TERMS OF SERVICE AGREEMENT
Competitive Sports Analysis, LLC (“CSA”) collects, consolidates and produces information pertaining to athletes that participate in various sporting events (the “Information”). Some of this Information is provided by student-athletes themselves who have registered as users of the Website (defined below). CSA stores the Information in one or more databases and provides the Information, or portions thereof, via an Internet website accessible at scoutsmartrecruit.com and an Internet portal available only to subscribers (collectively referred to herein as the “Website”). The Website allows for (1) users to access the Information on a subscription basis (each a “Subscriber”) and (2) student-athlete users (a “Student-Athlete User”) to establish profiles and upload Information to the Website for sharing with the Subscribers (collectively, the services provided by the Website are referred to herein as the “Services”). This Terms of Service Agreement (the “Agreement”) constitutes a legal contract between you and CSA that governs your use of the Website, Information and Services provided to you via the Website. In this Agreement, “you” or “your” means any person or entity using the Website or any Service. Unless otherwise stated, “we” or “our” will refer collectively to CSA and its subsidiaries, affiliates, directors, officers, employees, agents and contractors.
BY USING THE WEBSITE, BY ACCESSING OR USING OR CONTINUING TO USE THE INFORMATION PROVIDED BY CSA, OR BY REGISTERING AS A USER OF THE WEBSITE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT CAREFULLY AND THAT YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY DOCUMENTS WHICH ARE INCORPORATED BY REFERENCE HEREIN, ALL AS MAY BE AMENDED FROM TIME TO TIME IN OUR SOLE DISCRETION. You further agree that this agreement forms a legally binding contract between you and CSA, and that this agreement constitutes “a writing signed by you” under any applicable law or regulation effective at any time you use the Website, Services or the information. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, THEN CLICK THE “DO NOT AGREE” BUTTON BELOW AND DO NOT USE, OR CONTINUE TO USE, THE WEBSITE OR INFORMATION OF CSA.
Use of the Website and Information are provided on a subscription basis by CSA to Subscriber in accordance with the terms and conditions of this Agreement. CSA shall provide Subscriber with use of the Website and Information provided via the Website commencing on the date CSA grants access to the Website to Subscriber and extending for a period of one (1) calendar year thereafter (the “Subscription Period”), and Subscriber shall pay to CSA a fee as set forth on the Website on the date Subscriber agrees to this Agreement (the “Subscription Fee”) and shall abide by the terms and conditions of this Agreement (collectively, the “Subscription”). In connection with the Subscription, CSA will associate a user account and user account information with Subscriber (including, but not limited to, a Subscriber username and password) for use solely by Subscriber in accessing the Website and Information during the Subscription Period. The Subscription Fee and all information pertaining to the Subscription Fee on the Website are hereby incorporated into this Agreement by this reference as if set forth fully herein.
Reliance Upon Information
CSA consolidates the Information made available through the Website from a number of different sources, including from Student-Athlete Users. CSA also analyzes certain Information according to proprietary and non-proprietary processes in order to produce other Information. CSA provides the Information solely for use by Subscriber for Subscriber’s own non-commercial, personal purposes. While CSA endeavors to provide quality information, CSA cannot and does not control the accuracy or reliability of the Information and does not represent, warrant, or endorse the accuracy or reliability of such Information. Please be aware that such Information may be inaccurate, unreliable, or erroneous. Subscriber understands and acknowledges that any reliance upon any such Information shall be solely at Subscriber’s own risk. CSA shall not be responsible for any such Information, or any effects thereof, made accessible by or received from the Website. CSA reserves the right, in its sole discretion, to edit such Information to correct any inaccuracies, errors, or omissions of which CSA becomes aware and to add new Information, if any, to its databases; provided, however, that CSA shall have no obligation to investigate or make itself aware of any such inaccuracies, errors, or omissions, to so edit such Information, to notify Subscriber of edits to such Information, or to add new Information to its databases.
In order to provide Information that Subscribers can access via the Website, you must establish a user account with us, which means you must register with us on the Website and agree to this Agreement (thereby creating an “Account”). You must be at least 13 years of age to use the Website or provide Information. If you are under 18 years of age, your parent or legal guardian must review and agree to be bound by this Agreement and consent to the creation of an Account; such agreement and consent by a Student-Athlete User’s parent or guardian will be recorded during the Account registration process and is deemed to be ratified upon each use of the Website. In the case of all Accounts which are created for the benefit of a person under 18 years old, the parent or guardian of such person shall be deemed the Student-Athlete User for all purposes hereunder.
