Terms of Service

Reseller Agreements


This Reseller Agreement (“RSA”) is a legal agreement by and between you, as you have identified yourself in your account information (“You” and “Your”), the backend service provider, Upflare, Incorporated. (“Upflare”) and, the primary service provider, Upflare.com (the “Primary Service Provider”). If You are buying the Services (defined below) directly from Upflare, Upflare is both Your backend service provider and your Primary Service Provider. You warrant that the information You provide in Your account with Upflare (“Your Account”) is accurate and that You will keep it updated. This RSA sets forth the terms and conditions of Your use and resale of Upflare’s Domain Name Registration and related services (“Services”). By using the Services, You acknowledge that You have read, understand and agree to be bound by this RSA, along with any additional terms, conditions or policies which Upflare or ICANN may establish from time to time, the current version of which can be found here: Term of Services. In addition to transactions entered into by You on Your behalf, You also agree to be bound by this RSA for transactions entered into on Your behalf by anyone acting as Your agent, and transactions entered into by anyone who uses Your Account. This RSA will only be effective upon Upflare’s provision of the Services to You. The terms and conditions of this RSA may be modified from time to time by Upflare. Such modifications become effective 30 days after Upflare notifies You of the modifications or immediately upon Your express consent to the revised terms and are effective from that date forward. You agree that we may notify You of the modifications by, for example, sending email to You at Your email address of record. If You do not agree to the terms and conditions of this RSA as modified, You may send us a cancellation notice and You will remain subject to the unmodified terms and conditions of this RSA (except Section 5 ICANN Obligations will apply to You) for the remainder of the term of the RSA, after which Your RSA will terminate.

1. Reselling the Services.

2. Subject to the terms and conditions of this RSA, Upflare grants You a non-exclusive, non-transferable license to resell the Services worldwide. The Services include, but are not limited to those Services listed on our site at Reseller Hosting and any other Services as Upflare may make available in Your Account from time to time. Certain of the Services are offered only subject to additional terms and conditions which are available at Term of Services (e.g., the Upflare Registration Agreement, the ID Protect Agreement, etc.). To resell these Services, You and Your Sub-Resellers (defined below) and each of Your end customers purchasing these Services must agree to these additional terms and conditions as they may be updated from time to time. You agree to indemnify and hold harmless Upflare for any failure by You or a Sub-Reseller below Your Account to obtain the consent of any Sub-Reseller or customer to these additional terms and conditions. The Services do not include other services which are not made available through Your Account by Upflare, its third party licensors or a Primary Service Provider other than Upflare. If Your Primary Service Provider is not Upflare, it is an independent reseller of Upflare and may offer its own services under separate agreement.

3. You may authorize sub-resellers on Your Account to resell the Services (“Sub-Resellers”) via accounts attached to Your Account (“Sub-Accounts”). You are responsible to Upflare for the costs, fees, expenses, acts and omissions of Your Sub-Resellers and any Sub-Resellers “below” them in Your Account or any Sub-Accounts. You are required to have all Sub-Resellers acknowledge and agree to the terms of this RSA. You agree to comply and ensure compliance by Your Sub-Resellers with this RSA, all applicable Upflare or ICANN policies, laws and regulations in reselling the Services. In the event a Sub-Reseller’s Sub-Account is terminated by the Sub-Reseller, You or Upflare, You will be responsible for the Sub-Account.

4. If You stop using Your Account, become unavailable to Upflare, Your Primary Service Provider (if applicable), Your customers or Sub-Resellers, or this RSA is terminated by Upflare for any reason, Upflare may, but is not obligated to, assume direct control over any of Your customers and/or Sub-Accounts.

5. Points, payments, and commissions.

6. You may be required to purchase “Points” to obtain all or certain of the Services. When You purchase Points, Your price for the Points may also include certain costs, such as online taxes and a convenience fee established by Upflare (currently set at 5%, subject to change at any time in Upflare’s sole discretion), which will not be reflected in Your Point total. For example, when You pay $100 toward the purchase of Points with Your credit card or PayPal account, You will be charged a convenience fee for online access, and in the event the convenience fee is 5%, and 95 Points will be deposited into Your Account. You agree to pay, prior to the effectiveness of the desired Services, the applicable Service fees communicated to You. If You have a Primary Service Provider other than Upflare, Your pricing for the Services is determined by Your Primary Service Provider. Upflare accepts checks and/or wire transfers with no additional charges. Please contact Upflare to arrange such a payment. Points are non-refundable for any reason and are not transferable without the consent of Upflare, which may be denied for any reason. You will be responsible for all merchant services fees, outlined in the Merchant Services Agreement, for any transaction originating from all Sub-Accounts below Your Account.

