Terms of Service

    1. Welcome to www.engazify.com (the “website”, “Engazify”). This domain name and website are owned and operated by, Emrec Technologies Pvt. Ltd., having its registered office at 601 Ozone Springs, Wakad Dange Chowk Link Rd, Wakad, Pune 411057 (the “Company”).
    2. You are advised to read and understand these Terms carefully as moving past the home page, or using any of the services shall be taken to mean that you have read and agreed to all of the policies, which constitute a legally binding agreement between you and the website. These terms are to be read along with any other policies on the website.
    3. This document is an electronic record published in accordance with the provisions of the Information Technology (Intermediaries guidelines) Rules, 2011 that require publishing the Rules and Regulations, Privacy Policy and Terms of Service for access or usage of the website and being generated by a computer system, it does not require any physical or digital signatures.
    4. For the purpose of these Terms of Service, wherever the context so requires,
      • The term "You" or "User" shall mean any natural or legal person or entity accessing or using the services provided on this Website;
      • The term "We", "Us", "Our" shall mean the website and/or the Company, as per the context.
      • “Third Party” shall mean and refer to any individual(s), company or entity apart from the User and the Company.
    5. The headings of each section in this Agreement are only for the purpose of organizing the various provisions under this Agreement in an orderly manner. These headings shall not be used by either party to interpret the provisions contained with them in any manner. Further, the headings have no legal or contractual value.
    6. The use of this Website and any related mobile or software applications including, but not limited to, delivery of information through the website whether existing now or in the future that are related to the Terms (collectively, the “Services”) by You is governed by this Terms of Service and any policy so mentioned by these Terms. Moving past home page, or using any of the services shall be taken to mean that you have read and agreed to be bound by all of these terms and any policies mentioned herein.
    7. We reserve the sole right to modify the Terms of Service without prior permission or intimation to You. You have a duty to periodically check the terms and stay updated on its requirements. If you continue to use the website following such a change, this is deemed as consent by You to the so amended policies. As long as You comply with these Terms of Service, We grant You a personal, non-exclusive, non-transferable, revocable, limited privilege to enter and use the Website.
    1. The Website is an online platform that allows employees to make connections, recognize achievements, communicate more efficiently and work more productively.
    2. The Website does not have any control over the content posted by other users of the Website. The website allows users to post daily updates on the social wall to be shared with their team members. The website also allows users to give points based awards to each other on a daily basis. And these points can be redeemed for a gift card from the catalog of top brand gift cards.
    1. You represent and warrant that you are competent and eligible to enter into legally binding agreement and have the requisite authority to bind the other party to this Agreement. You shall not use this Website if you are not competent to contract under the Indian Contract Act, 1872 and any other applicable laws, rules and regulations.
    1. You are required to create an account on the website in order to use some of the features and services offered by the website. The use of any information you share with us to create your account is governed by our Privacy Policy. You are solely responsible for the confidentiality of your account details and your password and any account activity.
    2. Each team may have only one Engazify account. The individual within the team who creates the account on the Website will be made the account administrator. The administrator shall add all the other team members within the platform. Every member so added shall be given a unique user identification and password.
    3. By creating an individual account and/or a business account or asking us to create an account for you, you represent to us that all information provided to us in such process is true, accurate and correct, and that you will update your information as and when necessary in order to keep it accurate. If you are creating a business account, then you represent to us that you are the owner or authorized agent of such business. You would be liable for any false information that is provided.
    4. You are solely responsible for all activities that occur in your account. You agree to notify us immediately of any unauthorized use of your account in order to enable us to take necessary corrective action. You also agree that you will not allow any third party to use your account for the purpose of transacting in your name on our website.
    1. You understand that you shall not post any content that is against this policy.
    2. You are advised to maintain the confidentiality of your login details. We cannot be held responsible for the loss of access to your account. You shall also not enter into any other account.
    3. You shall report any offensive content to contact@engazify.com
  6. TERM
    1. This Agreement shall continue to be in full force and effect as long as you access and use the Website.
    1. Either You or We may terminate the agreement at any time, with or without cause. However, We reserve the right, in our sole discretion, to terminate your access to the products and services offered on the Website or any portion thereof at any time, without notice.
    1. By using this Website, it is deemed that you have consented to receiving calls, autodialed and/or pre-recorded message calls, e-mails and SMSs from us at any time with the use of the contact information that has been provided by you for the use of this website which are subject to the Privacy Policy. This includes contacting you through information received through other parties. This consent to be contacted is for purposes that include and are not limited to clarification, marketing and promotional calls, e-mails and messages. In case you wish to stop being contacted by Us for the same, you may send us an e-mail to the effect at contact@engazify.com
    2. You may also be contacted by Service Providers with whom we have entered into a contract in furtherance of our rights, duties and obligations under this document and all other policies followed by us. Such contact will be made only in pursuance of such objectives, and no other calls will be made.
