TERMS OF SERVICE
Unless otherwise defined herein, or the context otherwise dictates, capitalized terms used in the Terms of Service shall have the indicated meanings set forth in Exhibit “A” attached hereto.
YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS THE VENDOR AND ITS OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, FROM AND AGAINST ANY AND ALL CLAIMS, DAMAGES, OBLIGATIONS, LOSSES, LIABILITIES, COSTS, DEBT, AND EXPENSES (INCLUDING BUT NOT LIMITED TO ATTORNEY’S FEES) ARISING FROM (I) YOUR OR YOUR AGENTS’ USE OF OR ACCESS TO THE SERVICES; (II) ANY THIRD-PARTY USE OF, OR ACCESS TO, YOUR ACCESS ID; (III) YOUR OR YOUR AGENTS’ VIOLATION OF ANY TERM OF THE TERMS OF SERVICE; (IV) YOUR OR YOUR AGENTS’ VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY COPYRIGHT, PROPERTY OR PRIVACY RIGHT; OR (V) ANY CLAIM THAT YOUR CONTENT CAUSED DAMAGE TO A THIRD-PARTY. THIS DEFENCE AND INDEMNIFICATION OBLIGATION SHALL SURVIVE THE TERMS OF SERVICE AND YOUR AND YOUR AGENTS’ USE OF THE SERVICES.
The Terms of Service, and any rights and licenses granted hereunder, may not be transferred, assigned or sold by you, but may be transferred, assigned and sold by the Vendor without restriction.
The Services may use information and data transmission networks operated by third parties to send data, information, and Content from a computer or device to the Vendor’s servers, and to serve data, information, and Content back to such a computer or device. Depending on your wired or wireless data or similar plan with such third-party operators, you may incur charges from such third-party operators for use of its information and data transmission networks. You are solely responsible for any and all costs, including without limitation wireless and cellular data costs, you may incur as a result of the usage of the Services and/or as a result of data, information, and Content submitted or received by your computer or device through the Services.
You may direct any questions, complaints or claims with respect to the general functionality and operation of the Services to the Vendor at http://happytrainers.com.
DEFINITIONS AND INTERPRETATION
“Access IDs” means the unique identification names and corresponding passwords assigned to a TSR Customer and the Trainers and Trainees who have been authorized to access and use the Services procured by such TSR Customer, and allowing such persons to access and use the Services, and “Access ID” shall be construed accordingly.
“Agents” means, with respect to a Party, such Party’s agents, employees, consultants, contractors and/or other authorized representatives, and “Agent” shall be construed accordingly.
“Content” means any material posted on, submitted on, uploaded to, made available to and/or appearing on the Services, including without limitation, data, information, text, graphics, photos, videos, charts, or location information.
“Fee Schedule” means the Vendor’s fee schedule, as provided by the Vendor to certain users of the Services from time to time, setting out the cost of the respective Usage Plans, and/or the cost of the respective In-Application Purchases, as applicable.
“In-Application Purchases” means the supplementary products, services and/or functionality offered for sale by the Vendor, which is not otherwise included in the cost of the Usage Plan subscribed to by a TSR Customer.
“Parties” means the parties to the Terms of Service, and “Party” shall be construed accordingly.
“Services” means the services offered or made available by the Vendor, including without limitation the Rambody software as a service platform, and any website, application or widget associated therewith, as modified by the Vendor by way of Updates from time to time.
“Trainee” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainee, including without limitation, for the purpose of accessing, obtaining or otherwise acquiring fitness training services from the TSR Customer and/or a Trainer, and “Trainees” shall be construed accordingly.
“Trainer” means a person directly or indirectly accessing or making use of the Services procured by a TSR Customer as a trainer, including without limitation, for the purpose of offering, providing or otherwise furnishing fitness training services to one or more Trainees, and “Trainers” shall be construed accordingly.
“Trial Usage Plans” means the free or discounted Usage Plans, and the “Trial Usage Plan” shall be construed accordingly.
“TSR Customer” means a person who procures Services from the Vendor, including without limitation, by placing an order for a specific Usage Plan with the Vendor, thereby allowing access to, and use of, such Services by the TSR Customer and the related Trainers and Trainees, and “TSR Customers” shall be construed accordingly.
