a) This document is an electronic record in terms of Information Technology Act, 2000 and rules there under as applicable and the amended provisions pertaining to electronic records in various statutes as amended by the Information Technology Act, 2000. This electronic record is generated by a computer system and does not require any physical or digital signatures.
b) This document is published in accordance with the provisions of Rule 3 (1) of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the rules and regulations, privacy policy and Terms of Use for access or usage of www.vehicall.in. The domain name www.vehicall.in, is owned and operated by Absonova Technologies Private Limited (“Company”) incorporated under the provisions of the Companies Act, 2015, where such expression shall, unless repugnant to the context thereof, be deemed to include its respective representatives, administrators, employees, directors, officers, agents and their successors and assigns.
c) For the purpose of these Terms of Use (“Terms”), wherever the context so requires,
i) The term ‘Website’ shall mean and refer to the domain
www.vehicall.in, which is owned and operated by Absonova
Technologies Private Limited (“Company”).
ii) The terms ‘We’, ‘Us’ & ‘Our’ shall mean the Website and/or the
Company, as the context so requires.
iii) ‘Service/s’ consist of, not limiting to, connecting vehicle owners
registered with Vehicall with the users of the Website.
iv) The term ‘You’ & ‘User’ shall mean any legal person or entity
accessing or using the Services provided on this Website, who are
competent to enter into binding contracts, as per the provisions of
the Indian Contract Act, 1872. Vehicall allows the User to surf the
Website without registering on the Website.;
v) The term ‘User’ shall refer to the person who uses website or the
product/service listed on it to contact the vehicle owners registered
on the website.
vi) The term ‘Customer’ shall refer to any individual who is registered
on the website as a vehicle owner and has purchased the
product/service listed on the website.
vii) The terms ‘Party’ & ‘Parties’ shall respectively be used to refer to
the User and the Company individually and collectively, as the
context so requires.
d) The headings of each section in these Terms are only for the purpose of organizing the various provisions under these Terms in an orderly manner, and shall not be used by either Party to interpret the provisions contained herein in any manner. Further, it is specifically agreed to by the Parties that the headings shall have no legal or contractual value.
e) The use of the Website by the User is solely governed by these Terms as well as the Privacy Policy (“Policy”, available on the website) and any modifications or amendments made thereto by the Company from time to time, at its sole discretion. Visiting the home page of the Website and/or using any of the Services (collectively, such Services, Software and the Site, collectively, the "Service(s)"), provided on the Website shall be deemed to signify the User’s unequivocal acceptance of these Terms and the aforementioned Policy, and the User expressly agrees to be bound by the same. The User expressly agrees and acknowledges that the Terms and Policy are co-terminus, and that expiry / termination of either one will lead to the termination of the other, save as provided in Section 4 hereunder.
f) The Company reserves the sole and exclusive right to amend or modify these Terms without any prior permission or intimation to the User, and the User expressly agrees that any such amendments or modifications shall come into effect immediately. The User has a duty to periodically check the terms and stay updated on its requirements. If the User continues to use the Website following such a change, the User will be deemed to have consented to any and all amendments/modifications made to the Terms. In so far as the User complies with these Terms, he/she is granted a personal, non-exclusive, non-transferable, revocable, limited privilege to enter and use the Website.
The Website is a platform for connecting vehicle owners, persons/individuals, registered with Vehicall and have bought product / service listed on the website through direct / indirect sales channel, with the user who uses the products / services listed on the website. For availing such services, vehicle owner is required to register on the website and buy the Smart Vehicle Parking Tag, viz, Vehicall Tag from the website. The User, on the other hand, need to scan the Vehicall Tag to be able to connect with the vehicle owner registered with Vehicall.
The User represents and warrants that he/she is competent and eligible to
enter into legally binding agreements and that he/she has the requisite
authority to bind himself/herself to these Terms, as determined solely by
the provisions of the Indian Contract Act, 1872. The User may not use this
Website if he/she is not competent to contract under the Indian Contract
Act, 1872, or is disqualified from doing so by any other applicable law, rule
or regulation currently in force.
While individuals under the age of 18 may use the Website or the Services,
they shall do so only with the involvement and guidance of their parents/
legal guardians, under such parent/legal guardian’s supervision and
control. We reserve the right to deny/use membership to, and/or exclude
from our Website.