Your Account and use of the Website is available for your non-commercial, personal use. If you use the Website, you are responsible for maintaining the confidentiality of your Account and password and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your Account or password. When you log in to the Website, you represent and warrant that you are the person that registered for such Account, you are only using the Website for permitted purposes and you are not a competitor of CSA or any agent thereof. We reserve the right to refuse service, terminate Accounts or remove or edit content in our sole discretion. You may not use your Account to create an internet link to any other website without our express written permission, whether or not such link or affiliation is created for commercial use. Please notify us at if you become suspicious or aware of any unauthorized use of your Account or the Website, or any other security breach.
Confidentiality and Security
In connection with your use of the Website, you may provide to CSA certain information about yourself. In the case of a Subscriber, you hereby agree to allow CSA to appropriately disclose or provide such information as necessary for CSA to obtain payment of the Subscription Fee payable by you hereunder, to provide access to and/or use of the Website and/or the Information, or to comply with any law, regulation, ordinance, or government or court subpoena or request. In the case of a Student-Athlete User, you agree to allow CSA to disclose or provide any and all information necessary in order to provide Subscribers with access to Information via the Website (including without limitation, ensuring that you have full rights to provide any information about you that is owned by a third party), to provide access to and/or use of the Website or to comply with any law, regulation, ordinance, or government or court subpoena or request. You acknowledge and agree that you shall have sole responsibility for the protection and non-disclosure of your user account information, including, but not limited to, your username and password for the Website, and that CSA shall not be responsible for the effect(s), if any, of your failure to maintain the confidentiality of such user account information. You further acknowledge and agree that you will not provide your user account information, including, but not limited to, your username and/or password for the Website to any other person, and you will not engage, permit, or aid in the use of such account information in connection with concurrent access to and/or use of the Website.
Restrictions on Use
You may use the Website and Services for non-commercial, personal use. You are not permitted to:
reproduce, duplicate, copy, sell or otherwise exploit the Website, Information or any image, page layout, page design, trade dress, trademark, logo or other content (“Website Content” and together with Third-Party Content (defined below), the “Content”) for any commercial or illegal purpose;
use our Website, Services or Website Content in any manner that violates applicable laws and regulations;
use a robot, spider or data mining or extraction tool or process to monitor, extract or copy Website Content (except in the operation or use of internet “search engines,” hit counters or similar technology);
use any meta tags, search terms, key terms, or the like that contain the Website’s name or trademarks used on the Website;
engage in any activity that interferes with the Website or another user’s ability to use the Website;
modify, create derivative works from, reverse engineer, decompile or disassemble any technology used to provide the Website and the Services offered thereon; or
assist or encourage any third party in engaging in any activity prohibited by this Agreement or applicable law.
Any use of the Website, Services or Website Content hat is not expressly authorized herein is prohibited and immediately terminates the license granted herein. If we become aware of any potential or suspected violation of this Agreement, we may (but are not obligated to) conduct an investigation. During such time, we may suspend access to your Account or Subscription. You agree to fully cooperate with any such investigation.
Third-Party Content (including content provided by users)
User-Provided Content. You may NOT post or obtain any content using the Website which is threatening, obscene, pornographic or profane, or any other material that could give rise to any civil or criminal liability under applicable law. Additionally, you may NOT post or obtain any content using the Website that infringes rights of privacy, publicity or copyrights, or otherwise uses content without the permission of the owner of these rights and the persons (or their parents or legal guardians, where applicable) who are shown in the material. While we do not and cannot review all content provided to us, and are not responsible for such content, we reserve the right to delete, edit or rearrange content that we, in our sole discretion, deem abusive, defamatory, obscene or in violation of copyright or trademark laws or otherwise unacceptable. You acknowledge that any content may be removed, published, copied, modified, transmitted and displayed by us. All content provided by a user of the Website is the sole responsibility of that user, and is not our responsibility. By providing any content to the Website, you grant us the right an irrevocable, sub-licensable, royalty-free, perpetual, worldwide license to use such content at our sole discretion and for any purpose, and you acknowledge that such content shall be considered non-confidential.
Third-Party Content. The Website contains content originating from third parties, including without limitation Website users as described above and business partners (collectively, the “Third-Party Content”). We make no representations or warranties as to the accuracy, correctness, originality, source or reliability of Third-Party Content, nor do we endorse, approve, guarantee or review such Third-Party Content. We rely entirely on the representations and warranties that such persons make to us with respect to such Third-Party Content. You agree to release us and any affiliates, officers, managers, agents and successors from any liability related to the Third-Party Content, including without limitation your use thereof.