    3. The sharing of the information provided by you will be governed by the Privacy Policy and We will not give out Your contact information to third parties not connected with the Website.
    1. We or our affiliates responsible for making the software available, may design our website or application in such a manner as to automatically check for updates. Unless your device or any settings do not permit automatic transmission, upgrades or updates, you agree that we, or the applicable software affiliate, may provide notice to you of the availability of such upgrades or updates and automatically push such upgrade or update to your device or computer from time-to-time. You may be required to install certain upgrades or updates to the software in order to continue to access or use the Services, or portions thereof (including upgrades or updates designed to correct issues with the Services). Any updates or upgrades provided to you by us under the Terms shall be considered part of the Services.
    1. The membership/registration fees to this website can be found in our pricing section on homepage. The plan might include a free trial of the service. Please refer to the updated pricing plans on the homepage before making the decision. The membership includes complete use of the product and its underlying services. You will be charged at the beginning of the month based on the number of users in your team. We do not offer partial refunds if the service is cancelled in the middle of the month, but once cancelled we won’t charge you again next month for the service. We reserve the right to change the price at our convenience. Such changes are effective as soon as they are posted on the Website. We shall notify existing users in advance if we plan to do this.
    2. For gift card redemptions, admin can either make payments per gift card redemption or keep a balance with us and we shall deduct gift card cost directly from the balance. We can even notify you when your balance goes below a predefined threshold value. Once a gift card order has been placed, it cannot be cancelled or refunded.
    1. The following payment options are or will be made available on the Website in the future:
      1. Domestic and international credit cards issued by banks and institutions that are part of the Visa, Master card & Amex Card;
      2. Visa Debit cards;
      3. Net banking/Direct Debit payments from select banks in India. A list of banks is available at the time of ‘checkout’.
    2. As prescribed by the financial institutions issuing the credit or debit cards affiliated with Visa and MasterCard you will required to submit your 16-digit credit card number, card expiry date and 3-digit CVV number (usually on the reverse of the card) when you make your online transaction using your Credit or Debit card. You should also have enrolled your Credit Card with VBV (Verified by Visa) or MSC (MasterCard Secure Code) to complete the transaction. In case of third party statements including bank and credit card statements the merchant name may appear in an abbreviated format. To make a payment you will need to either complete the transaction on the website or offline if it is available. This may or may not be assisted with a phone call with the customer service representative. By making a payment on the site or on phone, you are agreeing to the terms and conditions and payment policy published in the appropriate section of the website or affiliated websites where specifically referred to such affiliated websites.
    3. On the successful completion of the payment, the User shall receive a confirmation mail on their registered e-mail Id and they shall continue to receive uninterrupted services on Our Website.
    4. For gift card redemptions, the User will have to maintain a pre-filled cash balance with Us so that any amount for the gift card redemption request can be deducted from their balance directly.
    5. Users are required to pay upfront for the upcoming month. The charge levied is according to the existing number of users. We reserve the right to suspend the User’s account on non-payment of charges.
    1. Transactions on the Website are facilitated through a third party Payment Gateway and all transactions are secure and protected. Any information you enter when transacting with the Website is encrypted to protect you against unintentional disclosure to third parties. This is an assurance that the best security practices adopted by major online vendors where all payments are processed in real-time for your security and immediate peace of mind. Credit card and Debit card information is not stored by us and is not taken by us. This information is taken directly by the payment gateway provided who is authorized and is compliant with the regulations and requirements of various banks and institutions and payment franchisees that it is associated with. You understand that We are not responsible for any errors/injuries caused to you due to a fault attributable to the Payment Gateway.
    • You are a restricted user of this website.
      1. You are 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. With our prior permission limited use may be allowed. For the removal of doubt, it is clarified that unlimited or wholesale reproduction, copying of the content for commercial or non-commercial purposes and unwarranted modification of data and information within the content of the Website is not permitted.
      2. You agree not to access (or attempt to access) the Website and/or the materials or Services by any means other than through the interface that is 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 Content, or in any way reproduce or circumvent the navigational structure or presentation of the Website, materials or any Content, to obtain or attempt to obtain any materials, documents or information through any means not specifically made available through the Website. You acknowledge and agree that by accessing or using the Website or Services, You may be exposed to content from other users that You may consider offensive, indecent or otherwise objectionable. We disclaim all liabilities arising in relation to such offensive content on the Website. Further, You may report such offensive content.
