement governs your access to and use of Terralon's website, Terralon.world, and all associated content and services.

The parties agree as follows:
1. Introduction
1.1 Purpose

(a) This Agreement sets forth the terms and conditions governing the use of Terralon's website, content, and services, including but not limited to our Minecraft-related products. Terralon is committed to providing high-quality gaming content and services, and these terms are designed to protect both our users and our intellectual property.

1.2 Acceptance of Terms

(a) By accessing or using Terralon's website, content, or services, the User expressly acknowledges and agrees to be bound by these Terms & Conditions. If the User does not agree to these terms, they must immediately cease all use of Terralon's offerings.

1.3 Modifications to Terms
These Terms & Conditions apply to all aspects of Terralon's offerings, including but not limited to:

(a) Terralon reserves the right to modify, amend, or update these Terms & Conditions at any time, without prior notice. Any changes will be effective immediately upon posting on our website. The User's continued use of Terralon's website, content, or services after any such changes constitutes acceptance of the modified terms.

(b) Terralon strongly encourages Users to review these Terms & Conditions regularly to stay informed of any updates. If the User does not agree with the modified terms, they must discontinue use of Terralon's offerings.

(c) In the event of any material changes to these Terms & Conditions, Terralon will make reasonable efforts to notify Users through prominent notices on our website or via email. However, it remains the User's responsibility to stay informed of any modifications.

(d) Use of the Terralon website (Terralon.world)

(e) Access to and use of Terralon's Minecraft content

(f) Participation in Terralon's online communities and forums

(g) Use of any Terralon-developed tools, content, assets, or software

(h) Engagement with Terralon's Patreon or other subscription-based services

(i) By accepting these Terms & Conditions, the User acknowledges that they have read, understood, and agree to be legally bound by all provisions contained herein, as well as any additional guidelines or rules posted on Terralon's website or within its services.

2. Definitions
2.1 Terralon Content

(a) "Terralon Content" means any and all files, merchandise, digital assets, software, tools, designs, artwork, text, graphics, images, audio, video, and other content created, developed, owned, or licensed by Terralon and made available through the Website or Services. This includes, but is not limited to, Minecraft-related content, World Painter files, and any other materials provided by Terralon.

2.2 Redistribution

(a) "Redistribution" refers to the act of sharing, distributing, selling, sublicensing, or otherwise making available any Terralon Content to third parties, whether for commercial or non-commercial purposes, through any medium or platform, without explicit written consent from Terralon.

2.3 Unauthorized Users

(a) "Unauthorized Users" are individuals or entities who access, use, or attempt to use Terralon Content or Services without proper authorization, in violation of these Terms & Conditions, or in a manner inconsistent with the rights granted by Terralon. This includes users who circumvent security measures, share access credentials, or engage in any form of piracy or unauthorized distribution of Terralon Content.

2.4 Illegal Modification

(a) "Illegal Modification" means any alteration, adaptation, reverse engineering, decompilation, or modification of Terralon Content that is not expressly permitted by Terralon or necessary for gameplay. This includes, but is not limited to, removing or altering copyright notices, tampering with digital rights management technologies, or creating derivative works without authorization.

3. User Obligations
3.1 Compliance with Terms

(a) The User agrees to comply with all terms and conditions set forth in this Agreement. This includes adhering to all guidelines, policies, and instructions provided by Terralon on the Website or through any other communication channels. The User acknowledges that continued use of Terralon's Content and Services is contingent upon full compliance with these terms.

3.2 Restrictions on Use
The User shall not use Terralon's Content or Services in any manner that is not expressly permitted by this Agreement. Specifically:

(a) The User shall not redistribute, sell, lease, license, or otherwise make Terralon's Content available to third parties without prior written consent from Terralon.

(b) The User shall not use Terralon's Content for any commercial purposes unless explicitly licensed by Terralon to do so.

(d) The User shall not remove, alter, or obscure any copyright, trademark, or other proprietary rights notices from Terralon's Content.

(e) The User shall not use Terralon's Content in a manner that violates any applicable laws or regulations.