“Updates” means versions of the Services that contain functional enhancements, modifications, error corrections, and/or fixes relating to the Services, and “Update” shall be construed accordingly.
“Usage Plans” means the access plans to the Services offered for sale or, with respect to certain Trial Usage Plans, on a no-charge basis, by the Vendor to TSR Customers, each such plan allowing the TSR Customer and a certain set number of Trainers and Trainees to access and use the Services or certain features thereof procured by the TSR Customer, through the use of Access IDs, and “Usage Plan” shall be construed accordingly.
“you”, “your” and/or “yourself” means either the TSR Customer, Trainer, or Trainee entering into the Terms of Service, as applicable.
“Your Content” means Content posted, submitted, made available, uploaded and/or displayed on or through the Services by you or your Agents, whether directly or through third-party sites, applications or products (including without limitation any fitness or health tracking data, nutritional data or other data or information that you may make available to the Services from a third-party site, application or product and any and all information you upload or make available through any document management features of the Services).
Amendments to these Terms
We reserve the right to change these Terms from time to time for any reason by posting of the updated Terms to our Website with indication of the modification date at the top of this page. Please check this page to ensure that you’re happy with any changes. The additional notifications on any amendments will be sent to your email. By continuing to use the Services following amendment of these Terms, you consent to be bound by the Terms as amended.
Happy Trainers services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Individuals under the age of 18 can use our Services only in conjunction with and under the supervision of a Parent. In this case, the Parent is responsible for any and all activities of the client.
As part of the Services, we attempt to verify Trainers' ID (passport, driver’s license etc.) and claimed educational credentials (educational background documents, as diplomas, certificates etc.). The Trainer has to upload a copy of the Trainer’s ID and educational document(s). As a Trainer passes a verification a special Badge applies to the Trainer’s profile and the uploaded copies of documents get deleted from our servers.
We do not control and are not responsible for any information provided by any Trainer with the aim of such verification. Furthermore, we do not endorse or make any representations or warranties regarding the reliability of the verification or Trainers themselves.
Happy Trainers cannot confirm that each User is who they claim to be. You agree and understand that you assume all risks when using the Services, including without limitation any and all of the risks associated with any online or offline interactions with other Users.
While we use good faith efforts to confirm that each Trainer on our Website is a legitimate instructor, we are not able to provide any assurances regarding the trustworthiness of Trainers and the information they provide via our Website. When interacting with other Users you should exercise caution and common sense to protect your personal safety and property, just as you would when interacting with other persons whom you don’t know. Neither Happy Trainers nor its affiliates or licensors is responsible for the conduct, whether online or offline, of any User of the Services. Happy Trainers and its affiliates and licensors will not be liable for any claim, injury or damage arising in connection with your use of the Services.
Happy Trainers may or may not utilize third party consumer reporting agencies that perform, among other things, criminal background checks, sex offender registry checks, motor vehicle records checks, credit checks, and identification verifications (“Consumer reports”). Happy Trainers does not endorse or make any representations or warranties regarding the reliability of such consumer reports or the accuracy, timeliness or completeness of any information in the consumer reports. Happy Trainers does not independently verify information in the consumer reports.
You hereby consent to Happy Trainers collecting, using and disclosing the information in the consumer reports. You understand and agree that Happy Trainers may, in its sole discretion, review and rely on the information in the consumer reports in deciding whether to suspend or terminate a User or to investigate a complaint about a User, but that Happy Trainers shall not be responsible or liable in any way in the event that any information in the consumer reports about any person, including without limitation any User, is not accurate, timely or complete. Users who are the subject of consumer reports may contact the service provider to dispute the accuracy, timeliness or completeness of such information. Happy Trainers reserves the right to suspend and/or terminate User based on information in the consumer reports or for any other reason in Happy Trainers sole discretion.
Happy Trainers strives to ensure clear understanding of financial relations between Clients and Trainers with respect to the Services we provide. In case you are not satisfied with the Services or any other reason applicable you may be eligible for a refund in accordance with the terms outlined in the Refund and Payment Policy on the Website. To the fullest extent permitted by law, any refunds at any time are at our sole discretion only.