7. Points and certain of the Services may be purchased using a credit card. You authorize Upflare to debit the credit card You present in relation to a particular transaction or the credit card You otherwise provide through Your Account. You must present only approved transactions to Upflare. Prior to contacting Your credit card company in relation to such charges, You will first contact Your Primary Service Provider (if Your Primary Service Provider is not Upflare) and thereafter Upflare to verify the charges and the manner of billing. You must require all Sub-Resellers and all customers in and below Your Account to only present approved transactions to Upflare and to contact Upflare regarding charges, as described above. Any chargeback by a credit card company or similar action by or through another payment provider relating to payment to Upflare, for whatever reason, whether by You, by any Sub-Reseller or customer below Your Account i) is a material breach of this RSA, ii) is an act for which You agree to be jointly and severally liable to make Upflare whole, iii) is an act with respect to which Upflare will charge $35.00 per incident, in addition to merchant services fees and other payment provider service charges which may be charged to Upflare, and iv) that the same shall be grounds for suspension and/or termination of this RSA and the Services. Under such circumstances, Upflare may suspend Your access to any and all of Your Accounts and may assume all right, title, interest in, and use of any domain name registration(s) and/or websites, email, or other data hosted on systems controlled by Upflare (the “Collateral”). Upflare will reinstate rights in the Collateral solely in its discretion, subject to receipt of the fee(s) owed and the then-current reinstatement fee, currently set at US$200. You hereby acknowledge and consent to Upflare’s right, but not obligation, to sell, dispose of, or retain the Collateral if Upflare determines the same to be a means of obtaining some monetary or other satisfaction or security, even if You assert that the value of the Collateral exceeds the amount You owe Upflare.

8. Upflare may require that You pay for Points or the Services using a particular payment means, such as by wire transfer. Upflare may also demand reasonable assurance of payment at Upflare’s sole discretion.

9. If You are using Upflare’s merchant services provider (credit card processing company), receipts from Your customers and Sub-Resellers will be processed by the merchant services provider(s) selected by Upflare and will be subject to convenience fees, taxes any and ICANN fees or assessments.

10. You authorize Upflare to deduct from Your Points any amounts owed by You to Upflare, including, without limitation, amounts owed as a result of Your indemnification of Upflare for third party claims and any administrative costs, including reasonable administrative costs which may be charged for inactive accounts.

11. You authorize Upflare to sell, take title to, and/or use any Collateral as a means of obtaining some monetary or other satisfaction for any amounts owed by You to Upflare, including, without limitation, amounts owed as a result of Your indemnification of Upflare for third party claims and any administrative costs, including reasonable administrative costs which may be charged for inactive accounts.

12. If You have Sub-Account(s) below Your Account, You may earn commissions from sales generated by such Sub-Account(s). Such commissions will amount to the difference between the following: i) the price You charge the Sub-Reseller, less merchant service fees, taxes and ICANN fees; and ii) the price You are charged for the Services. When You have a balance greater than $25.00 (U.S.) in commissions which have aged more than 90 days (which allows time for chargebacks and reversed transactions), You will be able to have Your commissions transferred to Your Account balance, sent to You via a check deposited in the U.S. mail (another reason to keep Your Account information current) or via direct deposit, when and if direct deposit becomes available. Commissions will be reported through Your Account in Your Available Commission Balance. Your Point balance is not part of Your Available Commission Balance.

13. Support. You are responsible for providing customer service, billing, and technical support to Your customers, Sub-Resellers and customers of Your Sub-Resellers. Upflare will provide telephone and/or email support to You 24 hours, 7 days per week. Upflare may, but is not obligated to, provide support directly to Your customers. If Upflare receives communications from registrants or from third-parties regarding Services provided in Your Account or any Sub-Accounts, Upflare will, where appropriate, forward such communications to You, the applicable Sub-Reseller, or the Primary Service Provider (if Your Primary Service Provider is not Upflare) at Upflare’s discretion for further action; however, reserves the right to respond to such communications directly. If Upflare determines that You are providing inadequate support to Your customers or Sub-Resellers (resulting in, for example, an excessive number of support calls directly from Your customers), You will be in breach of this RSA and Upflare may terminate this RSA.