      3. In places where this website allows you to post or upload data/information, You undertake to ensure that such material is not offensive and in accordance with applicable laws.
      4. You shall not impersonate any other party, create or use an account for anyone other than yourself, provide an email address other than your own, create multiple accounts or business listings except as otherwise authorized by us, or provide or use false information to obtain access to a business’ listing on the website that you are not legally entitled to claim. You acknowledge that any false claiming of a business listing may us or third parties to incur substantial economic damages and losses for which you may be held liable and accountable.
      5. Further, You undertake not to:
        1. Abuse, harass, threaten, defame, disillusion, erode, abrogate, demean or otherwise violate the legal rights of others;
        2. Engage in any activity that interferes with or disrupts access to the Website or the Services (or the servers and networks which are connected to the Website);
        3. Impersonate any person or entity, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
        4. Publish, post, disseminate, any information which is grossly harmful, harassing, blasphemous, defamatory, obscene, pornographic, paedophilic, libellous, 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; 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;
        5. Post any file that infringes the copyright, patent or trademark of other legal entities.
        6. Upload or distribute files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Website or another's computer;
        7. Download any file posted by another user of a Service that you know, or reasonably should know, cannot be legally distributed in such manner;
        8. 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. You may not reverse look-up, trace or seek to trace any information on any other user, of or visitor to, the Website, or any other customer of the website, including any website Account not owned by You, to its source, or exploit the Website or Service or information made available or offered by or through the Website, in any way whether or not the purpose is to reveal any information, including but not limited to personal identification information, other than Your own information, as provided for by the Website;
        9. 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 sites;
        10. Collect or store data about other users in connection with the prohibited conduct and activities set forth in this Section.
        11. Use the Website or any material or Content for any purpose that is unlawful or prohibited by these Terms of Service, or to solicit the performance of any illegal activity or other activity which infringes the rights of this website or other third parties;
        12. Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
        13. Violate any applicable laws or regulations for the time being in force within or outside India;
        14. Violate the Terms of Service including but not limited to any applicable Additional Terms of the Website contained herein or elsewh
        15. Violate any code of conduct or other guidelines, which may be applicable for or to any particular Service;
        16. Threatens the unity, integrity, defence, security or sovereignty of India, friendly relations with foreign states, or public order or causes incitement to the commission of any cognizable offence or prevents investigation of any offence or is insulting any other nation.
        17. Publish, post, disseminate information that is false, inaccurate or misleading; violate any applicable laws or regulations for the time being in force in or outside India;
        18. Directly or indirectly, offer, attempt to offer, trade or attempt to trade in 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
        19. Create liability for Us or cause us to lose (in whole or in part) the services of our internet service provider ("ISPs") or other suppliers
        20. You shall not engage in advertising to, or solicitation of, other Users of the Website to buy or sell any products or services, including, but not limited to, products or services related to that being displayed on the Website or related to us. You may not transmit any chain letters or unsolicited commercial or junk email to other Users via the Website. It shall be a violation of these Terms of Service 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 person other than Us without Our prior explicit consent.
      6. We can (and You hereby expressly authorize Us to) disclose any information about You to law enforcement or other government officials, as we, in Our sole discretion, believe necessary or appropriate in connection with the investigation and/or resolution of possible crimes, especially those that may involve personal injury. In order to protect Our Users from such advertising or solicitation, We reserve the right to restrict the number of messages or emails which a user may send to other Users in any 24-hour period which We deems appropriate in its sole discretion. You understand that We have the right at all times to disclose any information (including the identity of the persons providing information or materials on the Website) as necessary to satisfy any law, regulation or valid governmental request. This may include, without limitation, disclosure of the information in connection with investigation of alleged illegal activity or solicitation of illegal activity or in response to a lawful court order or subpoena.
      7. We have no obligation to monitor the materials posted on the Website. We shall have the right to remove or edit any content that in our sole discretion violates, or is alleged to violate, any applicable law or either the spirit or letter of these Terms of Service or for any other reason or no reason if we consider it to be objectionable, in violation of the Terms or otherwise harmful to ourwebsite or users. Subject to the requirements of applicable law, we are not obligated to return any of Your Content to you under any circumstances. Any review, which is derogatory, defamatory or hateful and without any substantial evidence (e.g. photograph or video) may be taken down at our sole discretion.