These Terms shall continue to form a valid and binding contract between the Parties, and shall continue to be in full force and effect until:
a) The User continues to access and use the Website; or
b) The Transaction between the Parties, if any, concludes to the satisfaction of both Parties;
Whichever is longer. The Parties agree that certain portions of these Terms (“Sections”), such as Sections 13, 14, 15, 17 & 19, shall continue to remain in full force and effect indefinitely, even after the expiry or termination of these Terms as contemplated herein
The Company reserves the right, in its sole discretion, to unilaterally terminate the User’s access to the Products and Services offered on the Website, or any portion thereof, at any time, without notice or cause. The User shall continue to be bound by these Terms, and it is expressly agreed to by the Parties that the User shall not have the right to terminate these Terms till the expiry of the same, as described in Section 4 herein above.
The website functions as an online interactive electronic platform, inter alia, connecting vehicle owners registered with Vehicall and users of the Website or product / service listed on it. The Company, by way of the web and/or electronic base platform, merely provides a platform to connect Users and the Customers
(i) Customer shall refer to any individual who is registered on the website as a vehicle owner and has purchased the product/service listed on the Website.
(ii) User shall refer to the person who uses website or the product/service listed on it to contact the vehicle owners registered on the Website.
(iii) The first and the second category users shall be collectively referred to as ‘Users’.
(a) User Sign-up and Registration.
(i) To User, the Company offers sign-up/logging-in process with
our in-house sign-up system. The Company also provides the
User the option of logging in and liking their Facebook and
Google accounts. User can complete or own sign-up process by.
(b) User is required provide accurate and complete information at the time of signing-up and registering. Information should be updated from time to time in case of changes. The User is solely responsible for maintaining the confidentiality of his/her account, display name and password and he/she is fully responsible for all activities that occur under the same. It is agreed that the Company shall not be responsible for any unauthorized activities that occur due to lack of confidentiality of the username and password on their part. By signing up, you agree to the T&C in addition to any other specific terms which shall be posted at an appropriate location of the Electronic Media.
(c) The User expressly agrees to
(i) Notify the Company of any potential unauthorized use of his/her
account, user name and password or account by a third party;
and
(ii) The User also agrees to, log-out from your account at the end of
each session. This is to be done so as to ensure complete
confidentiality of the login and account details.
(iii) On receiving notifications regarding unauthorized usage of
accounts and suspicious activity, the Company shall proceed to
block the User’s account till the Company deems fit. The
Company shall not be held liable for any damages or losses cause
to the User as a result of this.
(d) The User also agrees that
(i) The User will abide by the law and shall display utmost diligence and honesty at all times when accessing and using the Website and/or availing the Services and will comply with all laws, rules, regulations, legislations, notifications, circulars, guidelines, standards, codes, policies, orders, approvals, ordinances, judgments, decrees, injunctions, writs, arbitral award, bye-laws, or any similar form of decision, determination, or adjudication having the force of law, as amended from time to time, applicable to use of the Website and/or availing the Services.
By using this Website, and providing his/her contact information to the Company through the Website, the User hereby agrees and consents to receiving calls, autodialed and/or pre-recorded message calls, e-mails and SMSs from the Company and/or any of its affiliates or partners at any time, subject to the Policy. In the event that the User wishes to stop receiving any such marketing or promotional calls / email messages / text messages, the User may send an e-mail to ([email protected]_) with the subject [stop communications]. The User agrees and acknowledges that it may take up to (_5_) business days for the Company to give effect to such a request by the User. Note: Customers can also hit unsubscribe button in the mail received by us, to stop receiving emails.
The User expressly agrees that notwithstanding anything contained herein above, he/she may be contacted by the Company or any of its affiliates/partners relating to any Service availed of by the User on the Website or anything pursuant thereto.
It is expressly agreed to by the Parties that any information shared by the User with the Company shall be governed by the Policy.
The User would have to pay the Website the stipulated amount for purchasing
Vehicall Smart Parking Tag, viz, Vehicall Tag by means of various payment
gateways as stipulated below.