3.3 Prohibited Activities
The User is expressly prohibited from engaging in the following activities:

(a) Modifying Terralon's Content in any way that is not necessary for gameplay. This includes, but is not limited to, altering game mechanics, changing textures or models beyond what is required for normal gameplay, or modifying any code or scripts provided by Terralon.

(b) Using cheats, automation software, bots, hacks, mods, or any other unauthorized third-party software designed to modify or interfere with Terralon's Services or User's experience.

(c) Exploiting bugs, glitches, or design flaws in Terralon's Content or Services for personal gain or to the detriment of other Users.

(d) Engaging in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of Terralon's Services or other Users' experience.

(e) Collecting, harvesting, or otherwise obtaining personal information about other Users without their express consent.

(f) Impersonating Terralon, its employees, or other Users, or attempting to obtain passwords or personal information from other Users.

(g) Using Terralon's Content or Services to transmit any viruses, worms, defects, Trojan horses, or other items of a destructive nature.

(h) Violating any applicable local, state, national, or international law or regulation in connection with the use of Terralon's Content or Services.

(i) Attempting to gain unauthorized access to Terralon's systems, networks, or User accounts.

(j) Using Terralon's Content or Services in a manner that infringes upon or violates the intellectual property rights or other rights of any third party.

(k) The User acknowledges that engaging in any of these prohibited activities may result in immediate termination of their access to Terralon's Content and Services, and may subject them to legal action as outlined in the Penalties for Noncompliance section of this Agreement.

4. Intellectual Property Rights
4.1 Ownership of Content

(a) All content, including but not limited to text, graphics, logos, images, audio clips, digital downloads, data compilations, and software, available on the Website or through our Services (collectively, "Terralon Content") is the property of Terralon or its content suppliers and is protected by United States and international copyright laws. Terralon retains full ownership rights to all Terralon Content, including any downloadable files, unless expressly stated otherwise.

(b) Users acknowledge and agree that they do not acquire any ownership rights to Terralon Content by downloading, accessing, or using such content. Users cannot claim ownership of any content downloaded from our Website or obtained through our Services. Any use, reproduction, modification, distribution, or storage of Terralon Content for purposes other than personal, non-commercial use is expressly prohibited without prior written permission or licensing from Terralon.

4.2 User Contributions

(a) Users may have the opportunity to submit content, including but not limited to comments, reviews, or modifications to Terralon Content for use within Minecraft ("User Contributions"). By submitting User Contributions, Users grant Terralon a non-exclusive, royalty-free, perpetual, irrevocable, and fully sublicensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such User Contributions throughout the world in any media.

(b) Users represent and warrant that they own or control all rights in and to their User Contributions and have the right to grant the license above to Terralon. Users further acknowledge that all User Contributions are non-confidential and non-proprietary.

(c) Terralon reserves the right to remove, edit, or refuse to post any User Contributions at its sole discretion without notice or liability to the User.

4.3 License to Use
Subject to these Terms & Conditions, Terralon grants Users a limited, non-exclusive, non-transferable, and revocable license to access and use Terralon Content solely for personal, non-commercial purposes in connection with the Services and as permitted by the features of the Services. This license is conditioned on Users' continued compliance with these Terms & Conditions and does not include the right to:
Users agree to use Terralon Content and Services only for lawful purposes and in accordance with these Terms & Conditions. Users are prohibited from violating or attempting to violate the security of the Website or Services, including, without limitation:

(a) Sell, resell, or commercially use Terralon Content;

(b) Distribute, publicly perform, or publicly display any Terralon Content;

(d) Collect or use any product listings, descriptions, or prices for any purpose other than personal, non-commercial use;

(e) Use any data mining, robots, or similar data gathering and extraction methods;

(f) Download or copy account information for the benefit of another merchant; or

(g) Use any meta tags or any other "hidden text" utilizing Terralon's name or trademarks.

(h) Any use of Terralon Content or Services not expressly permitted in these Terms & Conditions is a breach of this Agreement and may violate copyright, trademark, and other applicable laws. Terralon reserves the right to revoke this license at any time for any reason without notice.