Companies using Happy Trainers Services are not eligible for refunds. Funds may be reallocated between Company employees (client) in the event that a Company deems an employee no longer eligible for Happy Trainers Services, or in the case where a Company Employee (client) elects to change tutors.
Certain of our Services are reserved for registered users on our Website. To become a registered user you must register on our Website for login credentials to be provided or enabled by Happy Trainers (“Login Credentials”) based on the type of access applicable to your use of the Website (whether Student or Tutor). You agree that you are responsible for protecting your Login Credentials from unauthorized use, and you are responsible for all activity that occurs under those Login Credentials. You agree to notify us immediately if you believe that any of your Login Credentials have been or may be used without your permission so that appropriate action can be taken.
You may use the Blog and its features without a registered user status. This shall not preclude the application of these Terms and other Happy Trainers applicable documents to your use of Blog, in particular when you submit your article(s) or leave comment(s) on the Blog.
You may not (i) create more than two accounts (one as a Trainer and one as a client) to access the Website, (ii) share your Login Credentials with any third party nor (iii) transfer your account to any third party. Happy Trainers is not responsible for any loss or damage caused by, or expense incurred by you as a result of, your failure to safeguard your Login Credentials. You agree that you shall not rent, resell, or remarket the Website, or provide access to the Services to any third party. We are not responsible for losses or damage caused by your failure to safeguard your login and password. Happy Trainers may terminate any Login Credentials in its sole discretion; you will not be entitled to create a new account to access the Website if your prior Login Credentials have been terminated by Happy Trainers.
Happy Trainers does not take part in direct interactions between clients and Trainers except when we consider it advisable:
Happy Trainers does not have control over transactions between Users except as stated in our Refund and Payment Policy. Happy Trainers does not control Trainer Package provided by Trainers, any reviews or ratings provided by Users, nor of the actions or omissions whatsoever of any User.
Representations and Warranties
If you utilize the Services as a Trainer, (i) You represent and warrant that for each provided Trainer Session or a Trainer Package you have the right to provide services contained in such Trainer Session or a Trainer Package for the purposes of these Terms and that you are capable of fulfilling any offers contained in such Trainer Session or a Trainer Package; (ii) You warrant that you will keep all your Trainer Packages up to date on the Website by notifying Happy Trainers of any changes that would affect the accuracy of such Trainer Packages; (iii) You hereby grant to Happy Trainers and its Users, the right to view and distribute your Trainer Packages without restriction and you acknowledge that your Trainer Packages may be widely disseminated and viewed by large numbers of people; (iv) You acknowledge and agree that Happy Trainers may display advertisements on the Services in connection with your Trainer Packages without any payment obligation to you; (v) You acknowledge and agree that Happy Trainers may improve the video that You provided for your profile on the Website, the improvements can be made by cutting the video to a specific size, adding the Happy Trainers logo on the video, improving the quality of sound in the video, publishing the video on the Happy Trainers channel with adding the description and link to the Trainer’s profile; (vi) You agree to use good faith efforts to provide clients a professional-quality training experience; (vii) you are legally eligible to provide training in the jurisdiction where you provide training; (viii) you have complied and will comply with all laws and regulations that are applicable to you; and (ix) you operate an independent enterprise with respect to which you have obtained all business licenses and permits necessary to legally provide training services.
If you utilize the Website as a Client, (i) You agree to honor the commitments you make to the Trainer via the Website; (ii) You agree that you will not circumvent or manipulate our fee structure, the billing process, or fees owed to Happy Trainers or the Trainer; fail to deliver payment for items purchased by you from the Trainers; and (iii) You agree to use good faith efforts to interact with Trainer online for the Trainer Sessions.
Trainers’ Introduction Video and Profile Picture
Tutors grant Happy Trainers the rights to use Trainer’s Introduction video, name and profile picture for marketing, advertising or promotional purposes. Happy Trainers may publish Trainer’s Introduction videos and profile pictures to our official channels in third-party social media advertising system, video hosting and streaming services, such as YouTube, Vimeo, Facebook or others, as to ensure accessibility and visibility to Happy Trainers students regardless of location.