Ownership of Website Content
All Website Content is our property or the property of our content suppliers and is protected by international copyright laws. All Website Content that is not our property is used with permission. The arrangement and compilation of all Website Content is our exclusive property and is protected by international copyright laws. All software used on the Website is our property or the property of our software suppliers and is protected by international copyright laws.
Certain graphics, logos, page headers, button icons, scripts, and service names are trademarks, service marks, or trade dress of our company or our affiliated companies. Our trademarks and trade dress may not be used for any commercial or other purposes without our prior written consent. All other trademarks and service marks not owned by CSA or our affiliated companies that appear on the Website are the property of their respective owners and may or may not be used without their prior written consent.
All of the Website Content, including without limitation, the graphics, design, and look and feel is owned by or licensed to us and are protected by United States and international copyright, trademark, patent, trade secrets and other intellectual property rights protection. Our logos are trademarks owned by us and may not be used or reproduced without our written permission. In addition, you may not reverse engineer, de-compile or otherwise disassemble, or make commercial use of, the software included on the Website. Additionally, you may not claim any affiliation with us or the Website.
You agree not to take any action which would damage the goodwill associated with the Website, with CSA, or with any trademarks or service marks of CSA or of other entities which are used by or are visible on the Website. You further agree not to contest the validity or ownership of any intellectual property rights associated with the Website, the Information, or trademarks or service marks used on the Website.
CSA reserves the right to monitor, and may monitor at its sole discretion, your use of the Website, the Information made available to Subscribers via the Website, and/or the use of your Account information (including, without limitation, your username and/or password for the Website) to access and/or use the Website. CSA may, at its sole discretion, immediately suspend or terminate your access to and use of the Website and the Information provided via the Website for any use of the Website, Information, or your username and/or password for the Website that CSA deems inappropriate or in violation of this Agreement, without notice or liability.
Changes to Website
CSA may, at its sole discretion and at any time, change (i) the operation of the Website or any features or functionality thereof, (ii) processes utilized by CSA to analyze or produce Information, and/or (iii) Information provided by the Website.
Compliance with Laws and Regulations
You acknowledge that your use of the Website and/or Information is be subject to the laws and regulations of the United States. You shall comply with all such laws and regulations with respect to the use of the Website and Information, as the case may be. You are solely responsible for your use of the Website and Information by and for obtaining all necessary authorizations, approvals, and permits related thereto. CSA shall have no obligation to obtain any such authorizations, approvals, or permits related to your use of the Website and any Information and shall have no liability for your failure to obtain such authorizations, approvals, or permits. We make no representation that materials on the Website are appropriate or available for use in locations outside the United States, and accessing them from territories where their contents are illegal is prohibited. Those who choose to access the Website from other locations do so of their own initiative and are responsible for compliance with local laws.
Links to Other Websites
The Website may contain links and pointers to other World Wide Web Internet sites, resources, vendors, and manufacturers. Links to and from the Website to other third party sites do not constitute an endorsement by CSA of any such third party, of the websites of any such third party or their content, or of the products or services of or provided by any such third parties. CSA shall have no liability in connection with your use of the websites of any such third party, the content thereon, or of the products or services of any such third parties. We also prohibit caching, unauthorized hypertext links to the Website and the framing of any content available through the Website. We reserve the right to disable any unauthorized links or frames, and specifically disclaim any responsibility for the content available on any other Internet sites linked to the Website. You may not create a link to the Website without our express written permission.
We may make software or applications from our third-party licensors available to you. To download such software, you may be required to agree to the respective software license terms applicable to such third-party software. We do not guarantee that any software you download will be free of any contaminating or destructive code, such as viruses, worms or Trojan horses. We do not offer any warranty on any third-party software you download using the Website.
This Agreement is effective upon your access of the Website. Once effective, this Agreement shall continue thereafter until suspended, terminated, or amended by CSA in accordance herewith or, in the case of a Subscriber’s, upon termination or expiration of the Subscription; provided, however, that any obligations of a user herein that by their nature survive termination of this Agreement, including, without limitation, those related to use or ownership of the Website or Website Content, confidentiality, intellectual property rights, indemnification, disclaimers, limitations of liability and arbitration and governing law, shall survive the termination or expiration of this Agreement for any reason.
Termination by CSA
Without limiting other remedies, CSA may, at its sole discretion and at any time, issue a warning, temporarily suspend, indefinitely suspend or terminate your use of the Website (or any part thereof) at its convenience or for any reason, including, without limitation: (a) your breach of this Agreement or any provision hereof; (b) your breach of any representation, warranty, or covenant made by you hereunder; (c) CSA’s inability to verify or authenticate any information provided by you to CSA; (d) CSA’s belief that a Student-Athlete User Account has been established, used or updated without parental or guardian consent; or (e) CSA’s belief that your actions or use of the Website or Information may constitute fraud, anti-competitive or unlawful practices, manipulation or interference with another party’s business, or may cause legal liability for you, CSA, or a third party.
