UNITED STATES GOLF ASSOCIATION
Golf Handicap Information Network (GHIN)
Admin Portal Administrator
Terms of Service Agreement
Last Updated: January 2020
This GHIN Admin Portal Administrator Terms of Service (“Agreement”) governs the access and use of certain components of the GHIN Products, including the USGA Admin Portal (“USGA Admin Products”), which are reserved for designated administrators and managers of GHIN Product subscribers.
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY AS IT IS A LEGALLY BINDING AGREEMENT BETWEEN (1) THE UNITED STATES GOLF ASSOCIATION (“USGA”), ON THE ONE HAND, AND (2) THE ALLIED GOLF ASSOCIATION, STATE AND REGIONAL GOLF ASSOCIATION OR ANY OTHER GOLF ASSOCIATION, AS APPLICABLE, (COLLECTIVELY, “REGIONAL ASSOCIATIONS”), OR THE APPLICABLE MEMBER GOLF CLUB (“MEMBER CLUB”) AND THEIR RESPECTIVE AUTHORIZED USERS (as defined below) ACCEPTING THIS AGREEMENT, AS THE CASE MAY BE, ON THE OTHER HAND. THE REGIONAL ASSOCIATION OR MEMBER CLUB THAT HAS SUBSCRIBED TO THE GHIN PRODUCTS AND IS ACCEPTING THIS AGREEMENT IS ALSO REFERRED TO GENERALLY AS THE “SUBSCRIBING ENTITY”, AND SUBSCRIBING ENTITY and AUTHORIZED USER ARE SOMETIMES REFERRED TO COLLECTIVELY AS “subscriber”.
USE OF AND ACCESS TO THE USGA ADMIN PRODUCTS IS CONDITIONED UPON ACCEPTANCE OF THIS AGREEMENT, WHICH OCCURS EITHER UPON GENERAL CONTINUED USE OF THE USGA ADMIN PRODUCTS OR BY CLICKING THE “I AGREE” CHECKBOX OR SIMILAR ATTESTATION UPON LOGIN. THE INDIVIDUAL ACCEPTING THIS AGREEMENT REPRESENTS AND WARRANTS THAT HE/SHE IS 18 YEARS OF AGE OR OLDER AND AN (1) AUTHORIZED REPRESENTATIVE OF THE SUBSCRIBING ENTITY WITH THE RIGHT, POWER AND AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE SUBSCRIBING ENTITY AND/OR (2) AUTHORIZED USER.
For purposes of this Agreement, the following definitions apply.
“Authorized User” means a named employee or agent of the Subscribing Entity who is authorized by Subscribing Entity to access the USGA Admin Products.
“Personal Information” means any personal information that can be used on its own or with other information to identify, contact, or locate any individual person. Such information may include, without limitation: Internet Protocol (IP) address; contact information, such as name, address, email address, telephone number, and/or GHIN number or other golfer identification number; password or other login credentials to create and access a user account on the GHIN Products; certain demographic information, such as gender and birthdate to the extent such information is connected to any Personal Information; and certain golf play statistics (such as how, when and where golf was played) to extent such information is connected to any Personal Information. These are only examples of the types of Personal Information.
“Privacy Laws and Policies” means: (i) all privacy, security, data protection, direct marketing, consumer protection (including, without limitation, the Children's Online Privacy Protection Act of 1998 (“COPPA”)) and workplace privacy laws, rules and regulations of any applicable jurisdiction (including, without limitation, the U.S. and each state of the U.S.), and all then-current industry standards, guidelines and practices with respect to privacy, security, data protection, direct marketing, consumer protection and workplace privacy, including the collection, processing, storage, protection and disclosure of Personal Information; (ii) the applicable data security and privacy policies of USGA and Subscribing Entity; (iii) any other bilateral agreements between USGA and Subscribing Entity governing or relating to Personal Information; and (iv) any separate bilateral agreement (if any) between Member Club and a Regional Association governing or relating to Personal Information, in each case to the extent such bilateral agreement is at least as restrictive as this Agreement with respect to Personal Information.
