Instamentor.com's Terms of Service

1. Terms

By accessing the website at https://www.instamentor.com, you are agreeing to be bound by these terms of service, all applicable laws and regulations, and agree that you are responsible for compliance with any applicable local laws. If you do not agree with any of these terms, you are prohibited from using or accessing this site. The materials contained in this website are protected by applicable copyright and trademark law.

2. Use License

  1. Permission is granted to temporarily download one copy of the materials (information or software) on instamentor's website for personal, non-commercial transitory viewing only. This is the grant of a license, not a transfer of title, and under this license you may not:
    1. modify or copy the materials;
    2. use the materials for any commercial purpose, or for any public display (commercial or non-commercial);
    3. attempt to decompile or reverse engineer any software contained on instamentor's website;
    4. remove any copyright or other proprietary notations from the materials; or
    5. transfer the materials to another person or "mirror" the materials on any other server.
  2. This license shall automatically terminate if you violate any of these restrictions and may be terminated by instamentor at any time. Upon terminating your viewing of these materials or upon the termination of this license, you must destroy any downloaded materials in your possession whether in electronic or printed format.

3. Disclaimer

  1. The materials on instamentor's website are provided on an 'as is' basis. instamentor makes no warranties, expressed or implied, and hereby disclaims and negates all other warranties including, without limitation, implied warranties or conditions of merchantability, fitness for a particular purpose, or non-infringement of intellectual property or other violation of rights.
  2. Further, instamentor does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of the materials on its website or otherwise relating to such materials or on any sites linked to this site.

4. Limitations

In no event shall instamentor or its suppliers be liable for any damages (including, without limitation, damages for loss of data or profit, or due to business interruption) arising out of the use or inability to use the materials on instamentor's website, even if instamentor or a instamentor authorized representative has been notified orally or in writing of the possibility of such damage. Because some jurisdictions do not allow limitations on implied warranties, or limitations of liability for consequential or incidental damages, these limitations may not apply to you.

5. Accuracy of materials

The materials appearing on instamentor's website could include technical, typographical, or photographic errors. instamentor does not warrant that any of the materials on its website are accurate, complete or current. instamentor may make changes to the materials contained on its website at any time without notice. However instamentor does not make any commitment to update the materials.

6. Links

instamentor has not reviewed all of the sites linked to its website and is not responsible for the contents of any such linked site. The inclusion of any link does not imply endorsement by instamentor of the site. Use of any such linked website is at the user's own risk.

7. Modifications

instamentor may revise these terms of service for its website at any time without notice. By using this website you are agreeing to be bound by the then current version of these terms of service.

8. Governing Law

These terms and conditions are governed by and construed in accordance with the laws of California and you irrevocably submit to the exclusive jurisdiction of the courts in that State or location.

Mentors (service providers summary)

1. You confirm that you are are legally allowed to work in your residing country. For example: if you are based in the United States, you have to be a US citizen or have a permanent residency (green card).

2. You will not share any company specifics, including by not limited to your current or former employer's insiders information or data, you will follow strictly anything regulated/guided by the non-disclosure agreements between you and your current or former employers.

3. You agree that if a client is not satisfied with your service, the platform (instamentor) reserver the rights to fully refund our customers who purchased your service.

Instamentor Mentor Terms & Conditions

Last updated on Sep 10, 2021

Your membership and participation in instamentor.com are subject to the following terms and conditions (these "Terms & Conditions"). As used herein, the terms "we", "us", "our", "instamentor" and "instamentor.com" mean Liang Wei, the sole owner and operator of instamentor.com. By setting up your service provider profile (Mentor profile), you agree to be bound by these Terms & Conditions, as modified by us from time to time in our sole discretion, and that these Terms & Conditions supersede any prior terms and conditions between you and instamentor. This is a legally binding agreement. Any breach by you of these Terms & Conditions may result, among other things, in immediate termination of your membership and participation in instamentor.com.

OVERVIEW

instamentor.com is a network of industry practitioners, and technologists, professionals, and academics in various industries that provide consulting services to instamentor's clients (each, a "Client" and collectively, "Clients").

instamentor's Clients include individuals, universities, academia departments, business corporations, and others seeking job search advice, career growth consulting, job training, and technology consulting.