(i) Accessing data not intended for such User or logging into a server or account which the User is not authorized to access;

(j) Attempting to probe, scan, or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization;

(k) Attempting to interfere with service to any User, host, or network, including, without limitation, via means of submitting a virus to the Website, overloading, "flooding," "spamming," "mailbombing," or "crashing;"

(l) Forging any TCP/IP packet header or any part of the header information in any email or newsgroup posting; or

(m) Taking any action in order to obtain services to which such User is not entitled.

(n) Violations of system or network security may result in civil or criminal liability. Terralon reserves the right to investigate occurrences that may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations.

5. Redistribution and Licensing
5.1 Conditions for Redistribution

(a) Terralon strictly prohibits the redistribution of any Content without our prior written consent. Users may not share, distribute, or make available any part of the Content to third parties, whether for free or for a fee, without explicit authorization from Terralon. This includes, but is not limited to, sharing Content on file-sharing platforms, social media, or personal websites.

(b) To request permission for redistribution, Users must submit a detailed written request to Terralon, outlining the specific Content they wish to redistribute, the intended audience, the purpose of redistribution, and any potential commercial aspects. Terralon reserves the right to approve or deny such requests at its sole discretion.

(c) Any authorized redistribution must maintain the integrity of the Content, including all copyright notices, trademarks, and other proprietary markings. Users must not alter, modify, or remove any such markings without Terralon's express permission.

(d) Terralon may, at its discretion, impose additional conditions for redistribution, such as time limitations, geographical restrictions, or requirements for attribution. Users granted redistribution rights must strictly adhere to these conditions and any other terms specified in the written authorization.

5.2 Licensing Requirements
Terralon offers various types of licenses, including but not limited to:
a) Personal Use License: This license is automatically granted to Users who access the Content through authorized channels and is limited to personal, non-commercial use within the Minecraft game environment.
b) Commercial Use License: Required for any use of the Content that generates revenue, directly or indirectly, including but not limited to use on commercial Minecraft servers, YouTube videos, or Twitch streams.
c) Educational License: Available for educational institutions wishing to use the Content for teaching purposes.
d) Custom License: Tailored for specific use cases not covered by standard license types.

(a) All use of Terralon's Content is subject to licensing requirements. Users must obtain the appropriate license from Terralon before using any Content beyond the scope of personal, non-commercial use as explicitly permitted in these Terms & Conditions.

(b) To obtain a license, Users must submit a license application to Terralon, detailing the intended use of the Content, the duration of use, and any commercial aspects. Terralon will review each application and may request additional information before granting or denying the license.

(c) All licenses are non-transferable and subject to revocation if the User violates any terms of the license agreement or these Terms & Conditions. Terralon reserves the right to modify license terms or discontinue offering certain license types at any time.

(d) Users must maintain accurate records of their licensed use of the Content and make these records available to Terralon upon request for auditing purposes.

5.3 Commercial Use Restrictions
Commercial use of Terralon's Content is strictly prohibited without a valid Commercial Use License obtained directly from Terralon. For the purposes of these Terms & Conditions, commercial use includes, but is not limited to:
To obtain a Commercial Use License, Users must:

(a) Using the Content on Minecraft servers that generate revenue through donations, subscriptions, or any form of monetary compensation.

(b) Incorporating the Content into YouTube videos, Twitch streams, or other content creation platforms that generate ad revenue, sponsorships, or other forms of income.

(d) Using the Content in any manner that directly or indirectly generates revenue or other commercial benefits.

(e) Users engaged in commercial use without a valid license are in violation of these Terms & Conditions and may be subject to legal action, including but not limited to cease and desist orders, damage claims, and termination of access to Terralon's services.

(f) Submit a detailed application to Terralon, outlining the specific commercial use intended, projected revenue, and duration of use.

(g) Provide accurate information about their business entity, including registration details and tax identification numbers where applicable.

(h) Agree to revenue sharing terms, which may include upfront fees, ongoing royalties, or a combination thereof, as determined by Terralon based on the nature and scale of the commercial use.