14. Licensed Use of Trademarks and Technology. The Services may only be accessed through the application programming interface (including the associated documentation, the “API”), Your Account, websites created by Upflare which use the API, updates and upgrades thereto, and through such other means and technologies which Upflare makes available through its websites or downloads (collectively, the “Technology”).

15. Upflare hereby grants to You a non-exclusive, non-transferable, royalty-free, terminable license, exercisable solely during the term of this RSA, to use the Technology solely for the purpose of accessing and using the Services. With the exception of Your Account, this license right may be sublicensed to Sub-Resellers in Your Account and in Sub-Accounts below Your Account, but only subject to all license terms and restrictions of this RSA, only during the term of this RSA, and only so long as performance of the Services by Upflare has not been suspended.

16. Upflare hereby grants You a non-exclusive, worldwide, fully paid up, royalty free, terminable right and license to use Upflare’s trademarks (the “Trademarks”) solely as provided by Upflare and solely as pre-approved in writing in connection with the marketing and promotion of the Services. All approved uses of Trademarks will inure to the benefit of Upflare and must comply with Upflare Trademark and Branding.

17. Except for the rights expressly granted above, this RSA does not transfer from Upflare to You or Your customers any Upflare Trademarks, technology or intellectual property rights, and all rights, titles and interests in and to the Trademarks, Technology and intellectual property remain solely with Upflare.

18. You shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Technology.

19. You shall not branch or otherwise prepare derivatives of the API.

20. You shall not copy or use the Technology except as specified in this RSA.

21. You shall not create, apply for, or otherwise procure any rights in any Trademarks or any patent or copyright interest in the Technology and any derivative thereof (“IP Interest”) which IP Interest would block, impede, or make more expensive Upflare’s continued use and enjoyment of the Technology. If You breach the provisions of this Section, any IP Interests created thereby shall be assigned to Upflare at the point they are fixed in tangible form. You agree to execute any documents necessary to affect an assignment of any such IP Interests to Upflare without compensation.

22. You shall not use the Technology to communicate with or control a system other than one(s) designated by Upflare, and You may not access the Services using any access mechanism other than the Technology.

23. You shall not abuse the Service infrastructure. “Abuse” in the foregoing sentence means, by way of example and without limitation, any action or conduct which degrades service to other users of the shared Services and Technology.

24. ICANN Obligations. Pursuant to Upflare’s Registrar Accreditation Agreement with ICANN (a current version of which can be found here) (the “RAA”) You must comply with the following terms:

25. You must not display the ICANN or ICANN-Accredited Registrar logo, or otherwise represent Yourself as accredited by ICANN unless You have written permission from ICANN to do so.

26. For the avoidance of doubt. You shall require all of Your Customers and Sub-Resellers to enter into an electronic or paper registration agreement. Without limiting the generality of anything herein, the registration agreement You use with Your customers and Sub-Resellers shall (i) include all registration agreement provisions and notices required by the RAA and any ICANN Consensus Policies, (ii) identify Upflare as the sponsoring registrar or provide a means for identifying the sponsoring registrar, such as a link to the InterNIC Whois lookup service; and (iii) explicitly authorize Upflare to act as the registrant’s “Designated Agent” (as defined in ICANN’s transfer policy) to approve each “Change in Registrant” (as defined in ICANN’s transfer policy) on the registrant’s behald. Notwithstanding the foregoingm You shall modify all “Pricing Page” hyperlinks in the Upflare Registration Agreement to point to a pricing page on your website which publishes Your domain name registration fees, renewal fees, transfer fees, post-expiration renewal fees (if different) and redemption/restore fees. In addition, You must identify Upflare as the sponsoring registrar upon inquiry from Your customer or Sub-Resellers.

27. You must comply with any ICANN-adopted specification or policy that establishes a program for accreditation of individuals or entities who provide proxy and privacy registration services (a “Proxy Accreditation Program”). Among other features, the Proxy Accreditation Program may require that proxy and privacy registration services may only be provided in respect of domain name registrations by individuals or entities accredited by ICANN pursuant to such Proxy Accreditation Program. In such a case, You must not knowingly accept registrations from any provider of proxy and privacy registration services that is not Accredited by ICANN pursuant to the Proxy Accreditation Program. Until such time as the Proxy Accreditation Program is established, You must comply with the Specification on Privacy and Proxy Registrations.

28. ICANN has published an educational webpage summarizing the terms of the RAA and related consensus policies. You must provide a link to such webpage on any website You may operate for domain name registration or renewal, such link which must be clearly displayed to Your customers at least as clearly as You link to policies or notifications required to be displayed under ICANN consensus policies.