Based on Clients' needs, we will either contact appropriate members in instamentor.com (each, an "Mentor" and collectively, "Mentors") to ascertain whether they are suitable and available for a consulting project ("Project"), such as a Zoom video call, a telephone consultation, teleconference, online survey, meeting or discussion group.

Or Clients may book a consulting meeting directly with Mentors.

CONDITIONS OF MENTOR MEMBERSHIP IN INSTAMENTOR.COM AND PARTICIPATION IN MENTORING AND CONSULTING PROJECTS

You may become an Mentor and participate in a Project if, and only if, all of the following compliance conditions are satisfied:

You are fully authorized to work in your residency country. For US residents, you must have a green card or you are a US citizen.

Your membership and participation would not present any conflict of interest.

Your membership and participation would not cause you to breach any agreement with or other legal obligation to any person or entity (including, but not limited to, your employer, your previous employers, or any person or entity to which, or through which, you provide or have provided consulting services).

Your membership and participation would not cause you to violate any duty or obligation of any kind to, or policy or code of conduct of, any person or entity (including, but not limited to, your employer, your previous employers or any company to which, or through which, you provide or have provided consulting services).

Your membership and participation would not result in the disclosure of any confidential or proprietary information (including trade secrets) not owned exclusively by you.

Your membership and participation would not result in any communication or disclosure to any third party of any material nonpublic information concerning any public company or security.

Your membership and participation would not violate any law, rule, or regulation.

YOU MUST DECLINE OR DISCONTINUE PARTICIPATION IN ANY MENTORING SESSIONS, MEETINGS THAT WOULD RESULT IN A VIOLATION OF ANY OF THE CONDITIONS ABOVE.

You are solely responsible for determining whether you are permitted to join instamentor.com and participate in a mentoring or coaching session.  Before applying to join instamentor.com, you must review all legal agreements that could restrict your ability to participate, including, without limitation, employment agreements, consulting agreements, non-disclosure agreements, employee handbooks, codes of ethics, and similar employment policies.  You should also consider whether you should obtain consents or waivers from your employer, clients, or any other third parties (if applicable, in each instance) to ensure that you are permitted to act as an Mentor. An Mentor's participation in any Project with any Client is at the Mentor's sole discretion.

Mentors are never obligated to accept or continue any Project and may decline to participate or continue to participate in any Project at any time.

YOUR COMPANY

You agree not to participate in a conversation if the topic is a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position) unless you are the proprietor of such company. You further agree that if you were previously employed in a company's finance or accounting department, you will not consult about that company until four months after termination of your employment. Suppose a public company of which you are an employee, director, trustee, officer, or board member (or for which you hold a similar position) is the target or bidder in a tender offer or has filed to issue an I.P.O. In that case, you must decline all Projects until the tender offer is resolved or the I.P.O. is issued.

COMPETITORS

You agree not to consult on a project for a Client that is a direct competitor of a company for which you are a current employee, director, trustee, officer, or board member (or for which you hold a similar position).

INVESTMENT ADVICE

instamentor is not a registered investment adviser (as defined in the Investment Advisers Act of 1940, 15 U.S.C. § 80B-1, et seq., and the rules and interpretations promulgated thereunder) and cannot transact business as an investment adviser or give investment advice. You agree not to provide to instamentor or to any Client any investment advice including, without limitation, advice concerning the value of any security or the advisability of buying, selling or otherwise investing in any security.

LEGAL PRIVILEGE

In the event that a Client initiates a Project involving its legal counsel, it is possible that the Client may wish to assert a claim of legal privilege concerning the Project.  Under these circumstances, Client's legal counsel may ask you to enter into a separate written engagement agreement with them for your services (an "Engagement Agreement").  Any such request may only come through instamentor and you may only choose to accept following instamentor's prior written approval in its sole discretion.   So approved, an Engagement Agreement shall control over any inconsistent terms in these Terms & Conditions with respect to your relationship and obligations to such Client with respect to the Project. Such Engagement Agreement shall be treated as a separate agreement in the "Application to Terms and Conditions" paragraph below and shall not modify your obligations to instamentor or third parties, under these Terms & Conditions or otherwise.