      8. Notwithstanding this right, YOU REMAIN SOLELY RESPONSIBLE FOR THE CONTENT OF THE MATERIALS YOU POST ON THE WEBSITE AND IN YOUR PRIVATE MESSAGES. In no event shall We assume or have any responsibility or liability for any Content posted or for any claims, damages or losses resulting from use of Content and/or appearance of Content on the Website. You hereby represent and warrant that You have all necessary rights in and to all Content which You provide and all information it contains and that such Content shall not infringe any proprietary or other rights of third parties or contain any libellous, tortuous, or otherwise unlawful information.
    • Notwithstanding other legal remedies that may be available to us, we may in our sole discretion limit user access and/ or activity by immediately removing user listing either temporarily or indefinitely or suspend or terminate user membership, and/or refuse to provide user with access to the Site.
      1. If the User is in breach any of the terms and conditions of this Agreement;
      2. If the User has provided wrong, inaccurate, incomplete or incorrect information;
      3. If your actions may cause any harm, damage or loss to the other users or to us.
    1. You agree 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 use of 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 its obligations under this Agreement or arising out of the User's infringement of any applicable laws, regulations including but not limited to Intellectual Property Rights, payment of statutory dues and taxes, claim of libel, defamation, violation of rights of privacy or publicity, loss of service by other subscribers and infringement of intellectual property or other rights. This clause shall survive the expiry or termination of this Agreement.
    2. In no event shall we be liable to you, 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 or whether or not we have been advised of the possibility of such damages, or based on any theory of liability, including breach of contract or warranty, negligence or other tortious action, or any other claim arising out of or in connection with your use of or access to the website, services or materials.
    3. The limitations and exclusions in this section apply to the maximum extent permitted by applicable law.
    1. Unless we have otherwise agreed, nothing herein gives 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 this Agreement. 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 a 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.
    2. You may not use any of our intellectual property in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits us in any way.
    3. You further acknowledge that the Website or Services may contain information which is designated as confidential by us and that you shall not disclose such information without our prior written consent.
    4. We do not warrant or represent that your use of any content or materials displayed on the website will not infringe rights of third parties not affiliated with us. You agree to immediately notify us upon becoming aware of any claim that any content on the website or any Services infringe upon any intellectual property of any party including but not limited to copyright, trademark, or other contractual, statutory, or common law rights.
    1. Except as otherwise expressly stated with respect to our products, all contents of the site are offered on an "as is" basis without any warranty whatsoever either express or implied.
    2. All the content on this website is for informational purposes only.
    3. We make no representations, express or implied, including without limitation implied warranties of merchantability and fitness for a particular purpose.
    4. The Website is merely a facilitating platform and is in no way responsible or liable for quality of work performed, if such work was assigned using the website.
    5. The Website and the Company Or any of its agents, servants or assigns shall not be liable for any direct or indirect, willful or otherwise, act or omission that can be attributed to the use by the users.
    6. The Website and the Company Or any of its agents, employees or assigns have no liability whatsoever in case any third party claims, demands, suit, actions, or other proceedings are initiated against the users or any of its personnel or any other person engaged by the user in the course of the using this website.
    7. The Website and the Company or any of its employees, agent or assignees shall not be held responsible for any negligence, deficiency of service, damage caused by the user.
    8. You agree and undertake that you are accessing the Website and transacting at Your sole risk and are that You are using your best and prudent judgment before accessing or using any information or services or transacting on the Website.
    9. The Website and the Company accept no liability for any errors or omissions, whether on behalf of itself or third parties.
    10. We do not guarantee the functions contained in the site will be uninterrupted or error-free, that this site or its server will be free of viruses or other harmful components, or defects will be corrected even if we are aware of them.
    11. There may be some information or pictures about the products used by the Service Providers displayed on the website. We do not make any warranties that such information is accurate and we do not endorse such products or make any warranties, express or implied with regard to their suitability, quality or performance.
    12. Any pictures of these products or any trademarks, copyright, design or other intellectual property that may be displayed on the website is purely for the purpose of providing information to our users. We do not claim to manufacture, sell or make available any of the products displayed.
    13. Unless stated otherwise, all content, including any pictures displayed on the website are believed to be in the public domain as either promotional materials, publicity photos or press media stock. Please email a request to remove any content by sending an email to contact@engazify.com if you feel that your copyright or other intellectual property right has been infringed upon.
    1. We welcome your suggestions and comments regarding your experience using our Website. Any comments, ideas, suggestions, initiation, or any other content you contribute to the Company or this site (including the name you submit with any content) 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 you waive any claim to the contrary.
    2. You represent and warrant that you own or otherwise control all of the rights to the content that you contribute to this site and that use of your content by the Company will not infringe upon or violate the rights of any third party.