You may always request to remove any Introduction videos published to our official channels in third-party social media, video hosting and streaming services by writing to http//happytrainers.com.
Happy Trainers uses many pieces of information in order to show the Trainers that best match a Client’s preferences to a Client. The order in which Trainers are displayed depends on a number of factors including, but not limited to, the following - in no particular order: - the subject the Client is searching for; - the country of the Client; - the language that a Client is viewing the Website in; - the time zone of the Client;
- the overlap in working hours between the Trainer and Client’s time zones; - the overall availability of time slots on a Trainer’s calendar; - the past performance of a Trainer in helping their Clients to achieve their training goals - the quality and completeness of a Trainer’s profile, including their Introduction video; - how responsive a Trainer is to Clients messages; - the Client reviews of Trainer’s exercises;
- the Clients rating of individual exercises; - prior training history of a Client on the Website.
Users have a personal, non-transferable, non-exclusive right to access and use the Content of this Website subject to these Terms. The “Content” means all information, text, materials, images, data, links, software, or other material accessible through the Website or Services, whether created by us or provided by another person for display on the Website or through the Services. The Content may contain typographical errors, other inadvertent errors or inaccuracies. We reserve the right to make changes to document names and content, descriptions or specifications of products or services, or other information without obligation to issue any notice of such changes. You may view, copy, download, and print Content that is available on this Website or through the Services, subject to the following conditions:
Nothing contained on this Website should be construed as granting, by implication, estoppel or otherwise, any license or right to use this Website or any Content displayed on this Website, through the use of framing or otherwise, except: (a) as expressly permitted by these Terms; or (b) with our prior written permission or the permission of such third party that may own the trademark or copyright of material displayed on this Website.
CONTENT SUBMITTED BY USERS
We are not responsible or liable for the conduct of Users or for views, opinions and statements expressed in Content submitted for public display through our Website. We do not prescreen information posted online. We are acting as a passive conduit for such distribution and may not be responsible for Content. Any opinions, advice, statements, services, offers, or other information in Content expressed or made available by Users are those of the respective author(s) or distributor(s) and not of Happy Trainers. We neither endorse nor guarantee the accuracy, completeness, or usefulness of any such Content. You are responsible for ensuring that Content submitted to this Website is not provided in violation of any copyright, trade secret or other intellectual property rights of another person or entity. You shall be solely liable for any damages resulting from any infringement of copyrights, trade secret, or other intellectual property rights, or any other harm resulting from your uploading, posting or submission of Content to this Website.
We have the right, but not the obligation, to randomly monitor Content submitted to our Website through an online discussion forum or chat room, to determine compliance with these Terms and any other applicable rules that we may establish, as well as for the purpose of Services' improvement. We have the right in our sole discretion to edit or remove any material submitted to or posted through this Website. Without limiting the foregoing, we have the right to remove any material that Happy Trainers, in its sole discretion, finds to be in violation of these Terms or otherwise objectionable, and You are solely responsible for the Content that You post to this Website.
If you believe that your intellectual property rights have been infringed, please submit your complaint to http//happytrainers.com. You may report all types of intellectual property claims including, but not limited to, copyright, trademark, and patent claims. We respond quickly to the concerns of rights owners about any alleged infringement, and we terminate repeat infringers in appropriate circumstances.
Lobbying. Federal law restricts lobbying activities by tax-exempt organizations. “Lobbying” includes certain activities intended to influence legislation. Content posted by Users does not constitute lobbying by Happy Trainers but may constitute lobbying by You or an organization that You represent. You are responsible for complying with any applicable lobbying restrictions.
LINKS TO THIRD-PARTY WEBSITES
We will not include your content in advertisements for the products and services of third parties to others without your separate consent.
Happy Trainers may run advertisements and promotions from third parties on the Website. Your correspondence or business dealings with, or participation in promotions of advertisers other than Happy Trainers found on or through the Website, including payment and delivery of related goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such advertiser. Happy Trainers is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or as the result of the presence of such non- Happy Trainers advertisers on the Website.