(i) Comply with all reporting requirements specified in the Commercial Use License, which may include regular financial reports and usage statistics.

(j) Obtain written approval from Terralon for any significant changes to the agreed-upon commercial use.

(k) Terralon reserves the right to conduct audits of commercially licensed users to ensure compliance with license terms and accurate reporting of revenue. Users must cooperate fully with such audits and provide all requested documentation in a timely manner.

(l) Any attempt to circumvent these commercial use restrictions, such as through the use of proxy software or unauthorized modifications to the Content, is strictly prohibited and may result in immediate termination of the license and legal action.

(m) Terralon may, at its sole discretion, offer different tiers of Commercial Use Licenses based on the scale and nature of the commercial use. Users are responsible for ensuring they maintain the appropriate license tier for their level of commercial activity.

(n) By using Terralon's Content in any commercial capacity, Users acknowledge and agree that Terralon retains all intellectual property rights and that the Commercial Use License grants only limited, revocable rights to use the Content as specified in the license agreement.

6. Penalties for Noncompliance
6.1 Unauthorized Use Penalties
Terralon reserves the right to impose penalties for unauthorized use of its Content, Services, or Website. These penalties may include, but are not limited to:

(a) Immediate termination of the User's access to all Terralon Content, Services, and Website.

(b) A financial penalty of up to $25,000 per instance of unauthorized use, payable to Terralon within 30 days of written notice.

(d) Public disclosure of the User's unauthorized activities, subject to applicable laws and regulations.

(e) Reporting of the User's activities to relevant authorities, including but not limited to law enforcement agencies and internet service providers. (Penalties of piracy could include a fine of $250,000 and potential imprisonment.)

(f) Blocking of the User's IP address and associated accounts from accessing any Terralon-related platforms or services.

(g) Revocation of any previously granted licenses or permissions related to Terralon Content.

6.2 Illegal Modification Penalties
Users who illegally modify Terralon's Content will be subject to severe penalties, including but not limited to:

(a) A financial penalty of up to $25,000 per instance of illegal modification, payable to Terralon within 30 days of written notice.

(b) Immediate and permanent ban from all Terralon platforms, services, and communities.

(d) Mandatory disclosure of all distribution channels used for the illegally modified content.

(e) Public announcement of the User's illegal activities on Terralon's official channels and relevant gaming forums.

(f) Cooperation with law enforcement agencies to pursue criminal charges for intellectual property theft and fraud.

(g) Blacklisting of the User from participating in any future Terralon events, contests, or promotions.

(h) Requirement to publish a public apology and retraction on platforms where the illegally modified content was distributed.

6.3 Legal Actions
In addition to the penalties outlined above, Terralon reserves the right to pursue various legal actions against Users who engage in unauthorized use or illegal modification of Terralon Content, including but not limited to:

(a) Filing civil lawsuits for damages, including actual damages, statutory damages, and punitive damages where applicable.

(b) Seeking injunctive relief to immediately cease and desist all infringing activities.

(d) Initiating DMCA takedown procedures against any platforms or services hosting the unauthorized or illegally modified content.

(e) Filing complaints with relevant regulatory bodies, such as the Federal Trade Commission, for unfair competition practices.

(f) Seeking court orders for the seizure and destruction of any hardware or software used in the unauthorized use or illegal modification of Terralon Content.

(g) Pursuing legal action against any third parties who knowingly facilitated or benefited from the unauthorized use or illegal modification of Terralon Content.

(h) Initiating arbitration proceedings as outlined in the Dispute Resolution section of this Agreement.

(i) Seeking reimbursement for all legal fees, court costs, and other expenses incurred by Terralon in enforcing its rights under this Agreement.

(j) Reporting the User's activities to credit bureaus, potentially affecting their credit score and future financial opportunities.

(k) Pursuing legal action in multiple jurisdictions where the unauthorized use or illegal modification has occurred or caused harm to Terralon.

