This Chase QuickPay Service Agreement and Privacy Notice (this "Agreement") states the terms and conditions that govern your use of the Chase QuickPay Service (sometimes referred to as Chase QuickPay®, Chase Person-to-Person QuickPay or other trade name or trademark as determined by us) and J.P. Morgan QuickPay (each, the "Chase QuickPay Service" or "Service"). As used herein, the terms "Bank", "us," "we," or "our" mean JPMorgan Chase Bank, National Association, or any affiliate, agent, independent contractor, designee, or assignee that we may, at our sole discretion, involve in the provision of the Chase QuickPay Service; "you" or "your" means (1) an individual or entity that is the owner of an account or (2) an authorized signer on an account who has authority to view account information and effect transactions on such account.
When you use or access, or permit any other person(s) or entity to use or access the Chase QuickPay Service, you agree to the terms and conditions of this Agreement. We may amend or change this Agreement (including any applicable fees and service charges) from time to time, in our sole discretion, by sending you written notice by electronic mail, postal mail or by posting the updated terms on the sites within the Chase QuickPay Service (the "Site(s)"). Please access and review this Agreement regularly. If you find the Agreement unacceptable to you at any time, please discontinue your use of the Chase QuickPay Service. Your use of the Chase QuickPay Service after we have made such changes available will be considered your agreement to the change.
We grant to you, for your personal use or, if you are a business, internal business purposes only, a nonexclusive, limited and revocable right to access and use the Chase QuickPay Service. You agree not to use the Chase QuickPay Service for any other purpose, including commercial purposes, such as co-branding, framing, linking, or reselling any portion of the Chase QuickPay Service without our prior written consent.
General Terms Applicable to the Chase QuickPay Service
- "Accept(s)" or "acceptance" means the recipient's consent to receive the funds or transfers, which could be provided through various ways, including by the recipient, by cXc in the case of certain Non-Participating Financial Institution Accounts, or by the financial institution holding that account on recipient's behalf, either manually or through an automated process. For those financial institutions that accept payments on behalf of their accountholders, including us, the date of acceptance as used in this Agreement typically has the same meaning as the Send On date.
- "Business Day" refers to Monday through Friday, excluding federal holidays.
- "Cancelled" means funds will neither be processed nor sent for any reason.
- "Chase Account" means a checking account held by us, or a reloadable, prepaid account established under the Chase Liquid® Card program (“Chase Liquid Card”) or other eligible Chase card or account as determined by us from time to time and registered for the Chase QuickPay Service.
- "clearXchange" or “cXc” network refers to the network directory service in the United States that lets customers of Participating Financial Institutions transfer money between U.S. bank accounts using email addresses and mobile phone numbers.
- "Completed" means funds have been successfully processed and both Pay To and Pay From Accounts have been updated. It does not mean funds have necessarily been received into the Pay To Account.
- "Current Day" refers to funds from a Chase Account that are scheduled to be sent with a present day Send On date (i.e., the transfer is scheduled to begin processing the same date as the Instructions are entered).
- "Cutoff Time" means the time by which we must receive Instructions to have them considered entered on that particular Business Day. See the paragraph entitled "Cutoff Times" for additional details.
- "Funded" means when an amount to be sent has been withdrawn from the available balance of the Pay From Account.
- "Future Dated" means Instructions that are not scheduled to begin processing on the Current Day; only Business Days may be selected for Future Dated transfers.
- "In Process" means the funds requested for transfer are in transit but have not yet been credited to the Pay To Account.
- "Instructions" means the information provided by you or the sender in order for the funds to be delivered to the Pay To Account.
- Non-Participating Financial Institution Account" means a deposit account held by a financial institution, other than us or a Participating Financial Institution and registered for clearXchange’s out-of-network person-to-person payment service.
- "Participating Financial Institution" means a financial institution participating from time to time in the clearXchange network, other than Chase.
- "Participating Financial Institution Account" means an account registered with the person-to-person transfer service of a Participating Financial Institution.
- "Pay From Account" means the account from which funds will be transferred.
- "Pay To Account" means the account to which funds will be transferred.
- "Pending" means any Instruction that has not been Cancelled before the Cutoff Time on the Send On date and has not been Funded.