Refund of Subscription Fee
CSA shall refund the Subscription Fee paid to CSA by Subscriber in connection with Subscriber’s Subscription if Subscriber provides CSA with notice of Subscriber’s election to cancel Subscriber’s Subscription, and CSA receives such notice, within four (4) months after the date CSA grants Subscriber’s access to the Information via the Website (the “Termination Period”). CSA shall have no obligation to refund Subscriber’s Subscription Fee, or any portion thereof, if CSA does not receive such notice before expiration of the Termination Period.
You agree to indemnify, defend, and hold CSA, and all of its officers, directors, owners, members, agents, and employees (collectively, the “Indemnified Parties”) harmless from and against any and all liability and costs, including, without limitation, regulatory penalties, reasonable attorneys’ fees and costs incurred by the Indemnified Parties in connection with any claim, demand or suit by any third party due to or arising out of (a) your use of the Website, Services, Website Content or any Information received from the Website, (b) your violation of any law or the rights of a third party, or (c) any breach by you of this Agreement or provision thereof, including, but not limited to, any breach of your warranties, representations or acknowledgments herein. You agree to cooperate as fully as reasonably required in the defense of any such claim, demand or suit. CSA reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you will not, in any event, settle any matter related hereto without the prior written consent of CSA.
THE WEBSITE, SERVICES, WEBSITE CONTENT AND ALL INFORMATION PROVIDED VIA THE WEBSITE OR IN CONNECTION THEREWITH ARE MADE AVAILABLE AND ARE PROVIDED “AS IS”. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, CSA MAKES NO REPRESENTATION OR WARRANTIES OF ANY KIND WHATSOEVER WITH RESPECT TO : (A) THE WEBSITE, SERVICES, WEBSITE CONTENT OR INFORMATION MADE ACCESSIBLE BY THE WEBSITE OR PROVIDED BY CSA OR BY ANY THIRD PARTY IN CONNECTION WITH YOUR USE OF THE WEBSITE; (B) THE AVAILABILITY OF OR CONTINUOUS, UNINTERRUPTED, OR SECURE ACCESS TO THE WEBSITE OR INFORMATION; (C) ANY BREACH OF SECURITY ASSOCIATED WITH THE WEBSITE OR ANY LINKED WEBSITE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, NON-INFRINGEMENT, NON-MISAPPROPRIATION, AND ANY AND ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,. CSA DOES NOT WARRANT THAT THE WEBSITE, SERVICES, WEBSITE CONTENT OR INFORMATION WILL BE ACCURATE, ERROR FREE, OMISSION FREE, OR THAT ACCESS TO THE SAME WILL BE UNINTERRUPTED, OR THAT INACCURACIES, ERRORS, OMISSIONS, OR INTERRUPTIONS WILL BE CORRECTED OR THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF ANY WEBSITE CONTENT ON THE WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ACCORDINGLY, YOU ACKNOWLEDGE THAT YOUR USE OF THE WEBSITE IS AT YOUR OWN RISK. YOU (AND NOT CSA) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR, OR CORRECTION RESULTING FROM COMPUTER MALFUNCTION, VIRUSES OR THE LIKE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.
Limitations of Liability
YOU AGREE THAT, EXCEPT AS EXPLICITLY SET FORTH HEREIN, CSA, ITS LICENSORS, REPRESENTATIVES, OFFICERS, EMPLOYEES, MANAGERS OR SUPPLIERS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY YOU OR ANY THIRD PARTY, REGARDLESS OF THE FORM OF ACTION, RELATED TO YOUR ACCESS OR USE OF OUR SERVICES, THE WEBSITE OR ANY WEBSITE CONTENT THEREON OR ANY OTHER HYPERLINKED THIRD PARTY WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF, OR ARE AWARE OF, THE POSSIBILITY OF SUCH DAMAGES. SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN LIABILITIES, THEREFORE, THE ABOVE LIMITATIONS MAY NOT FULLY APPLY TO YOU. IF ANY APPLICABLE AUTHORITY HOLDS ANY PORTION OF THIS SECTION TO BE UNENFORCEABLE, THEN LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT OF APPLICABLE LAW.
The disclaimers and limitations of liability set forth herein are fundamental elements of the basis of this agreement between CSA and you. CSA would not be able to provide the Website, the Services and the Website Content on an economically acceptable basis without such limitations. The disclaimers and limitations of liability inure to the benefit of CSA’s vendors and suppliers.