    3. You further represent that your Content is truthful and accurate; and Your Content does not violate the Terms or any applicable laws. If Your Content is a review, you represent and warrant that you are the sole author of that review; the review reflects a real that you had and you had no financial, competitive, or other personal incentive to author or post a review that was not a fair expression of your honest opinion.
    4. You assume all risks associated with Your Content, including anyone's reliance on its quality, accuracy, or reliability, or any disclosure by you of information in Your Content that makes you personally identifiable. While we reserve the right to remove content, we do not control actions or content posted by our users and do not guarantee the accuracy, integrity or quality of any content. You acknowledge and agree that content posted by users and any and all liability arising from such content is the sole responsibility of the user who posted the content, and not us.
    5. Any review posted by a user does not reflect our opinion in any way. Each and every review posted on the website is the personal opinion of the User only. We are a neutral platform and solely provide a means of communication between users. Any advertisements on the website are published on an independent basis and there is no relation between the reviews of advertisers those who have advertised on the website. If the business user believes that any particular user’s review violates our Policy, the user can flag the review to our attention. We may remove the review in our sole discretion.
  19. Third Party Content
    1. Some of the content displayed on the website may include content and/or links to materials that belong to third parties, such as third party services providers. Please note that your use of such third party services will be governed by the terms of service and privacy policy applicable to the respective third party. We may obtain business addresses, phone numbers, and other contact information from third party vendors who obtain their data from public sources. We have no control over, and make no representation or endorsement regarding the accuracy, relevancy, copyright compliance, legality, completeness, timeliness or quality of any product, services, advertisements and other content appearing in or linked to from the Services. We do not screen or investigate third party material before or after including it on our website. We reserve the right, in our sole discretion and without any obligation, to make improvements to, or correct any error or omissions in, any portion of the content accessible on the Services. Where appropriate, we may in our sole discretion and without any obligation, verify any updates, modifications, or changes to any content accessible on the Services, but shall not be liable for any delay or inaccuracies related to such updates. You acknowledge and agree that We are not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
    2. Third party content, including that posted by our users, does not reflect our views or that of our branches, employees, officers, directors, or shareholders. In addition, none of the content available through the website is endorsed or certified by the providers or licensors of such third party content. We assume no responsibility or liability for any third party content. You further acknowledge and agree that we are not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources. Without limiting the generality of the foregoing, we expressly disclaim any liability for any offensive, defamatory, illegal, invasive, unfair, or infringing content provided by third parties.
    • The formation, interpretation and performance of this Agreement and any disputes arising out of it will be resolved through a two-step Alternate Dispute Resolution mechanism.
      1. Mediation
        • In case of a dispute, the matter will first be attempted to be resolved by a sole mediator who is a neutral third party and will be selected at the mutual acceptance of a proposed mediator by both parties. Both parties may raise a name for sole mediator and in the case both parties accept the proposed name, the said person shall be appointed sole mediator. In the case the parties are not able to reach a consensus within two proposed mediators, the Company reserves the right to decide who the final mediator is. The parties in good faith will attempt to bind by the decision.
      2. Arbitration
        • In the case that mediation does not yield a result suitable or preferred by any one of the parties, arbitration may follow, the award of which is binding on both parties. The Arbitration proceedings shall be presided over by a Sole Arbitrator, to be appointed by the Company. The arbitration shall take place at Pune, India and shall be conducted in English. The award as the outcome of the arbitration is final and binding on both parties.
      In the event of the dispute resolution mechanism failing, the matter shall be governed by the law, rules and regulations of Pune, India. The exclusive jurisdiction and venue for actions and disputes mentioned above shall be the courts located in Pune, India, and you hereby submit to the personal jurisdiction of such courts.
    1. Entire Agreement:
      • This Agreement is the complete and exclusive statement of the agreements between you and us with respect to the subject matter hereof and supersedes all other communications or representations or agreements (whether oral, written or otherwise) relating thereto.
    2. Waiver:
      • The failure of either party at any time to require performance of any provision of this Agreement in no manner shall affect such party's right at a later time to enforce the same. No waiver by either party of any breach of this Agreement, 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 other such breach, or a waiver of any other breach of this Agreement.
    3. Severability:
      • If any provision of this Agreement shall to any extent be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement shall in no way be affected or impaired thereby and each such provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. In such case, this Agreement shall be reformed to the minimum extent necessary to correct any invalidity, illegality or unenforceability, while preserving to the maximum extent the rights and commercial expectations of the parties hereto, as expressed herein.