- "Repeating" means automatic recurring payment or transfer to the same Pay To Account, for the same amount which you can authorize for transmission;
- "Send On date" means the date you select which will instruct us to begin the delivery process and notify the recipient of the payment. NOTE: The date that we will deliver the funds to recipient may vary depending on available funds, the Business Day on which it falls, acceptance of the transfer or the recipient's registration status in the Chase QuickPay Service or the person-to-person transfer service of a Participating Financial Institution or cXc and may be on or after the date entered in the sender's Instructions.
- "transfer" means any Instruction to move funds electronically from one account to another, and/or Instructions that have been processed through the Chase QuickPay Service, as the context requires.
Disclosure of Account Information to Third Parties
- as necessary to complete transactions;
- as necessary in connection with offering the Chase QuickPay Service;
- in connection with the investigation of any claim related to your account or the funds you send or receive;
- to comply with government agency or court orders;
- in accordance with your written permission; and
- as otherwise permitted by the terms of our privacy notice.
Additionally, you agree to indemnify, defend and hold us harmless from and against any and all claims, losses, liability, cost and expenses (including reasonable attorneys' fees) arising from your provision, whether directly or indirectly (such as through our use, to the extent agreed to by you from time to time, of any tool or technology) of a phone number, e-mail address, information and photographs associated with recipients contained in your mobile device Contacts, or other delivery location that is not your own, or your violation of applicable federal, state or local law, regulation or ordinance. Your obligation under this paragraph shall survive termination of the Agreement.
You understand and agree that these services may not be encrypted and may include personal or confidential information about you such as your account activity or status. Delivery and receipt of information, including instructions for payment, transfer and other move money transactions, through the Mobile Services may be delayed or impacted by factor(s) pertaining to your Internet service provider(s), phone carriers, other parties, or because of other reasons outside of our control. We will not be liable for losses or damages arising from any disclosure of account information to third parties, non-delivery, delayed delivery, misdirected delivery or mishandling of, or inaccurate content in, information and instructions sent through the Mobile Services. Additionally, not all of the products, services or functionality described on the Site(s) and the Agreement are available when you use the Mobile Services. Therefore, you may not be eligible to use all the products, services or functionality described when you access or try to access them using a mobile device. We reserve the right to determine your eligibility for any product, service, or functionality. Information available via the Mobile Services, including balance, transfer and payment information, may differ from the information that is available directly through the Chase online services and Site(s) without the use of a mobile device. Information available directly through the Chase online services and Site(s) without the use of a mobile device may not be available via the Mobile Services, may be described using different terminology (including capitalized terms used in the Agreement or on our Site(s), or may be more current than the information available via the Mobile Services, including but not limited to account balance information. The method of entering instructions via the Mobile Services may also differ from the method of entering instructions directly through the Chase QuickPay Service without the use of a mobile device. Processing of payment and transfer instructions may take longer through the Mobile Services. We are not responsible for such differences, whether or not attributable to your use of the Mobile Services. Additionally, you agree that neither we nor our service providers will be liable for any errors or delays in the content, or for any actions taken in reliance thereon. You are responsible for any and all charges, including, but not limited to, fees associated with text messaging imposed by your communications service provider. We are not responsible for any damages resulting from your failure to comply with any terms and conditions provided by your communication service provider or any app store. We, or our licensors, own all right, title and interest, including, without limitation, all intellectual property rights (including all names, trade names, trademarks, service marks, slogans, logos or other indicia) in and to the Chase QuickPay Service (including the products and services accessed through the Mobile Services). No license or other right in or to such products and services is granted to you except for the rights specifically set forth in this Agreement.
Cancellation of Your Service
Between a Chase Account and a Non-Participating Financial Institution Account or a Participating Financial Institution Account: the Cutoff Time for acceptance of the transfers is 8:00 PM Eastern Time on any Business Day.
All Cutoff Times referenced in this Agreement reflect the times displayed on our internal system clocks and may not necessarily be synchronized with the internal clock displayed on your computer or mobile device. For this reason, we suggest that you transmit any Instructions to us sufficiently in advance of such Cutoff Times to eliminate the possibility of missing the cutoff. Instructions entered after the Cutoff Time with a Send On date that is the Current Day or next Business Day may start to process immediately and may be Funded prior to the Send On date.