To process financial transactions, We use third-party electronic payment
processors or Service providers (ESPs). As required, you permanently authorize
us to instruct such ESPs to handle Account deposits and withdrawals from your
account. You also permanently agree that in accordance with your requests as
submitted, we may give such instructions on your behalf. You agree to be certain
by the terms and conditions of use of each appropriate ESP. In the event of
conflict between these Agreements and the ESP's terms and conditions, these
Agreements shall prevail.
As prescribed by the financial institutions issuing the credit or debit cards
affiliated with Visa and Mastercard you will be required to submit your 16-digit
credit Card number, Card’s expiry date and 3-digit CVV number (usually on the
reverse of the cards) when you make your online transaction using your Credit or
Debit cards. You should also have enrolled your Credit cards with VBV (Verified
by Visa), MSC (Master card Secure Code) or the Amex Safekey to complete the
transaction.
The User is hereby expressly made aware that his/her card statements will reflect
that a payment has been made in favor of the Company. The User is further
aware that in case of third-party statements, including bank and credit card
statements, the merchant name may appear in an abbreviated format, and the
Company has no control over the same. By placing an order on the site, the User
expressly agrees to the terms and conditions and payment policy published in the
appropriate section of the Website, or affiliated Websites where reference to such
affiliated Websites has been specifically made. However, subject to development
of the mode of payment the payment gateway might change.
Transactions on the Website are secure and protected. Any information entered by the User when transacting on the Website is encrypted to protect the User against unintentional disclosure to third parties. The User’s credit and debit card information is not received, stored by or retained by the Company / Website in any manner. This information is supplied by the User directly to the relevant payment gateway, which is authorized to handle the information provided, and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with.
Usage of Website
The User agrees and acknowledges that he/she is a restricted user of this Website, and that he/she:
a) is bound not to cut, copy, distribute, modify, recreate, reverse
engineer, distribute, disseminate, post, publish or create
derivative works from, transfer, or sell any information or
software obtained from the Website. Any such use / limited use of
the Website will only be allowed with the prior express written
permission of the Company.
b) agrees not to access (or attempt to access) the Website and/or the
materials or Services by any means other than through the
interface provided by the Website. The use of deep-link, robot,
spider or other automatic device, program, algorithm or
methodology, or any similar or equivalent manual process, to
access, acquire, copy or monitor any portion of the Website or its
content, or in any way reproduce or circumvent the navigational
structure or presentation of the Website, materials or any content,
or to obtain or attempt to obtain any materials, documents or
information through any means not specifically made available
through the Website will lead to suspension or termination of the
User’s access to the Website, as detailed in Section 12 herein
below.
c) The User acknowledges and agrees that by accessing or using the
Website or any of the Services provided therein, he/she may be
exposed to content that he/she may consider offensive, indecent
or otherwise objectionable. The Company disclaims any and all
liabilities arising in relation to such offensive content on the
Website. The User expressly agrees and acknowledges that the
Products/Services displayed on the Website are not owned by the
Company/Website, and that the same are the exclusive property
of certain third parties who have chosen to market their Products
through the Company’s Website, and that the Company/Website
is in no way responsible for the content of the same. The User may
however report any such offensive or objectionable content, which
the Company may then remove from the Website, at its sole
discretion.
d) In places where Website permits the User to post or upload
data/information, the User undertakes to ensure that such
material is not offensive or objectionable, and is in accordance
with applicable laws. The User expressly agrees that any such
material that is deemed to be objectionable/offensive may be
removed from the Website immediately and without notice, and
further that the User’s access to the Website may also be
permanently revoked, at the sole discretion of the Company.
e) Further undertakes not to:
i. Abuse, harass, threaten, defame, disillusion, erode,
abrogate, demean or otherwise violate the legal
rights of any other person or entity;
ii. Engage in any activity that interferes with or
disrupts access to the Website or the Services
provided therein (or the servers and networks which
are connected to the Website);
iii. Impersonate any person or entity, or falsely state or
otherwise misrepresent his/her affiliation with a
person or entity;
iv. Publish, post, disseminate, any information which is
grossly harmful, harassing, blasphemous,
defamatory, obscene, pornographic, pedophilic,
libelous, invasive of another's privacy, hateful, or
racially, ethnically objectionable, disparaging,
relating or encouraging money laundering or
gambling, or otherwise unlawful in any manner
whatever under any law, rule or regulation currently
in force; or unlawfully threatening or unlawfully
harassing including but not limited to "indecent
representation of women" within the meaning of the
Indecent Representation of Women (Prohibition)
Act, 1986;
v. Post any image/file/data that infringes the
copyright, patent or trademark of another person or
legal entity;
vi. Upload or distribute files that contain viruses,
corrupted files, or any other similar software or
programs that may damage the operation of the
Website;
vii. Download any file posted/uploaded by another user
of the Website that the User is aware, or should
reasonably be aware, cannot be legally distributed in
such a manner;
viii. Probe, scan or test the vulnerability of the Website
or any network connected to the Website, nor breach
the security or authentication measures on the
Website or any network connected to the Website.