1. USGA ADMIN PRODUCT SUBSCRIPTION AND LICENSE
a. Regional Association and Member Club Standing. In addition to other conditions and restrictions set forth in this Agreement, use of and access to the USGA Admin Products is subject to and conditioned upon the following: (1) in case a Regional Association is the Subscribing Entity, then such Reginal Association maintaining active status as a member in good standing with USGA and having an effective Golf Handicap and Information Network (GHIN) License and Service Agreement with the USGA (a “GHIN Agreement”), and (2) in case a Member Club is the Subscribing Entity, then such Member Club maintaining active status as a member in good standing with the applicable Regional Association which has a valid GHIN Agreement with the USGA (in each case, “Active Membership”).
b. USGA Admin Products. Subject to the terms and conditions of this Agreement and Subscriber’s compliance thereto, USGA hereby grants to the Subscribing Entity during the Subscription Term (as defined below) a limited, non-exclusive, non-transferrable, non-assignable, revocable access to, and use of, the USGA Admin Products for internal use by Authorized Users solely for the benefit of the Subscribing Entity.
2. INITIAL ACCESS; USER ACCOUNT
a. Initial Access. USGA or its designee will process new requests by a Subscribing Entity for use of and access to the USGA Admin Products as permitted under this Agreement.
b. User Account. The use of the USGA Admin Products requires the creation of a user account for each Authorized User. User accounts are comprised of a user name and password (“User Account”). User Accounts may be created by the system administrator of the Subscribing Entity or through a process designated by USGA. Subscribing Entity shall limit each Authorized User to one active User Account at any given time. User Accounts shall not be shared and shall be treated by each Authorized User as confidential information. Subscribing Entity shall not share Authorized User access credentials with any other third parties. Subscribing Entity shall be responsible for the actions of Authorized Users and shall ensure each Authorized User uses and accesses the USGA Admin Products in accordance with the terms of this Agreement.
3. SUPPORT
USGA, through is suppliers and agents, may provide support to Subscribing Entity for the USGA Admin Products. USGA may, in its discretion, provide written materials in form of user guides, instruction manuals, quick reference guides, FAQs, demonstration or tutorial videos or white papers (“Documentation”). To the extent such Documentation is provided to Subscriber, such Documentation shall be used by Subscriber solely for training purposes in connection with the permitted use of the USGA Admin Products in accordance with this Agreement. USGA retains the right to demand that Subscriber cease using any portion or all of the Documentation (or derivatives thereof) and Subscriber shall promptly comply with any such request made from time to time. Subscriber shall destroy all copies of the Documentation upon expiration or termination of this Agreement for any reason.
4. FEES
So long as a Subscribing Entity has an Active Membership, it may use and access USGA Admin Products at no additional charge beyond what is required under the GHIN Agreement.
5. TERM; TERMINATION
This Agreement commences on the date Subscriber accepts this Agreement and shall remain in effect until the earlier of (a) the date USGA gives notice to Subscribing Entity of termination of this Agreement for any reason or (b) the date of termination or expiration of Active Membership for Subscribing Entity (“Subscription Term”). The USGA may terminate, change, suspend or discontinue any or all aspects of the USGA Admin Products at any time, with or without notice. The USGA may restrict, suspend or terminate Subscriber’s access or use of the USGA Admin Products if USGA believes Subscribing Entity or any Authorized User is in breach of this Agreement or applicable law, or for any other reason without notice or liability. The USGA maintains a policy that provides for the termination, in appropriate circumstances, of use privileges for its products and services of users who are repeat infringers of intellectual property rights. Upon termination of this Agreement for any reason, Subscriber must cease all use of the USGA Admin Products. Termination of this Agreement shall not limit any of USGA’s rights or remedies at law or in equity.
6. PROPRIETARY RIGHTS
Subscriber acknowledges and agrees that USGA and/or its licensors own and retain all right, title, and interest in and to the GHIN Products, including the USGA Admin Products, and any intellectual property contained therein, including without limitation, any and all, technology, content, software, code, user interfaces, trademarks and other items posted thereon or used in connection or associated with the GHIN Products.
Except as expressly granted in this Agreement, no license or right under any intellectual property rights in the GHIN Products are granted or implied by this Agreement. Specifically, Subscriber shall not (a) modify, port, translate, localize or create derivative works of the GHIN Products or the intellectual property contained therein; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the GHIN Products or intellectual property contained therein by any means whatsoever, or disclose any of the foregoing; or (c) except as expressly agreed between Regional Association and USGA pursuant to a separate written agreement, sell, lease, license, sublicense, copy, market, distribute or offer as a service the GHIN Products or the intellectual property contained therein. Subscriber shall not remove, obscure or alter any copyright or trademark notices or any trademarks contained in the GHIN Products.