Sending and Receiving Money
You may send money to a recipient at your initiation or in response to that recipient’s request for money. You understand that use of this Service by you shall at all times be subject to (i) this Agreement, and (ii) your express authorization at the time of the transaction for us to initiate a debit entry to your bank account. You understand that when you send the payment, you will have no ability to stop or cancel it. The sender must be registered with (i) the Chase QuickPay Service with an eligible Pay From Account or (ii) the person-to-person payment service of clearXchange or a Participating Financial Institution, and provide a valid e-mail address or mobile phone number for the recipient. Funds will not be withdrawn from the Pay From Account until the transfer has been accepted.
Notwithstanding anything set forth in this Agreement, processing times vary depending on registration and information provided by the sender and recipient. We will automatically begin the delivery process and send notice of a transfer to the recipient on the Send On date. We will continue our attempts by sending a second notice of a transfer to the recipient, and providing the recipient a period of nine (9) succeeding Business Days to register in the Chase QuickPay Service, or the person-to-person payment service of clearXchange or a Participating Financial Institution. At the end of this period, if the recipient still has not registered in the Chase QuickPay Service, the transfer request will be Cancelled. The sender may cancel the transfer at any time during this ten (10) day period if the recipient is not registered at the time of cancellation. The recipient may not initiate a transfer of funds from a third party's Pay From Account to the recipient's Pay To Account. You may however send an e-mail via the Chase QuickPay Service to request money from a third party if you have a valid e-mail address for such third party.
You may also send a text message via the Chase QuickPay Service to request money from a recipient holding a Non-Participating Financial Institution Account or an account at a Participating Financial Institution, if you have a valid mobile phone number for such recipient and the Participating Financial Institution or cXc sends text messages at that mobile phone number to the recipient. If a request for transfer is subsequently cancelled by the requestor, and the sender has initiated a transfer tied to that request, the transfer will be Cancelled unless it is a Current Day transfer, the transfer is already accepted, or it is after the Cutoff Time on the Send On date.
As a recipient or sender of any transfer using the Chase QuickPay Service, you acknowledge and agree that, we may delay or cancel a request to transfer money and/or charge back the amount of such transfer to the Pay From Account or other account as we determine in our discretion or claim a refund from you for such amount for various reasons including fraud, duplicate payment, incorrect amount or incorrect recipient or otherwise to meet our regulatory obligations. For example, we may need additional time to verify your identity or the identity of the person sending the money, or the payment may be delayed due to technical difficulties or circumstances beyond our control. If we delay or block a payment that you have initiated, we will notify you..
By accepting this Agreement, you agree that you will not use the Service to request money for the payment or collection of an overdue or delinquent debt; to request money that is owed to another person; or to collect any amounts that are owed pursuant to a court order.
You agree to receive money requests from other individuals registered with clearXchange or a Participating Financial Institution, and to only send requests for legitimate and lawful purposes. Requests for money are solely between the sender and recipient and are not reviewed or verified by us. We do not assume responsibility for the accuracy or legality of such requests and do not act as a debt collector on your behalf or on behalf of the sender of a request for money.
We reserve the right, but assume no obligation, to terminate your ability to send requests for money in general, or to specific recipients, if we deem such requests to be potentially unlawful, abusive, offensive or unwelcome by the recipient.
Sending Money Between Chase Accounts
Transfers between Chase Accounts: If you use the Chase QuickPay Service to send money, you authorize us to withdraw funds from your designated Pay From Account for all transfers of funds that you initiate through the Chase QuickPay Service and you agree to have sufficient funds in your Pay From Account on the Send On date for each such transfer you schedule until the transfer is Completed or Cancelled. We will not be obligated to make any transfer you may request unless there are sufficient available funds in the Pay From Account to cover the transfer. Transfers from Chase Accounts will be Funded from your Pay From Account on the date of acceptance.
For transfers between Chase Accounts, funds should typically be available within minutes, but no later than the next Business Day if the transfer is sent before the Cutoff Time. If the transfer is sent after the Cutoff Time, the funds may be available immediately for cash withdrawal at ATMs and for online transactions, but not available to pay other payments that were presented on the same calendar day.