ANTI-CORRUPTION; FALSE OR MISLEADING INFORMATIONM

You shall not offer, give or promise to give any gift, payment, consideration, financial or non-financial advantage to another person directly or indirectly in connection with a Project or these Terms & Conditions. You further agree not to accept or agree to accept any gift, payment, consideration, financial or non-financial advantage in exchange for obtaining or retaining business or improperly performing a relevant function. You agree never to disseminate false or misleading information or inaccurately represent your experience, education, employment or knowledge to us or any Clients. You further agree not to mislead or misrepresent yourself to a person for any reason directly or indirectly related to a Project or these Terms & Conditions including, without limitation, for the purpose of gathering information from such person for a Project.

PRIOR MISCONDUCT

You represent that you have not been convicted of or charged with any felony. You represent that you are not, and have not been, the target or subject of any regulatory or enforcement proceeding brought by any securities, commodities or other financial regulatory authority, self-regulatory organization or other law enforcement body. You represent that you have not been debarred, excluded, suspended or otherwise not permitted to participate in U.S. government or state programs, including, without limitation, under the Office of Inspector General's List of Excluded Individuals/Entities (LEIE), Specially Designated Nationals List of the Office of Foreign Assets Control of the U.S. Department of the Treasury, or the System for Award Management (S.A.M.).  Should your status change with respect to any of these representations, you shall immediately inform instamentor.

ACCURACY OF INFORMATION

You are solely responsible for the accuracy and completeness of information that you provide to instamentor (your "Mentor Information") and you understand that instamentor, Clients and third parties may and will rely on your Mentor Information.  You agree to provide us with accurate and up-to-date biographical information on your application and in connection with any further queries, including, without limitation, your current and former employment, and any conflicts or restrictions on your ability to consult.  Based on further information from you or other sources, we may amend your Mentor Information. You acknowledge that you are under a continuing obligation to monitor the accuracy of your Mentor Information and update changes promptly.

PRIVACY

You agree that instamentor may collect, synthesize and retain information about you, from sources including, without limitation, yourself, your activities through instamentor.com and third-party sources (hereafter, "Personal Information").  instamentor will treat Personal Information in accordance with instamentor's Privacy Policy (https://www.instamentor.com/privacy).

If your membership in instamentor.com ends, you agree that instamentor may preserve Personal Information, provided that instamentor accords such Personal Information the protections set forth in its then-current Terms & Conditions privacy policies.  You agree that instamentor may use and share Personal Information to, without limitation, contact you concerning your participation in instamentor.com, to manage your membership in instamentor.com, to administer compliance policies and procedures, including obtaining required approvals and consents for Project participation, to market instamentor's services, and to comply with applicable laws and requests from government authorities. You agree that instamentor may also utilize Personal Information to manage, improve and promote its business.  As part of its compliance screening, instamentor and its Clients reserve the right to conduct background checks on you, either internally or utilizing third-party services, and to confirm your professional and educational history. You agree that we may disclose Personal Information as required by law, to protect instamentor's rights, or for the prevention, detection or disclosure of a crime.  You also recognize that Clients may be required by law or their compliance policies to disclose Personal Information about their Projects with you and you authorize instamentor and its Clients to make such disclosures. instamentor will not sell Personal Information to third-party marketers or similar organizations, or disclose the Personal Information publicly, unless you provide consent or we determine that it is appropriate in response to a law, regulation, rule, government request, prudential concern or legal process. instamentor is compliant with the European Union General Data Protection Regulation and consistent with its compliance therewith these Terms and Conditions are modified by the European Union General Data Protection Regulation and Data Transfer Addendum, available at https://www.instamentor.com/compliance-data-transfer-policy.