The trademarks, logos, service marks and trade names that may be displayed on or within the GHIN Products are registered and unregistered trademarks of the USGA and other entities or persons (collectively, the “Trademarks”), and may not be used by Subscriber unless authorized in writing by the Trademark owner. Nothing contained in the GHIN Products should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on or within the GHIN Products without the USGA’s written permission or that of the third-party rights holder.
As between the Subscribing Entity and USGA, the ownership and usage rights to certain data relating to the Subscribing Entity in the GHIN Products shall be governed by the terms of that certain Master Data Services Agreement then in effect between the USGA and the applicable Regional Association (“MDS Agreement”). Nothing in this Agreement shall be construed to permit Subscriber or USGA to use any data or information collected through the USGA Admin Products or otherwise, in whole or in part, in violation of any applicable Privacy Laws and Policies.
7. SUBMITTED MATERIALS
Unless specifically requested, the USGA does not solicit, nor does the USGA wish to receive, any confidential, secret or proprietary information or other material from Subscriber through the USGA Admin Products, by e-mail or in any other way. Any information, proposals, requests, creative works, pictures, photographs, documents, letters, ideas, suggestions, concepts, methods, systems, designs, drawings, renderings, plans, techniques or other materials (collectively “Submitted Materials”) submitted, posted, uploaded or sent or transmitted on or through the USGA Admin Products in any manner will be deemed not to be confidential or secret, and may be used by the USGA in any manner consistent with this Agreement. For clarity, Submitted Materials does not include the data covered by the terms of the MDS Agreement.
By submitting, uploading, posting or sending Submitted Materials through, to or on the USGA Admin Products, Subscriber: (A) represents and warrants that either (i) Submitted Materials are original to Subscriber (as the case may be) and that no other party has any rights thereto or (ii) Subscriber has the necessary licenses, rights, consents and permissions to use such Submitted Materials and use them in the USGA Admin Products in accordance with this Agreement, and that any “moral rights” in the Submitted Materials have been waived; and (B) Subscriber grants to the USGA and its licensors and service providers a royalty-free, unrestricted, worldwide, perpetual, irrevocable, non-exclusive and fully transferable, assignable and sublicensable right and license to use, copy, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform, display, make, sell and export such material (in whole or part) and/or to incorporate it (in whole or in part) in other works (including, without limitation, other USGA Admin Products and services), products or services in any form, media, or technology now known or later developed. The USGA cannot be responsible for maintaining any Submitted Material that Subscriber provided to the USGA or on or through USGA Admin Products, and the USGA may delete or destroy any such Submitted Material at any time.
8. RULES OF CONDUCT
While using or accessing the USGA Admin Products, in addition to any other supplementary terms and conditions that may be posted or otherwise made available in connection with particular components of the USGA Admin Products, areas or features on the USGA Admin Products, Subscriber shall not:
- share User Accounts or associated Authorized User access credentials with any other person, except to the extent Subscribing Entity is providing credentials to an Authorized User;
- use the USGA Admin Products or Documentation except as expressly permitted in this Agreement;
- impersonate any person or entity or misrepresent affiliation with any other person or entity;
- use, redistribute, republish or exploit in whole or in part any portion of the USGA Admin Products (including its content) for any commercial or promotional purposes, or contact any other user of the USGA Admin Products for commercial or promotional purposes, or offer to buy or sell any product or service on or through Subscriber’s activities on the USGA Admin Products except as authorized by USGA;
- alter, edit, delete, remove, fail to display, otherwise change the meaning or appearance of, or repurpose any component of the USGA Admin Products or its contents, including, without limitation, any trademarks, trade names, logos, service marks, promotional taglines, or any other proprietary content or proprietary rights notices included therein or thereon;
- obtain or attempt to gain unauthorized access to other computer systems, materials, information or any services available on or through the USGA Admin Products through any means, including through means not intentionally made publicly available or provided for in the USGA Admin Products;
- engage in spidering, screen scraping, database scraping, harvesting of e-mail addresses or other personal information, or any other automatic or unauthorized means of accessing, logging-in or registering on USGA Admin Products or any server or database connected to the USGA Admin Products;