Current Day transfers between Chase Accounts: Any transfer Instruction for a requested Current Day transfer received by us after the Cutoff Time or on non-Business Days will not be a Current Day transfer and will be processed the following Business Day. If there are insufficient available funds to cover a Current Day transfer, the transfer request will fail and we will not make repeat attempts to debit the applicable account.
Repeating and Future Dated transfers between Chase Accounts: In the case of Repeating and Future Dated transfers, if sufficient funds are not in the Pay From Account on the Send On date, the transfer will fail and we will not make repeat attempts to debit the applicable account.
Sending Money Between Chase Accounts and Non-Participating Financial Institution Accounts
Transfers between a Chase Account and a Non-Participating Financial Institution Account: You authorize us to charge your designated Pay From Account with us for all transfers of funds that you initiate through the Chase QuickPay Service and you agree to have sufficient funds in your Pay From Account on the Send On date to cover each such transfer you schedule and any fees that might be associated with such transfer until the transfer is Completed or Cancelled. We will not be obligated to make any transfer you may request unless there are sufficient available funds (including any available overdraft protection account you may have) in your Pay From Account to cover the transfer on the Send On date until the transfer is Completed or Cancelled. If there are insufficient available funds to cover a transfer on the date of acceptance, the transfer will fail and we will not make repeat attempts to debit the applicable account.
Instructions for transfers to a Non-Participating Financial Institution Account will be deducted from the Pay From Account held by us following acceptance. Transfers from Non-Participating Financial Institution Accounts are subject to the processing times of the financial institution holding the Non-Participating Financial Institution Account. Instructions for transfers from the Non-Participating Financial Institution Accounts that we receive by the Cutoff Time on a Business Day will be sent to the financial institution holding the Non-Participating Financial Institution Account on the same day for processing.
For transfers from a Chase Account to a Non-Participating Financial Institution Account, the transfer should typically be completed one to two Business Days after the Business Day following acceptance, subject to the processing times of the financial institution holding the Non-Participating Financial Institution Account.
For transfers from an Non-Participating Financial Institution Account to a Chase Account, the transfer should typically be completed four to five Business Days after the Business Day following acceptance, subject to the processing times of the financial institution holding the Non-Participating Financial Institution Account.
Sending Money Between Chase Accounts and Participating Financial Institution Accounts
Transfers from a Chase Account to a Participating Financial Institution Account: You authorize us to charge your designated Pay From Account with us for all transfers of funds that you initiate through the Chase QuickPay Service and you agree to have sufficient funds in your Pay From Account on the Send On date to cover each such transfer you schedule and any fees that might be associated with such transfer until the transfer is Completed or Cancelled. We will not be obligated to make any transfer you may request unless there are sufficient available funds (including any available overdraft protection account you may have) in your Pay From Account to cover the transfer on the Send On date until the transfer is Completed or Cancelled.
If there are insufficient available funds to cover a transfer to a Participating Financial Institution Account on the date of acceptance, the transfer request will fail and we will not make repeat attempts to debit the applicable account.
Instructions for transfers to a Participating Financial Institution Account will be deducted from the Pay From Account held by us once the recipient or the Participating Financial Institution accepts. Funds will typically be available in the Participating Financial Institution Account when Chase sends a guarantee of payment or a similar notice to the Participating Financial Institution, and depending on the Participating Financial Institution and whether there are sufficient funds in your Chase Account, that may be within minutes or within two Business Days following acceptance. Once your transfer has been submitted and confirmed, we will provide you information on when the funds for each transfer will become available.
Transfers from a Participating Financial Institution Account to a Chase Account: Transfers from Participating Financial Institution Accounts to Chase Accounts are subject to the terms of the person-to-person transfer service of the Participating Financial Institution and may be delayed or canceled as the Participating Financial Institution may determine in its sole discretion.
Funds will be typically available when Chase receives a guarantee of payment or a similar notice from the Participating Financial Institution sending the transfer, and depending on the Participating Financial Institution, that may be within minutes or within three Business Days following acceptance, subject to the processing times of the Participating Financial Institution. After acceptance, we will provide you information on you when the funds for each transfer will become available.
If the transfer is accepted after the Cutoff Time, the funds may be available immediately for cash withdrawal at ATMs and for online transactions, but not available to pay other payments that were presented on the same calendar day.