APPLICATION OF THE TERMS & CONDITIONS

By becoming an Mentor, you represent and warrant to us that you are in compliance with each of the conditions, agreements, acknowledgments, representations, covenants, warranties and other obligations included in these Terms & Conditions. As an Mentor, you will be expected to provide information during any Project in good faith, to the best of your ability and at all times consistent with these Terms & Conditions. You understand and acknowledge that each instamentor employee, affiliate, affiliate employee and Client is an intended third-party beneficiary of these Terms & Conditions and shall therefore have the right to enforce your compliance with them. In certain cases, a Client may require you to make additional representations, acknowledgments or agreements in connection with a particular Project and you understand and acknowledge that the Client may rely on such additional representations, acknowledgments and agreements and enforce your compliance with them. In addition, a Client may require you to sign a separate agreement in connection with a particular Project. instamentor does not review such separate agreements and/or any related documents and disclaims any and all liability for the content of such separate agreements or any consequences that may arise from or relate to such separate agreements. You are urged to consult with your own counsel concerning your situation and any questions you may have before entering into any such separate agreement. You must decline to participate in, or to continue your participation in, any Project or other activity that would cause you to violate these Terms & Conditions and immediately inform us of the reason. We typically do not participate in your interactions with Clients and shall not be liable or responsible to you in any manner whatsoever for Projects arranged by us. You are solely responsible for ensuring your continued compliance with the Terms & Conditions. You agree to cooperate fully in any inquiry concerning actual, alleged, or potential violations of these Terms & Conditions. To encourage your vigilance and care in complying with these Terms & Conditions, you may submit a payment request for a full Project that you choose to terminate early for the purpose of complying with them. You must notify instamentor immediately by emailing Compliance@instamentor.com if you terminate a Project early for purposes of complying with these Terms & Conditions.

CONFIDENTIALITY

You shall keep and maintain as strictly confidential, and agree not to communicate, reveal or disclose, all "Confidential Information" of instamentor, instamentor.com or its Clients, without instamentor's express written permission (which it may withhold in its sole discretion). "Confidential Information" includes any and all nonpublic information, in any form or medium, written, oral or otherwise, concerning or relating to instamentor, instamentor.com, any of its affiliates or any Client, including, but not limited to, the names of any Clients and Clients' employees, questions posed by any Client and the topics discussed, information or materials shared, opinions expressed or work commissioned by instamentor or any Client.  In the event that you are required to disclose Confidential Information under applicable law, you agree to promptly notify instamentor and to fully cooperate with instamentor in exercising any right or exemption available to prevent the disclosure of Confidential Information to the extent permitted under applicable law. You shall not use Confidential Information for any purpose other than those specifically permitted by these Terms & Conditions. Without limiting the foregoing, you shall not use Confidential Information for personal benefit (including for the purpose of making investment or trading decisions). The duty to maintain confidentiality hereunder shall survive until the Confidential Information becomes generally known to and available for use by the public other than as a result of a disclosure by you or any other person under legal obligation not to disclose the information.

PROJECTS

You shall only accept Projects with instamentor Clients individually arranged or explicitly approved by instamentor. If a Client requests additional Projects or other work, you must receive explicit approval from us before commencing work. You will not be paid for any Project with a instamentor Client that was not individually arranged or explicitly approved by instamentor in advance, even if the Project was a follow-up to a Project that was arranged by instamentor. If you are invited by instamentor to perform a Project for a Client, you should either accept or decline the invitation within 24 hours of issuance. Accepted Projects should be scheduled within five business days of the invitation.  You should perform no more than 15 minutes of preparatory work for a Project without explicit approval from us. You are not permitted to invite any third-party to participate in any Project without instamentor's prior written consent.  We make no representation regarding the frequency or quantity of Project requests that you will receive. You understand and agree that certain of instamentor's Clients may elect to record and/or transcribe consultations between their personnel and Mentors, and that instamentor will have no access to or control over any such recording or transcription. You similarly understand and agree that a Client's compliance personnel may listen to a consultation without prior notice and without announcing that they have joined the consultation. From time to time a Client may wish to engage you as a speaker for an event. If you agree to participate in such a Project, you agree that such Client may use your name, picture, and biographical data in connection with publicity for such event. In exchange for the compensation paid to you for such a Project, you agree to release instamentor and the instamentor Parties (as defined in the Indemnification Paragraph below) and instamentor's Clients from any and all claims and liabilities including, without limitation, any claim for libel, defamation, invasion of privacy, violation of the right of publicity, or commercial appropriation of name and likeness. We expect you to perform all Projects in a timely, diligent and professional manner consistent with highest industry practice.