29. You must publish on Your website(s) and/or provide a link to the Registrants’ Benefits and Responsibilities and shall not take any action inconsistent with the RAA or applicable law.

30. Any other terms and conditions which come into effect through the revision of the RAA by ICANN or through the introduction of any amended or new ICANN consensus policy, whether or not Upflare gives You notice of such revisions, amendments, or new policies.

In addition to any other right to terminate set forth in this RSA, Upflare specifically has the right to immediately terminate this RSA, without notice or right to cure, in the event that You violate any terms found in this Section 5.

1. License by You to Upflare. In connection with providing materials to Upflare in performance of the Services, You grant Upflare a limited license to modify, adapt, incorporate with other material, and otherwise to use the materials provided by You but only to the extent necessary or useful to provide the Services as directed by You. You warrant that the materials provided by You to Upflare are Your sole property or that You have obtained appropriate licenses to the material such that Upflare’s use of the material in providing the Services shall not subject Upflare to a claim.

2. Restrictions on Use of Services. You must not make any representations or warranties about the Services to any of Your customers or Sub-Resellers or any other third party that are inconsistent with this RSA. You agree not to use the Services, or to allow Your customers or Sub-Resellers to use the Services for:

3. The transmission of unsolicited email (spam);

4. Repetitive, high volume inquires or other excessive use or abuse of the Services or Technology;

5. Any activity which results in Upflare’s IP addresses being reported to spam blocking organizations or other organizations which attempt to police or monitor abuse of the Internet;

6. Any illegal, dishonest, deceptive or unfair trade practices;

7. Any use which fails to abide by customary industry acceptable use policies or any applicable laws.

In addition to any other right to terminate set forth in this RSA, Upflare specifically has the right to immediately terminate this RSA, without notice or right to cure, in the event that You violate any terms found in this Section 7.

1. Suspension or Termination of the Services. In addition to any other rights or remedies of Upflare herein, Upflare reserves the right to suspend performance of the Services or to preclude use of or access to the Technology in the event of an unresolved breach of this RSA or suspension or cancellation is required by any policy now in effect or later adopted by ICANN. You agree that Your failure to comply completely with the terms and conditions of this RSA and any Upflare rule or policy may be considered to be a material breach of this RSA and Upflare may provide You with notice of such breach either in writing or electronically (i.e. email). In the event You do not provide Upflare with material evidence that You have not breached Your obligations within ten (10) business days, Upflare may terminate this RSA and take any remedial action available to Upflare under the applicable laws. Such remedial action may be implemented without notice to You and may include, but is not limited to, cancelling the registration of any of Your domain names and discontinuing any Services provided to You. No fees will be refunded to You should Your RSA be cancelled or Services be discontinued because of a breach.

2. Term of this RSA and Termination. This RSA is effective for a period of one year from the date of creation of Your Account by Upflare. This RSA will then renew for an indefinite number of one-year terms. Upon at least thirty (30) days written notice (including notice via email), either party may terminate this RSA. Upflare also retains the right to terminate this RSA immediately if Upflare determines, in its sole discretion, that You, Your customers or Your Sub-Resellers have failed to comply with any term or condition of this RSA, or that Your use of the Services presents an unreasonable risk of harm to Upflare or its affiliates, the Service, other users, or members of the general public.

3. Confidentiality. During the term of this RSA and for one (1) year thereafter, each party must treat the other party’s Confidential Information as confidential, and must not use such Confidential Information except as expressly permitted under this RSA. Each party shall take reasonable measures to prevent the disclosure and unauthorized use of the Confidential Information of the other party; which shall be no less than the same degree of care that such party uses to protect its own like information. Neither party will use the other’s Confidential Information for purposes other than those necessary to directly further the purposes of this RSA. Neither party will disclose to third parties the other’s Confidential Information without the prior written consent of the other party. For purposes of this RSA “Confidential Information” means any non-public information relating to either party’s business, product plans, designs, costs, prices and names, finances, business opportunities, personnel, research development or know-how. “Confidential Information” does not include information that: (i) is or becomes publicly known or available through no fault of the receiving party; (ii) is already known by the receiving party at the time of disclosure; (iii) is independently developed or learned by the receiving party without reference to the other party’s Confidential Information; or (iv) is lawfully obtained from a third party that does not have an obligation of confidentiality to the disclosing party. It is not a breach of this RSA to disclose Confidential Information of the other party pursuant to an order or requirement of a court, administrative agency, other governmental body, or securities exchange.