NO IMPLIED ENDORSEMENTS
In no event shall any reference to any third party or third-party product or service be construed as an approval or endorsement by Happy Trainers of that third party or of any product or service provided by a third party. Likewise, a link (including without limitation external websites that are framed by the Services as well as any advertisements displayed in connection therewith) to any third-party website does not imply that we endorse or accept any responsibility for the content or use of such a website. Happy Trainers does not endorse, warrant or guarantee any product or service offered by any third party through an online discussion forum or chat room accessible through this Website and will not be a party to or in any way monitor any transaction involving any third-party providers of products or services. As with the purchase of a product or service through any medium or in any environment, you are responsible for exercising appropriate judgment and caution.
SCOPE OF SERVICE
Happy Trainers maintains this Website as a service to the user community that visits the Website subject to these Terms. You are responsible for obtaining and paying for any equipment and Internet service necessary to accessing our Services. We may alter, suspend, or discontinue this Website or the Services in whole or in part, at any time and for any reason, without notice. The Services may also periodically become unavailable due to maintenance or malfunction of computer equipment or for other reasons. We may provide access to third party services and products from time to time or to our own products or Services. You acknowledge that the Website and any mobile applications are evolving and that the form and nature of the Website or mobile applications, including the Services, may change from time to time without notice to you.
RELATIONS BETWEEN HAPPY TRAINERS AND USERS
The Services are not an employment service and Happy Trainers does not serve as an employer of any User unless separately subject to a signed, written employment contract signed by both the User and Happy Trainers. Users may use Happy Trainers Services only for the purpose of to provide training to or receive training from other Users using the Services and subject to these Terms.
As such, Happy Trainers will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, workers’ compensation insurance, social security or payroll withholding tax in connection with your use of Services or Users’ services. You understand and agree that if Happy Trainers is found to be liable for any tax or withholding tax in connection with your use of Users’ services, then you will immediately reimburse and pay to Happy Trainers an equivalent amount, including any interest or penalties thereon.
In all cases of use of this Website, Users are acting as independent contractors and not as Happy Trainers or any other party’s employee, agent, franchisee or servant. Accordingly, you will be solely responsible for all costs incurred by you or your organization. You shall not hold yourself out as having authority to make contracts or promises on behalf of Happy Trainers. No User is entitled to participate in any Happy Trainers vacation, group medical or life insurance, disability, profit sharing or retirement benefits, or any other fringe benefits or benefit plans offered by Happy Trainers to its employees.
The Services provide connection to Trainers who are willing to be engaged by Clients or Companies as independent contractors. As independent contractors, each Trainer decides when and how often the Trainer will be available to provide training to Clients (except that inactivity for 180 consecutive days may result in deletion of a Trainer’s account). Each Trainer controls the methods, materials, content and all aspects of the Trainer’s exercises. Any sample training packages or instructional materials that may be made available to Trainers are for a Trainer to review or not review and to use or not use in the Trainer’s sole discretion. The Services allow Trainers to create subject- specific training packages for certain number of hours that may occur over a number of training sessions (each session individually a “Trainer Session,” collectively the “Trainer Package”). Clients are responsible for selecting the right Trainer for their needs. Clients should review and investigate each Trainer's self-reported credentials, education, and experience, as well as reviews from other Clients. All training sessions should be supervised by a responsible adult. Each Trainer has the sole discretion to accept or decline or continue or discontinue a training relationship with any Client.
As independent contractors, a Trainer may, at the Trainer’ own expense, employ or engage the services of such employees, subcontractors, partners or agents, as the Trainer deems advisable to perform the Services (collectively, the “Assistants”). The Assistants are not and shall not be employees of Happy Trainers, and the Trainer shall be wholly responsible for the performance and conduct of the Assistants and for compliance with all laws applicable to any Assistants.
Trainers may and in fact are expected to perform services for others or do other types of work (either as an independent contractor or employee or other) while these Terms are in effect, including with Happy Trainers competitors if desired, provided that such other activities do not require Trainer to violate the Terms.
You may not assign or transfer these Terms in whole or in part to any third party. These Terms shall bind and inure to the benefit of the parties to these Terms and their respective successors, permitted transferees, and permitted assigns.