PAYMENT

You will be paid based on your customary consulting fees, as agreed by you and us. You may change your consulting fee rate only upon written notice to us and the new rate shall be applicable only to Projects that occur after our receipt of your written notice and our agreement to the consulting fee rate. You may not reveal your billing rates and financial arrangements to Clients without instamentor's prior written consent.  Our payment system may accommodate consulting guidelines set forth by an Mentor's employer, including joint payment to the Mentor and his or her employer, direct payment to the Mentor's institution or payment to a charity of the Mentor's choice. Mentors may be required to provide instamentor with their tax identification numbers and will receive a U.S. Internal Revenue Service Form 1099, as required. Payments will be made following the completion of an Mentor's consulting engagement, typically within 15 days following the Mentor's request for such payment through the instamentor.com website. Mentors must submit invoices for payment within 45 days after completion of any Project.

INDEPENDENT CONTRACTOR STATUS

It is understood and agreed that any services performed by you under these Terms & Conditions shall be performed as an independent contractor and consultant, and you further understand and acknowledge that you have no authority to act or speak on instamentor's behalf or to represent that you have any such authority. You shall not be deemed to be an employee of instamentor or any of its Clients and you shall not be entitled to any benefits provided by either instamentor or any of its Clients. You shall not identify yourself to any person or entity as an employee of instamentor or any of its Clients. You agree that you shall be personally responsible and liable for any and all taxes and other payments due on payments received by you for services provided under these Terms & Conditions. Nothing in these Terms & Conditions shall create a partnership or joint venture or establish the relationship of principal and agent or any other relationship of a similar nature between you, instamentor or its Clients. You represent that you are joining instamentor.com in your individual capacity and not as an agent or representative of any entity or individual (including, without limitation, any investment adviser), unless otherwise agreed in writing between instamentor and such entity or individual.

TERMINATION

You may terminate your membership in instamentor.com at any time by providing us with written notice. Likewise, instamentor may terminate your membership in instamentor.com at any time and for any reason without providing notice. Termination shall not relieve either party of its obligations under these Terms & Conditions intended to survive termination, which include, but are not limited to: Privacy, Application of the Terms & Conditions, Confidentiality, Non-Solicitation, Intellectual Property, Indemnification, Limitation of Liability, Arbitration, Governing Law and Venue and Miscellaneous.

NON-CIRCUMVENTION; NON-SOLICITATION

Following the completion of a Project with a Client you agree not to directly contact the Client for any reason or provide the Client with any unsolicited information or gifts without our prior consent. You further agree that for a period of one year from the completion of any Project with a Client to whom you have been first introduced by us, you will not circumvent instamentor by knowingly soliciting, negotiating with, or entering into any agreement or other arrangement (whether written or oral) with such Client pursuant to which you would be engaged by such Client to provide services without our prior written consent. You also agree that, for a period of one year after the termination of your relationship with us for any reason whatsoever, you will not, directly or indirectly, solicit for employment, employ or hire any employee of instamentor or of any Clients to whom you have been first introduced by us.

INTELLECTUAL PROPERTY

You are solely responsible for the content that you share or create in connection with your performance of services hereunder.  You represent that you own or have obtained any necessary licenses or permissions for any materials, regardless of form or format (hereafter, "I.P."), that you provide to instamentor, Clients or third parties in connection with your performance of such services.  I.P. that you create in connection with any Client Project shall be solely owned by the Client who requested the Project and that Client may use such I.P. for any purpose permitted under applicable law and that Client's agreement with instamentor.  Any inventions, discoveries or improvements that are based in any way on any I.P. you create for a Client in the course of a Project, and all intellectual property rights in such inventions, discoveries or improvements, shall likewise be owned solely and entirely by the Client.  Any I.P. that you created prior to, or independently of, any Project (hereafter, "Mentor I.P.") remains your property.  However, with respect to any Mentor I.P. that you share or otherwise provide to a Client in connection with a Project, you shall automatically grant that Client a perpetual, world-wide, royalty-free, and transferable license to use such Mentor I.P.  Without limiting the foregoing, you further agree that each Client is free to use any ideas, concepts, know-how, or techniques contained in any I.P. you share with or otherwise provide to that Client for any purpose whatsoever, including, but not limited to, devising, manufacturing, promoting and selling products and services using such information.