(l) Terralon reserves the right to enforce any combination of these penalties and legal actions as it deems appropriate based on the severity and extent of the violation. Users acknowledge that these penalties are reasonable and necessary to protect Terralon's intellectual property rights and business interests. By accepting these Terms & Conditions, Users agree to be bound by these penalty provisions and to accept the consequences of any violations they commit.

7. Limitation of Liability
7.1 Disclaimer of Warranties

(a) Terralon provides its content and services "as is" and "as available" without any warranty of any kind, express or implied. We expressly disclaim all warranties, including but not limited to, the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. Terralon does not warrant that the content or services will be error-free, uninterrupted, secure, or free of viruses or other harmful components. The User acknowledges that they download and use Terralon's content and services at their own risk.

7.2 Limitation of Damages
To the fullest extent permitted by applicable law, Terralon shall not be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses resulting from:

(a) The User's access to or use of, or inability to access or use, the Website, Content, or Services;

(b) Any unauthorized access to or use of our servers and/or any personal information stored therein;

(d) Any bugs, viruses, trojan horses, or the like that may be transmitted to or through the Website by any third party;

(e) Any errors or omissions in any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted, or otherwise made available via the Website or Services.

(f) In no event shall Terralon's aggregate liability for all claims related to the Website, Content, or Services exceed the greater of one hundred dollars ($100) or the amount paid by the User, if any, to Terralon for access to or use of the Website, Content, or Services during the twelve (12) months immediately preceding the date of the claim.

7.3 Indemnification
The User agrees to defend, indemnify, and hold harmless Terralon, its officers, directors, employees, and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from:
Nothing in this Agreement shall limit or exclude Terralon's liability for:

(a) The User's use of and access to the Website, Content, or Services;

(b) The User's violation of any term of this Agreement;

(c) The User's violation of any third-party right, including without limitation any copyright, property, or privacy right;

(d) Any claim that the User's use of the Website, Content, or Services caused damage to a third party.

(e) This defense and indemnification obligation will survive the termination of this Agreement and the User's use of the Website, Content, or Services. Terralon reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by the User, in which event the User will cooperate with Terralon in asserting any available defenses.

(f) The User acknowledges that Terralon has no obligation to review, monitor, or remove any user-generated content, but has the right to remove, edit, or modify any content for any reason, without notice, at its sole discretion. The User further acknowledges that Terralon shall have no liability to the User or any third party for any modification, suspension, or discontinuance of the Website, Content, or Services.

(g) Death or personal injury caused by its negligence;

(h) Fraud or fraudulent misrepresentation;

(i) Any other liability which cannot be limited or excluded by applicable law.

(j) The limitations and exclusions of liability set out in this section and elsewhere in this Agreement are reasonable in the circumstances and reflect the nature of the relationship between Terralon and the User, taking into account the free and low-cost nature of many of Terralon's offerings.

8. Governing Law and Dispute Resolution
8.1 Governing Law

(a) This Agreement and any disputes arising out of or related to it will be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

8.2 Arbitration

(a) Any dispute, controversy, or claim arising out of or relating to this Agreement, including its formation, interpretation, breach, or termination, will be resolved through binding arbitration. The arbitration will be conducted by a single arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration will take place in Phoenix, Arizona, unless otherwise agreed by the parties. The arbitrator's decision will be final and binding on both parties. Each party will bear its own costs and expenses, including attorney's fees, associated with the arbitration.

8.3 Jurisdiction

(a) Notwithstanding the arbitration provision, the parties agree that the state and federal courts located in Arizona will have exclusive jurisdiction over any action or proceeding to enforce this Agreement or to obtain injunctive or equitable relief. Each party irrevocably submits to the jurisdiction of such courts in any such action or proceeding.

(b) The parties acknowledge that this section on governing law and dispute resolution is essential to the Agreement and that any breach of its terms would cause irreparable harm. In the event of any violation or threatened violation of this section, the non-breaching party may, in addition to other remedies, seek and obtain injunctive relief or specific performance to enforce these provisions.

(c) The parties further agree that the prevailing party in any dispute resolution proceeding, whether arbitration or court action, will be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party. For purposes of this provision, the "prevailing party" will be the party who obtains substantially the relief sought, whether by judgment, order, settlement, or otherwise.