CSA may amend this Agreement at any time and all amended provisions shall automatically be effective immediately after initial posting of such amended provisions or notice thereof on the Website (the “Effective Date”). Your continued access or use of the Website, the Services or Website Content after the Effective Date shall constitute your agreement to and acceptance of such amended provisions. Access to and/or use of the Website and Services provided via the Website on or after the Effective Date shall be subject to this Agreement and all effective amended provisions thereof.
CSA does not guarantee continuous, uninterrupted or secure access to the Website or the Information, and does not guarantee that updates or additions to the Website or Information will be made. Further, the operation of and access to the Website may be affected by numerous factors outside of CSA’s control. CSA shall not be responsible or considered in breach of this Agreement for any delay or failure in the performance of any obligation of this Agreement or in connection with this Agreement to the extent that such failure or delay is caused by acts of God, fires, explosions, terrorism, labor disputes, accidents, civil disturbances, material shortages, or other similar causes beyond its reasonable control, even if such delay or failure is foreseeable.
Arbitration; Governing Law
You agree that any dispute, claim or controversy arising hereunder or relating in any way to this Agreement, shall be settled by binding arbitration in Fulton County, Georgia, in accordance with the commercial arbitration rules of Judicial Arbitration and Mediation Services (“JAMS”). The arbitrator shall issue a written decision specifying the basis for the award made. The party filing a claim or counterclaim in the arbitration proceeding shall pay the deposit(s) determined by JAMS with respect to such claim or counterclaim. All other costs associated with the arbitration and imposed by JAMS shall be paid as determined by the arbitrator(s) and, in absence of such determination, equally by each party to the arbitration. In addition, unless the arbitrator awards payment of reasonable attorney and other fees to a party, each party to the arbitration shall be responsible for its own attorneys’ fees and other professional fees incurred in connection with the arbitration. Determinations of the arbitrator will be final and binding upon the parties to the arbitration, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction, or application may be made to such court for a judicial acceptance of the award and an order of enforcement, as the case may be. The arbitrator shall apply the substantive law of the State of Georgia, without giving effect to its conflict of laws rules. The parties hereto hereby waive their respective right to trial by jury of any cause of action, claim, counterclaim or cross-complaint in any action, proceeding and/or hearing brought by any party against another on any matter whatsoever relating to, resulting from, arising out of, or in any way connected with this Agreement, or any amendment or breach hereof, including, without limitation, any claim or injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect.
You agree that the following will not be subject to arbitration: (a) any dispute over the validity of any party’s intellectual property rights, and (b) any dispute related to or arising from allegations associated with your unauthorized or prohibited use of the Services, the Website or the Website Content. In such instances, this Agreement, and your relationship with us under this Agreement, shall be governed by and construed in accordance with the laws of the State of Georgia, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to this Agreement shall be filed only in the local, state, or federal courts located in Fulton County, Georgia and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action. Notwithstanding this, you agree that we shall be permitted to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
We respect the intellectual property rights of others and require users to do the same. In accordance with the Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at we will address the claims of copyright infringement committed using our Services or via the Website if such claims are reported to our designated DMCA Copyright Agent identified below. If we believe that any posted material violates any applicable law, we will remove or disable access to any such material.
Our DMCA Copyright Agent to receive notices of infringing material is:
Competitive Sports Analysis, LLC
RE: DMCA Notice
3423 Piedmont Road NE, Suite 400, Atlanta, Georgia 30305
In notifying us of alleged copyright infringement, the DMCA requires that you include the following information: (a) description of the copyrighted work that is the subject of claimed infringement, (b) description of the infringing material and information sufficient to permit us to locate the alleged material, (c) contact information for you, including your address, telephone number and/or e-mail address, (d) a statement by you that you have a good faith belief that the material in the manner complained of is not authorized by the copyright owner, or its agent, or by the operation of any law, (e) a statement by you, signed under penalty of perjury, that the information in the notification is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed, and (f) a physical or electronic signature of the copyright owner or a person authorized to act on the copyright owner’s behalf. Failure to include all of the above-listed information may result in the delay of the processing of your complaint.
This Agreement constitutes the entire agreement between you and CSA with respect to the subject matter hereof, and supersedes all prior discussions, statements or writings not a part of this Agreement or otherwise referenced in this Agreement. The failure of CSA to enforce any provision hereof or to take action against you in the event of any breach hereunder shall not be deemed a waiver by CSA as to subsequent enforcement of such provision or subsequent actions in the event of future breaches or a waiver of any other provision of this Agreement. Should any provision of this Agreement be declared void or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining provisions hereof. This Agreement is personal to you and is not assignable by you, in whole or in part.