Unless you otherwise indicate in writing, Happy Trainers will communicate with you by email, regular mail or by posting communications on this Website. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when we send it to the email address you have provided to Happy Trainers on this Website, or when we post such communication on this Website. You should keep your email address updated on this Website, and you should regularly check this Website for postings. If you fail to respond to an email message from Happy Trainers regarding violation, dispute or complaint within 2 (two) business days, we will have the right to terminate or suspend your use of Services. All notices to Happy Trainers intended to have a legal effect concerning these Terms must be in writing and delivered either in person or by means evidenced by a delivery receipt, to the following address: 300 Ray Lawson Blvd, Suite 407, Brampton, ON, L6Y 5H5.
To stop receiving specific communications from Happy Trainers, please, submit a notification to us by email at [email protected] in order to change the types and frequency of such communications.
COPYRIGHT INFRINGEMENT. DMCA NOTICE
Since we respect content owner rights, it is Happy Trainers policy to respond to alleged infringement notices that comply with the Digital Millennium Copyright Act of 1998 ("DMCA"). If you believe that any materials on our Services infringe your copyright, you may request that they be removed. Please notify Happy Trainers copyright agent as set forth in the DMCA. For your complaint to be valid under the DMCA, your request must bear a signature (or electronic equivalent) of the copyright holder or an authorized representative and must include the following information:
The above information must be submitted to the following DMCA Agent: Attn: DMCA Notice Happy Trainers.
Address: 300 Ray Lawson Blvd, Suite 407, Brampton, ON, L6Y 5H5 Email: [email protected]
Please note that this procedure is exclusively for notifying Happy Trainers and its affiliates that your copyrighted material has been infringed. The preceding requirements are intended to comply with Happy Trainers rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice. It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.
In accordance with the DMCA and other applicable laws, Happy Trainers may also at its sole discretion limit access to the Service and/or terminate the accounts of any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.
You may obtain direct access via the use of the Services to certain confidential information of Happy Trainers, its affiliates or Users, including but not limited to personally identifiable information, technical, contractual, product, program, pricing, marketing and other valuable information that should reasonably be understood as confidential (“Confidential Information”). You agree to hold Confidential Information in strict confidence and not use the Confidential Information except for the purposes set forth in these Terms and not disclose such confidential information to any third party. All right, title and interest in the Confidential Information remains with Happy Trainers, its affiliates and its Users.
No obligation is imposed upon you with respect to Confidential Information that you can establish by legally sufficient evidence: (a) you possessed prior to your receipt from Happy Trainers, without an obligation to maintain its confidentiality; (b) is or becomes generally known to the public through no act or omission by you, or otherwise without violation of the Terms; (c) you obtained from a third party who had the right to disclose it, without an obligation to keep such information confidential; (d) you independently developed without the use of Confidential Information and without the participation of individuals who have had access to it, or (e) in response to a valid order by a court or other governmental body, or as otherwise required by law, or as necessary to establish the rights of either party under these Terms and as disclosed after prior notice to Happy Trainers adequate to afford Happy Trainers the opportunity to object to the disclosure.
In the event that you have a dispute with one any User/s, you hereby release Happy Trainers (and its officers, directors, agents, investors, subsidiaries, employees, contractors and any other third parties related to the Services) from any and all claims, demands, or damages (actual or consequential) of every kind, known and unknown, arising out of or in any way related with such disputes.
Without limitation, the Services may not be used to solicit for any other business, website or service. You may not solicit, advertise for, or contact in any form Users for employment, contracting, or any other purpose not related to the Service facilitated through Happy Trainers without express written permission from Happy Trainers.
You may not use the Service to collect usernames and/or email addresses of Users by electronic or other means without the express prior written consent of Happy Trainers.
The headings and captions used in these Terms are used for convenience only and are not to be considered in construing or interpreting these Terms.
ENTIRE AGREEMENT. SEVERABILITY
These Terms, together with any amendments and any additional agreements you may enter into with Happy Trainers in connection with the Services, shall constitute the entire agreement between you and concerning the Services. If any part of these Terms is held to be unlawful, void, or unenforceable, that part will be deemed severable and shall not affect the validity and enforceability of the remaining provisions.