(d) In the event that any provision of this section is found to be invalid or unenforceable, such provision will be severed from the Agreement, and the remaining provisions will continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid or unenforceable provision with a valid and enforceable provision that achieves, to the extent possible, the original intent of the parties.

(e) The parties expressly waive any right to a jury trial and agree that all disputes will be resolved as set forth in this section. This waiver is irrevocable and will survive the termination or expiration of this Agreement.

(f) For clarity, nothing in this section will prevent either party from seeking immediate injunctive relief from a court of competent jurisdiction in the event of a breach or threatened breach of any provision of this Agreement that would result in irreparable harm.

(g) The parties acknowledge that they have read and understood this section, have had the opportunity to consult with legal counsel regarding its terms, and voluntarily agree to be bound by its provisions.

9. Termination
9.1 Termination by Terralon
Terralon may terminate this Agreement and the User's access to the Website, Content, or Services at any time and for any reason, with or without notice. Reasons for termination may include, but are not limited to:

(a) Violation of these Terms & Conditions, the EULA, Privacy Policy, or any other agreement related to the use of Terralon's Content or Services;

(b) Unauthorized use, redistribution, or modification of Terralon's Content;

(d) Failure to comply with licensing requirements for commercial use;

(e) Any action that Terralon, in its sole discretion, believes may cause harm to Terralon, other Users, or third parties.

(f) Upon termination, Terralon will provide notice to the User via email or through the Website. Terralon reserves the right to refuse service, terminate accounts, or remove or edit Content at its sole discretion.

9.2 Termination by User
The User may terminate their use of Terralon's Website, Content, or Services at any time by:

(a) Ceasing all use of the Website, Content, and Services;

(b) Deleting all copies of Terralon's Content from their devices and servers;

(d) The User acknowledges that certain obligations under this Agreement, including but not limited to intellectual property rights, confidentiality, and non-disclosure provisions, will survive termination.

9.3 Effects of Termination
Upon termination of this Agreement, whether by Terralon or the User:

(a) The User's right to access and use Terralon's Website, Content, and Services immediately ceases;

(b) The User must immediately discontinue all use of Terralon's Content and Services;

(d) Any licenses granted to the User under this Agreement are immediately revoked;

(e) The User remains liable for any fees, charges, or obligations incurred prior to termination;

(f) Terralon may, but is not obligated to, delete any of the User's data, accounts, or other information stored on Terralon's servers;

(g) All provisions of this Agreement which by their nature should survive termination shall survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

(h) The User acknowledges that Terralon shall not be liable to the User or any third party for any termination of access to the Website, Content, or Services. Terralon reserves the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress, for any unauthorized use or termination.

(i) In the event of termination due to the User's breach of this Agreement, the User may be subject to the penalties outlined in Section 6, including but not limited to fines, legal action, and potential criminal charges for piracy or copyright infringement.

(j) Terralon may, at its sole discretion, allow the User to remedy any breach and reinstate access to the Website, Content, or Services. However, Terralon is under no obligation to do so and may refuse reinstatement for any reason.

(k) The User agrees that upon termination, they will immediately cease any representation of affiliation with Terralon and will not attempt to access the Website, Content, or Services through any means. Any attempt to do so may result in additional legal action.

10. Miscellaneous
10.1 Entire Agreement

(a) This Agreement constitutes the entire understanding between Terralon and the User regarding the subject matter herein and supersedes all prior agreements, representations, and understandings, whether written or oral. Any modifications to this Agreement must be made in writing and signed by both parties.

10.2 Severability

(a) If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect. The parties agree to negotiate in good faith to replace any invalid, illegal, or unenforceable provision with a valid, legal, and enforceable one that achieves the original intent and economic effect as closely as possible.

10.3 Waiver

(a) The failure of either party to enforce any right or provision in this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed to by that party in writing. No waiver of any breach of this Agreement will be deemed to be a waiver of any preceding or succeeding breach.

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