INDEMNIFICATION

You agree to indemnify and hold harmless instamentor and its affiliates, and their respective officers, directors, employees, members, managing members, managers, agents, representatives, successors and assigns (collectively, the "instamentor Parties") from any and all actions, causes of action, claims, charges, demands, cost, expenses and damages (including attorneys' fees and expenses) and liabilities of any kind whatsoever directly or indirectly resulting from, arising out of or in connection with your breach or violation of any and all provisions of these Terms & Conditions.

LIMITATION OF LIABILITY

YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL instamentor PARTIES BE LIABLE TO YOU OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO YOUR SERVICES AND OTHER CONDUCT AS AN Mentor, OR YOUR INTERACTIONS OTHERWISE WITH instamentor PARTIES OR CLIENTS. instamentor PARTIES SHALL NOT BE LIABLE FOR ANY CLAIMS AGAINST YOU BY THIRD PARTIES. IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF instamentor PARTIES ARISING FROM OR RELATED TO ANY CONDUCT IN CONNECTION WITH THESE TERMS AND CONDITIONS EXCEED THE FEES PAID BY instamentor TO YOU HEREUNDER FOR THE RELEVANT CONSULTATION OR SURVEY IN THE MONTH SUCH LIABILITY IS ALLEGED TO HAVE ARISEN.

instamentor agrees not to seek to impose upon you liability for indirect, incidental, consequential, exemplary or punitive damages based on your performance of services under these Terms & Conditions, so long as such damages do not arise out of or relate to a failure by you to comply with these Terms & Conditions, or conduct that constitutes gross negligence or intentional misconduct. Collectively, the terms in this paragraph constitute the "Limitation of Liability."

ARBITRATION, GOVERNING LAW AND VENUE

The validity, interpretation, performance and enforcement of these Terms & Conditions shall be governed by the laws of the State of New York without regard to the conflicts of laws principles thereof. ANY DISPUTE, CONTROVERSY OR CLAIM ARISING FROM OR RELATING TO THESE TERMS AND CONDITIONS SHALL BE FULLY AND EXCLUSIVELY FINALLY SETTLED BY AN ARBITRATION HELD IN NEW YORK CITY UNDER THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION IN EFFECT FROM TIME TO TIME. YOU HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY RIGHTS YOU MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY SUCH DISPUTE, CONTROVERSY OR CLAIM RELATING TO THIS AGREEMENT. The arbitrator may grant any remedy that he or she deems just and equitable within the scope of this arbitration agreement, except that he or she may not, under any circumstance, grant a remedy inconsistent with or in violation of the Limitation of Liability. The award of the arbitrator shall be final and binding and judgment thereon may be entered in any court having jurisdiction. You hereby unconditionally and irrevocably submit to the jurisdiction of the federal and state courts of Washington.

MISCELLANEOUS

We may modify these Terms & Conditions from time to time by posting the modification(s) on our website, www.instamentor.com. Unless otherwise specified by us when posted, all modifications will be effective upon posting. If you do not agree to any modification(s), your only recourse will be to terminate your participation as an Mentor in instamentor.com. If you continue to participate as an Mentor after any modification becomes effective, then your participation will constitute acceptance of such modification. No failure or delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Neither these Terms & Conditions nor any of the rights, interests or obligations hereunder may be assigned, delegated or otherwise transferred, in whole or in part, by operation of law or otherwise, by you without our prior written consent (which consent we may withhold in our sole discretion), and any such assignment, delegation or transfer by you without such prior written consent shall be null and void and of no force or effect whatsoever. These Terms & Conditions shall be binding upon and inure solely to the benefit of you and instamentor, the instamentor Parties and Clients of instamentor. As used in these Terms & Conditions, the word "including" shall mean "including, without limitation," in all cases. Whenever possible, each provision of these Terms & Conditions shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of these Terms & Conditions is held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of these Terms & Conditions, and these Terms & Conditions shall be reformed, construed and enforced as if such invalid, illegal or unenforceable provision had never been contained herein.