The User may not reverse look-up, trace or seek to
trace any information relating to any other user of,
or visitor to, the Website, or any other customer of
the Website, including any user account maintained
on the Website not operated/managed by the User,
or exploit the Website or information made available
or offered by or through the Website, in any manner;
ix. Disrupt or interfere with the security of, or otherwise
cause harm to, the Website, systems resources,
accounts, passwords, servers or networks connected
to or accessible through the Websites or any
affiliated or linked websites;
x. Collect or store data about other users of the
Website.
xi. Use the Website or any material or content therein
for any purpose that is unlawful or prohibited by
these Terms, or to solicit the performance of any
illegal activity or other activity which infringes the
rights of this Website or any other third party(ies);
xii. Violate any code of conduct or guideline which may
be applicable for or to any particular product or
Service offered on the Website;
xiii. Violate any applicable laws, rules or regulations
currently in force within or outside India;
xiv. Violate any portion of these Terms or the Policy,
including but not limited to any applicable
additional terms of the Website contained herein or
elsewhere, whether made by amendment,
modification, or otherwise;
xv. Threaten the unity, integrity, defense, security or
sovereignty of India, friendly relations with foreign
states, or public order, or cause incitement to the
commission of any cognizable offence, or prevent
the investigation of any offence, or insult any other
nation.
xvi. Publish, post, or disseminate information that is
false, inaccurate or misleading;
xvii. Directly or indirectly offer, attempt to offer, trade, or
attempt to trade, any item the dealing of which is
prohibited or restricted in any manner under the
provisions of any applicable law, rule, regulation or
guideline for the time being in force.
xviii. Commit any act that causes the Company to lose (in
whole or in part) the Services of its internet Service
provider ("ISP") or in any manner disrupts the
Services of any other supplier/Service provider of
the Company/Website;
xix. Engage in advertising to, or solicitation of, other
users of the Website to buy or sell any Products or
Services not currently displayed on the Website. The
User may not transmit any chain letters or
unsolicited commercial or junk email/messages to
other users via the Website. It shall be a violation of
these Terms to use any information obtained from
the Website in order to harass, abuse, or harm
another person, or in order to contact, advertise to,
solicit, or sell to another user of the Website without
the expresses prior written consent of the Company.
Notwithstanding other legal remedies that may be available to it, the Company may in its sole discretion limit the User’s access and/ or activity by immediately removing the User’s access credentials either temporarily or indefinitely, or suspend / terminate the User’s membership, and/or refuse to provide User with access to the Website, without being required to provide the User with notice or cause:
a) If the User is in breach any of these Terms or the Policy; b) If the User has provided wrong, inaccurate, incomplete or incorrect information; c) If the User’s actions may cause any harm, damage or loss to the other users or to the Website/Company, at the sole discretion of the Company. d) If the usage of the account by the user and the content uploaded on the website is offensive or deemed to be offensive in any manner.
The User hereby expressly agrees to defend, indemnify and hold harmless the Website and the Company, its employees, directors, officers, agents and their successors and assigns and against any and all claims, liabilities, damages, losses, costs and expenses, including attorney's fees, caused by or arising out of claims based upon the User's actions or inactions, including but not limited to any warranties, representations or undertakings, or in relation to the non- fulfillment of any of the User’s obligations under this Agreement, or arising out of the User's infringement of any applicable laws, rules and regulations, including but not limited to infringement of intellectual property rights, payment of statutory dues and taxes, claims of libel, defamation, violation of rights of privacy or publicity, loss of Service by other subscribers, or the infringement of any other rights of a third party.