- use the USGA Admin Products or any of its respective features and services in any manner that could interrupt, damage, disable, overburden or impair the USGA Admin Products or interfere with any other party's use and enjoyment of the USGA Admin Products, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests;
- circumvent, reverse engineer, decrypt, or otherwise alter or interfere (or attempt, encourage or support anyone else’s attempt to do any of the foregoing) with the USGA Admin Products, in whole or in part;
- frame any third-party sites or content, in any manner that would constitute or could be interpreted as an endorsement or sponsorship by the USGA or its service providers of any third-party site, content, information or other materials, or in any manner that would violate the terms and conditions of any such third party sites;
- upload, post, transmit, distribute or otherwise publish to, on or through the USGA Admin Products, any information, content or materials which are false, fraudulent, misleading, unlawful, threatening, abusive, harassing, hateful, racially, ethnically or otherwise objectionable, libelous, defamatory, obscene, vulgar, offensive, pornographic, profane, sexually explicit or indecent, including without limitation, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability or otherwise violate any local, state, national or international law;
- use the USGA Admin Products to, or in any other manner, violate, plagiarize or infringe the rights of third parties, including without limitation, copyright, trademark, trade secret, confidentiality, contract, patent, rights of privacy or rights of publicity or any other proprietary or legal right;
- upload, post, publish, distribute or otherwise transmit any information or material which constitutes or contains a virus, spyware, or other harmful component, or which contains any embedded links, advertising, chain letters or pyramid schemes of any kind; or
- use the USGA Admin Products, in whole or in part, in violation of any applicable law, including, without limitation any applicable Privacy Laws and Policies.
9. PRIVACY AND PERSONAL INFORMATION
The USGA Admin Products include certain features that allow Authorized Users to independently create custom fields for collection of any information, including Personal Information. Subscribing Entity shall collect all Personal Information in accordance with all Privacy Laws and Policies and shall ensure that Authorized Users use the USGA Admin Products in accordance with all Privacy Laws and Policies. Without limiting the generality of the foregoing, Subscribing Entity shall be responsible for setting and enforcing Authorized User policies with respect to the use of USGA Admin Products for the collection of Personal Information and shall, at a minimum, restrict Authorized Users from (i) collecting any Personal Information that may violate Privacy Laws and Policies and (ii) permitting children under 13 years of age to directly interact with the USGA Admin Products in any way. Some components of the USGA Admin Portal permits Authorized Users to distribute reports and other documents that may contain Personal Information to third parties selected by the Authorized User. Subscriber acknowledges and agrees that the USGA does not control such distribution and it is the Subscriber’s sole and absolute duty to ensure that any such distribution complies with all Privacy Laws and Policies.
10. RIGHT TO MONITOR AND EDITORIAL CONTROL
The USGA reserves the right (but does not have nor assume any obligation) to monitor and/or review all information and materials posted or otherwise submitted to the USGA Admin Products, including, without limitation, any information or materials collected by Subscribers through custom fields. The USGA is not responsible for any such information or materials. However, the USGA reserves the right at all times to disclose any information as necessary to satisfy any law, regulation or government request, or to edit, refuse to post or to remove any information or materials, in whole or in part, that in the USGA’s sole discretion, are objectionable or in violation of Agreement, the USGA’s policies or applicable law. The USGA may also impose limits on certain features or restrict Subscriber’s access to part or all of the USGA Admin Products, without notice or penalty, if the USGA believes Subscribing Entity or any of its Authorized Users are in breach of this Agreement or applicable law, or for any other reason without notice or liability.
11. THIRD PARTY WEBSITES
Subscriber may be able to link from the USGA Admin Products to third-party web sites and third-party web sites may link to the USGA Admin Products (“Linked Sites”). The USGA Admin Products may also be integrated with third party applications to provide Subscriber with additional features and an enhanced experience (“Integrated Applications”). Subscriber acknowledges and agrees that the USGA has no responsibility for any information, content, advertising, products, services or other materials on any Linked Sites or Integrated Applications, and that Integrated Applications and links to Linked Sites do not necessarily constitute an endorsement, approval or sponsorship thereof by the USGA. If Subscriber chooses to rely on any Linked Site or Integrated Applications, Subscriber is doing so at Subscriber’s own risk and Subscriber assumes all responsibilities and consequences resulting from such choice. Linked Sites and Integrated Applications may be subject to separate end user license agreements and/or privacy policies.