If you are a Chase Private Client or Private Banking client, transfers may be made in amounts of up to $5,000 per transaction with a maximum of $5,000 per day, and $40,000 in any calendar month, in the aggregate from all your combined accounts registered with J.P. Morgan QuickPay.
Transfers from business Chase Accounts may be made in amounts of up to $5,000 per transaction with a maximum of $5,000 per day, and $40,000 in any calendar month, in the aggregate from all your combined accounts registered with the Chase QuickPay Service.
Transfer limits, if any, applicable to holder of Participating Financial Institution Accounts or Non-Participating Financial Institution Accounts for transfers to Chase Accounts or in receiving transfers to their Participating Financial Institution Accounts or Non-Participating Financial Institution Accounts are governed by the terms of the person-to-person transfer service of clearXchange or the applicable Participating Financial Institution.
If you desire to cancel a Repeating transfer, you may cancel your transaction online. If for any reason you cannot access the Online Service, you may also call or write online customer service at the phone number or address set forth in the paragraph entitled "Your Liability for Unauthorized Transfers”.
Chase QuickPay Fees
The following additional terms apply whenever you use the Chase QuickPay Service to send transfers from a consumer deposit account or Chase Liquid Card registered via the Chase QuickPay Service. A consumer account is one that is used primarily for personal, family or household purposes; all other accounts are business accounts. If you perform transactions from business accounts registered through the Chase QuickPay Service, please refer to the paragraphs beginning with "ADDITIONAL TERMS APPLICABLE ONLY TO TRANSFER SERVICES FOR BUSINESS ACCOUNTS" for additional terms applicable to business transactions. Participating Financial Institution Accounts are subject to the terms of the agreement of the Participating Financial Institution.
Your Liability for Unauthorized Transfers
For Consumer Deposit Accounts and Chase Liquid Cards Only: Tell us AT ONCE if you believe your Password has been lost or stolen or that an unauthorized online transfer has been made from any of your deposit accounts or Chase Liquid Cards. Telephoning us is the best and fastest way of keeping your possible losses to a minimum. If you do not do so, you could lose all the money in each of the accounts, as well as all of the available funds in any overdraft protection account or any other credit line included among your accounts. If you tell us within two (2) Business Days after you discover the loss or theft, you are completely covered if someone makes a transfer without your authorization.
If you do not tell us within two (2) Business Days after you discover the loss or theft of your Password or that an unauthorized online transfer has been made from any of your deposit accounts or Chase Liquid Cards, and we can prove we could have stopped someone from making a transfer without your authorization if you had told us, you could lose as much as $500. Furthermore, if any account statement shows online transfers that you did not make, tell us AT ONCE. If you do not tell us within sixty (60) days for a transfer from a Chase Account after a Chase statement showing such a transfer was transmitted, you may not get back any money you lost after the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in time.
If a good reason, such as a long trip or hospital stay, kept you from telling us, we will extend the time periods.
Our Liability for Failure to Complete Transfers: For Consumer Deposit Accounts and Chase Liquid Cards Only
(A) If, through no fault of ours, your account does not contain sufficient funds to make the transfer and the transfer would exceed any credit line or any overdraft for such account.
(B) The Chase QuickPay Service, your operating system or software was not functioning properly at the time you attempted to initiate such transfer and it was evident to you at the time you began the transfer.
(C) Circumstances beyond our control, such as fires, floods, acts of God, power outages and the like.
(D) If you have not provided us with complete and correct transfer information, including without limitation the financial institution name and account number for your Pay To and Pay From Accounts registered with Chase QuickPay, the email address or mobile phone number of the recipient for transfers you send and transfer amount for a transfer.
(E) If the intended recipient of a transfer is not registered with the Chase QuickPay Service or the person-to-person transfer service of clearXchange or a Participating Financial Institution.
The list of examples set out in this paragraph is meant to illustrate circumstances under which we would not be liable for failing to make a transfer and is not intended to list all of the circumstances where we would not be liable.
Errors and Questions about Chase QuickPay Service: For Transfers From Consumer Deposit Accounts and Chase Liquid Cards Only
If you think your statement is wrong, or if you need more information about a transaction listed on it, call or write us at the telephone number or address at the end of this Agreement.
We must hear from you NO LATER than 60 days after we sent you the FIRST statement on which the error appeared. Please provide us with the following:
- Your name and account number;
- A description of the error or the transaction you are unsure about, and why you think it is an error or want more information; and
- The amount of the suspected error.