In no event shall the Company/Website be liable to compensate the User or
any third party for any special, incidental, indirect, consequential or punitive
damages whatsoever, including those resulting from loss of use, data or
profits, whether or not foreseeable, and whether or not the
Company/Website had been advised of the possibility of such damages, or
based on any theory of liability, including breach of contract or warranty,
negligence or other tortuous action, or any other claim arising out of or in
connection with the User’s use of or access to the Website and/or the
Products, Services or materials contained therein.
The limitations and exclusions in this section apply to the maximum extent
permitted by applicable law, and the Parties expressly agree that in the event
of any statute, rule, regulation or amendment coming into force that would
result in the Company/Website incurring any form of liability whatsoever,
these Terms and the Policy will stand terminated one (1) day before the
coming into effect of such statute, rule, regulation or amendment. It is
further agreed to by the Parties that the contents of this Section shall survive
even after the termination or expiry of the Terms and/or Policy.
Unless expressly agreed to in writing, nothing contained herein shall give the
User a right to use any of the Website’s trade names, trademarks, Service
marks, logos, domain names, information, questions, answers, solutions,
reports and other distinctive brand features, save according to the provisions
of these Terms. All logos, trademarks, brand names, Service marks, domain
names, including material, designs, and graphics created by and developed
by the Website and other distinctive brand features of the Website are the
property of the Company. Furthermore, with respect to the Website created
by the Company, the Company shall be the exclusive owner of all the designs,
graphics and the like, related to the Website.
The User may not use any of the intellectual property displayed on the
Website in any manner that is likely to cause confusion among existing or
prospective users of the Website, or that in any manner disparages or
discredits the Company/Website, to be determined in the sole discretion of
the Company.
The User is aware that the Company merely provides a platform through
which the fitness service providers list the services which they wish to
provide on the Company’s Website and the User who wishes to avail these
services avails them through a virtual currency which acts as a link between
the Fitness service provider
The User is further aware that any reproduction or infringement of the
intellectual property of the aforementioned owners by the User will result in
legal action being initiated against the User by the respective owners of the
intellectual property so reproduced / infringed upon. It is agreed to by the
Parties that the contents of this Section shall survive even after the
termination or expiry of the Terms and/or Policy.
a) Except as otherwise expressly stated on the Website, all
Products/Services offered on the Website are offered on an "as is" basis
without any warranty whatsoever, either express or implied.
b) The Company/Website makes no representations, express or implied,
including without limitation implied warranties of merchantability and
fitness of a product for a particular purpose or non-infringement.
c) The User agrees and undertakes that he/she is accessing the Website and
transacting at his/her sole risk and are that he/she is using his/her best
and prudent judgment before purchasing any Product/Service listed on
the Website, or accessing/using any information displayed thereon.
d) The Website and the Company accepts no liability for any errors or
omissions, whether on behalf of itself or third parties, or for any damage
caused to the User, the User’s belongings, or any third party, resulting
from the use or misuse of any Product purchased or Service availed of by
the User from the Website.
e) The Company/Website does not guarantee that the functions and
Services contained in the Website will be uninterrupted or error-free, or
that the Website or its server will be free of viruses or other harmful
components, and the User hereby expressly accepts any and all
associated risks involved with the User’s use of the Website.
f) You agree that you are solely responsible for your interactions (including
any purchase and sale transactions) with any other user in connection
with the Service and the Company will have no liability or responsibility
with respect thereto. The Company reserves the right, but has no
obligation, to become involved in any way with disputes between you and
any other user of the Service.
g) Any material, contents or information downloaded or otherwise obtained
from the site or from any of the links given on the site, is subject to this
agreement and done at your own discretion and risk and that you will be
solely responsible for any damage to your computer system or loss of
data that results from the download of any such material. The Company
reserves the right to review all the content uploaded onto the website but
has no obligation to do so. The User is solely liable for the content
uploaded by him/her.
h) The User or their affiliates, employees, agents or consultants shall in any
event be liable for any indirect, incidental or consequential damages such
as, but not limited to, loss of business information, loss of goodwill,
business interruption or loss of anticipated profits or benefits resulting
from use of the site or any part or whole of the content or arising out of
any breach of warranty even if the User or their affiliates, employees,
agents or consultants have been advised of the possibility of such
damages.
i) Such limitation of liability shall apply whether the damages arise from
use or misuse of or from the interruption, suspension, or termination of
access to the content or site (including such damages incurred by third
parties).