12. INDEMNIFICATION
Subscriber agrees to defend, indemnify and hold the USGA, and its directors, officers, employees, agents, service providers and licensors harmless from any and all claims, liabilities, costs and expenses, including reasonable attorneys' fees, arising in any way from (i) Subscriber’s use of the GHIN Products or (ii) Subscriber’s breach or violation of the law or this Agreement. The USGA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by Subscriber, and in such case, Subscriber agrees to cooperate with any such defense.
13. DISCLAIMER OF WARRANTIES
THE GHIN PRODUCTS AND ANY ASSOCIATED TRADEMARKS AND SERVICE MARKS CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS, DOWNLOADS AND MATERIALS CONTAINED THEREIN, IS PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY RELATING TO INFORMATION, DATA, DATA PROCESSING SERVICES, SECURITY, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, CORRECTNESS, PRECISION, THOROUGHNESS, COMPLETENESS OR CONTENT OF INFORMATION, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE USGA HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. TO THE EXTENT PERMITTED BY LAW. THE USGA DOES NOT WARRANT THAT ANY DEFECTS WILL BE CORRECTED IN A TIMELY MANNER OR AT ALL.
TO THE EXTENT PERMITTED BY LAW, USGA MAKES NO WARRANTY THAT THE GHIN PRODUCTS, IN WHOLE OR IN PART, WILL MEET THE SUBSCRIBER’S REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY THE SUBSCRIBER FROM THE USGA, SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
THE USGA ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, THE SUBSCRIBER’S COMPUTER OR MOBILE EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF ANY SUBSCRIBER’S ACCESS TO, USE OF, OR BROWSING IN THE GHIN PRODUCTS.
14. LIMITATION OF LIABILITY
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL USGA OR ANY OF ITS OFFICERS, EXECUTIVE COMMITTEE MEMBERS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE GHIN PRODUCTS OR ANY RELATED LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO THE SUBSCRIBER FOR ANY DIRECT DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THIS AGREEMENT EXCEED, IN THE AGGREGATE, (A) THE AGGREGATE NET FEES PAID TO THE USGA FOR THE USE OF THE GHIN PRODUCTS DURING THE MOST RECENT 12 MONTHS PERIOD IF THE SUBSCRIBER IS A REGIONAL ASSOCIATION, AND (B) ONE HUNDRED DOLLARS IF THE SUBSCRIBER IS A MEMBER CLUB. THE SUBSCRIBER UNDERSTANDS AND AGREES THAT (A) THE MUTUAL AGREEMENTS MADE IN THIS SECTION REFLECT A REASONABLE ALLOCATION OF RISK, AND (B) THE PARTIES HERETO WOULD NOT HAVE ENTERED INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON LIABILITY.
15. JURISDICTIONAL ISSUES
The USGA does not represent that the GHIN Products or any contents contained therein are appropriate or available for use in any location outside of the United States. Subscribers who choose to access the GHIN Products from locations outside of the United States do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable. To the extent local laws require additional terms, this Agreement may be subject to separate jurisdictional terms, if any and as applicable. The GHIN Products are subject to United States export controls. The GHIN Products may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iran, North Korea, Sudan, Syria or any other country to which the United States has embargoed goods; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders; or (iii) in any other manner that violates U.S. law. By using the GHIN Products, Subscriber represents and warrants that Subscriber is not located in, under the control of, or a national or resident of any such country or on any such list.
16. CHANGES TO THIS AGREEMENT
The USGA has the right to change or modify this Agreement, or to impose new conditions on Subscriber’s use of the GHIN Products, at any time. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, but not limited to, posting within the GHIN Products, by electronic mail, by messaging, or by any other means from which Subscriber may obtain notice thereof. Any use of the GHIN Products by Subscriber subsequent to such notice shall be deemed to constitute Subscriber’s acceptance of such changes, modifications, additions, or deletions.
17. MISCELLANEOUS
This Agreement and the relationship between Subscriber and the USGA shall be governed by the laws of the United States and the State of New Jersey, without regard to its conflict of law provisions. Subscriber agrees that any cause of action that may arise under this Agreement shall be commenced and be heard in the appropriate court in the State of New Jersey. Subscriber agrees to submit to the personal and exclusive jurisdiction of the courts located within the State of New Jersey. The USGA’s failure to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.