If you call us, we may require that you send us your complaint or question in writing within 10 business days. If we do not receive it within 10 business days, we may not credit your balance.
We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation.
The Chase QuickPay Guarantee – for Consumer Deposit Accounts and Chase Liquid Cards Only
ADDITIONAL TERMS APPLICABLE ONLY TO THE CHASE QUICKPAY SERVICE FOR BUSINESS ACCOUNTSChase QuickPay Liability for Unauthorized Transfers for Chase Business Deposit Accounts Only
We shall have no liability to you for any errors or losses you sustain in using Chase QuickPay Service except where we fail to exercise ordinary care in processing any transaction. We shall also not be liable for any failure to provide any service if the account(s) involved is no longer linked for the Chase QuickPay Service. Our liability in any case shall be limited to the amount of any funds improperly transferred from your Pay From Account less any amount, which, even with the exercise of ordinary care, would have been lost.
Without regard to care or lack of care of either you or us, a failure to report to us any unauthorized transfer or error from any of your Chase Accounts within thirty (30) days of our providing or making available to you a bank statement showing such unauthorized transfer or error shall relieve us of any liability for any losses sustained after the expiration of such thirty-day period and you shall thereafter be precluded from asserting any such claim or error.
Errors and Questions about Chase QuickPay Services for Chase Business Deposit Accounts Only
ADDITIONAL TERMS APPLICABLE TO ALL USERS OF THE CHASE QUICKPAY SERVICE
Computer Equipment; Browser Access and Internet Services
You agree that by using the Chase QuickPay Service, all notices or other communications which we may be required to give you arising from our obligations under this Agreement or the Chase QuickPay Service may be sent to you by any or all of the following sources, at our option:
- Through electronic notice given to any electronic mailbox we have for you,
- Any other electronic mail address or telephone number you provide to us,
- The current address we have on file for you, or
- In any other manner permitted by law including, but not limited to, posting it on our website.
Limitation of Liability; No Warranties
This binding arbitration provision applies to any and all Claims that you have against us, our parent, subsidiaries, affiliates, licensees, predecessors, successors, assigns, and against all of their respective employees, agents, or assigns, or that we have against you; it also includes any and all Claims regarding the applicability of this arbitration clause or the validity of the Agreement, in whole or in part. It is made pursuant to a transaction involving interstate commerce, and shall be governed by the Federal Arbitration Act, 9 U.S.C. sections 1-16, as it may be amended.
The party filing a Claim(s) in arbitration must file its Claim(s) before the American Arbitration Association under the rules of such arbitration administrator in effect at the time the Claim(s) was filed. Rules and forms may be obtained from, and Claims made may be filed with JAMS (800.352.5267 or jamsadr.com) or the American Arbitration Association (800-778-7879 or www.adr.org). Arbitration hearings shall be held at a place within the federal judicial district that includes your address at the time the Claim(s) is filed, or at some other place to which you and we agree in writing. Judgment upon any arbitration award may be entered in any court having jurisdiction.
This Arbitration Agreement shall survive: (i) termination or changes in the Agreement, and the relationship between you and us concerning the Agreement; and (ii) the bankruptcy of any party or any similar proceeding initiated by you or on your behalf. If any portion of this Arbitration provision is deemed invalid or unenforceable, the remaining portions shall nevertheless remain in force.
When you give us your mobile phone number, we have your permission to contact you at that number about all your Chase or J.P. Morgan accounts. Your consent allows us to use text messaging, artificial or prerecorded voice messages and automatic dialing technology for informational and account service calls, but not for telemarketing or sales calls. It may include contact from companies working on our behalf to service your accounts. Message and data rates may apply. You may contact us anytime to change these preferences.
Special Provisions for Business Customers
Choice of Law/Successors; Waiver; Severability
We will not be deemed to have waived any of our rights or remedies under this Agreement unless such waiver is in writing and signed by us. No delay or omission on our part in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
If any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, that provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law. The remaining provisions of this Agreement and the application of the challenged provision to persons or circumstances other than those as to which it is invalid or unenforceable will not be affected thereby, and each of those provisions will be valid and enforceable to the full extent permitted by law.