j) All payments made using online banking services must be in accordance
with the laws of India and the You may be required to verify Your
identity and submit photographic proof or documents asked for by the
banking services.
k) This limitation shall also apply, without limitation, to the costs of
procurement of substitute content, loss of goodwill, loss of profits, or loss
of data. Such limitation shall further apply with respect to the
performance or non-performance of Vehicall or any information that
appears on, or is linked or related in any way to, the site provided
thereunder.
l) Such limitation shall apply notwithstanding any failure of essential
purpose of any limited remedy and to the fullest extent permitted by law.
m) It is further agreed to by the Parties that the contents of this Section shall
survive even after the termination or expiry of the Terms and/or Policy.
Any comments, ideas, suggestions, initiation, or any other content contributed by the User to the Company or this Website will be deemed to include a royalty-free, perpetual, irrevocable, nonexclusive right and license for the Company to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works, display worldwide, or act on such content, without additional approval or consideration, in any media, or technology now known or later developed, for the full term of any rights that may exist in such content, and the User hereby waives any claim to the contrary. The User hereby represents and warrants that he/she owns or otherwise controls all of the rights to the con tent contributed to the Website, and that use of such content by the Company/Website does not infringe upon or violate the rights of any third party. In the event of any action initiated against the Company/Website by any such affected third party, the User hereby expressly agrees to indemnify and hold harmless the Company/Website, for its use of any such information provided to it by the User. The Company reserves its right to defend itself in any such legal disputes that may arise, and recover the costs incurred in such proceedings from the User.
It is expressly agreed to by the Parties hereto that the formation, interpretation and performance of these Terms and any disputes arising here from will be resolved through a two-step Alternate Dispute Resolution (“ADR”) mechanism. It is further agreed to by the Parties that the contents of this Section shall survive even after the termination or expiry of the Terms and/or Policy.
a) Mediation: In case of any dispute between the parties, the
Parties will attempt to resolve the same amicably amongst
themselves, to the mutual satisfaction of both Parties. In the event
that the Parties are unable to reach such an amicable solution
within thirty (30) days of one Party communicating the existence
of a dispute to the other Party, the dispute will be resolved by
arbitration, as detailed herein below;
b) Arbitration. In the event that the Parties are unable to amicably
resolve a dispute by mediation, said dispute will be referred to
arbitration by a sole arbitrator to be appointed by the Company,
and the award passed by such sole arbitrator will be valid and
binding on both Parties. The Parties shall bear their own costs for
the proceedings, although the sole arbitrator may, in his/her sole
discretion, direct either Party to bear the entire cost of the
proceedings. The arbitration shall be conducted in English, and
the seat of Arbitration shall be Delhi, India.
The Parties expressly agree that the Terms, Policy and any other agreements entered into between the Parties are governed by the laws, rules and regulations of Delhi, India, and that the Courts at Delhi shall have exclusive jurisdiction over any disputes arising between the Parties.
Any and all communication relating to any dispute or grievance experienced by the User may be communicated to the Company by the User reducing the same to writing, and sending the same to the registered office of the Company by Registered Post Acknowledgement Due/Speed Post Acknowledgement Due (RPAD / SPAD)
a) Entire Agreement: These Terms, read with the Policy form the
complete and final contract between the User and the Company with
respect to the subject matter hereof and supersedes all other
communications, representations and agreements (whether oral, written
or otherwise) relating thereto;
b) Waiver: The failure of either Party at any time to require performance
of any provision of these Terms shall in no manner affect such Party's
right at a later time to enforce the same. No waiver by either Party of any
breach of these Terms, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be or construed as a further or
continuing waiver of any such breach, or a waiver of any other breach of
these Terms.
c) Severability: If any provision/sections of these Terms is held to be
invalid, illegal or unenforceable by any court or authority of competent
jurisdiction, the validity, legality and enforceability of the remaining
provisions/sections of these Terms shall in no way be affected or
impaired thereby, and each such provision/clause of these Terms shall
be valid and enforceable to the fullest extent permitted by law. In such
case, these Terms shall be reformed to the minimum extent necessary to
correct any invalidity, illegality or unenforceability, while preserving to
the maximum extent the original rights, intentions and commercial
expectations of the Parties hereto, as expressed herein.