5. Indemnification. You, at Your own expense, will indemnify, defend and hold harmless Upflare and its employees, directors, officers, representatives, agents and affiliates against any claim, suit, action, or other proceeding based on or arising from any claim or alleged claim (i) arising from a breach by You of any covenant, representation or warranty in this RSA, including but not limited to the ICANN Obligations set forth in Section 5; (ii) relating to any product or service of Yours; (iii) relating to Your use or Your Sub-Resellers use of the Services; or (iv) relating to Your domain name registration and related service business, including, but not limited to, Your advertising, domain name application process, systems and other processes, fees charged, billing practices and customer service; provided, however, that in any such case: (a) Upflare provides You with prompt notice of any such claim, and (b) upon Your written request, Upflare provides You with all available information and assistance reasonably necessary for You to defend such claim, provided that You reimburse Upflare for actual and reasonable costs. You shall not enter into any settlement or compromise of any such indemnifiable claim without Upflare’s prior written consent, which consent shall not be unreasonably withheld. You shall pay any and all costs, damages, and expenses, including, but not limited to, reasonable attorneys’ fees and costs awarded against or otherwise incurred by Upflare in connection with or arising from any such indemnifiable claim, suit, action or proceeding.

6. Limitation of Liability.

7. A material provision of entering into this RSA is that Upflare’s liability shall be limited as follows: In relation to each component of the Services for which a separate fee is charged, Upflare shall be liable in an amount no greater than the fees received by Upflare for performing the specific transaction(s) that gave rise to the liability. Upflare’s aggregate liability for all claims of any sort shall not exceed the aggregate amount received by Upflare from You over the term of this RSA. Upflare shall not be liable for any unauthorized access to, or any corruption, erasure, theft, destruction, alteration, or inadvertent disclosure of data, information, or content transmitted, received, or stored on its or any third party systems. With respect to passwords, account identifiers, and other systems used to control access to Your Account, it is Your responsibility to safeguard such passwords, account identifiers, and other systems used to control access to Your Account. As a service to You, Upflare may, but is not required to, take reasonable measures to verify the identity of parties who claim to have lost or forgotten passwords and/or account information and to then provide the information to such parties and that Upflare shall not be responsible to You for losses or claims for any inadvertent disclosure of such passwords which may result thereby. Upflare is entitled to email passwords to designated email account(s), to phone designated phone numbers, or to employ security questions as a means to verify the identity of the party entitled to control Your account.


9. Independent Contractors. The parties to this RSA are independent contractors and have no right or authority to bind or commit the other party in any way without the other party’s express written authorization to do so. This RSA does not create an employer/employee, joint venture, partnership, or agency relationship between the parties.

10. Audit. During the term of this RSA and for seven (7) years thereafter, You must maintain (a) in electronic, paper, or microfilm form, all written communications constituting registration applications, confirmations, modifications, or terminations and related correspondence with Your customers, including registration contracts; and (b) in electronic form, records of the accounts of all Your customers, including dates and amounts of all payments and refunds in conjunction with domain name registrations. Upon request, You will provide any information identified in this Section 15 to Upflare within two (2) business days and otherwise cooperate with Upflare in any compliance, regulatory or legal issue arising out of the registration of domain names. Your failure to provide any such information to Upflare within two (2) business days or Your failure to provide such cooperation will be a material breach of this RSA.

11. Assignment.You must not assign, transfer, or otherwise dispose of this RSA or any of Your rights, benefits, or interests under this RSA without prior written consent of Upflare, and any such assignment in violation shall be void. Upflare may also assign this RSA to a party which acquires the assets of Upflare which relate to performance of this RSA. Upflare may assign all or part of its rights and obligations under this RSA to its parent corporation, to a subsidiary, to its survivor in connection with a corporate reorganization, to any entity acquiring all or substantially all of its property, or to any entity into which it is merged or consolidated. No assignment of this RSA shall operate to discharge the assignor of any duty or obligations hereunder without prior written consent.

12. Taxes. Unless specified otherwise, the fees for the Service do not include taxes. If Upflare is required to pay ICANN fees or United States or international sales, use, property, value-added, royalty, license or other taxes based on the licenses granted in this RSA or on Your use of the Services, then You must pay such taxes or fees. This section does not apply to taxes based on Upflare’s income.

13. Force Majeure. Neither party shall be in default or liable for any loss or damage resulting from delays in performance or from failure to perform or comply with terms of this RSA (other than the obligation to make payments, which shall not be affected by this provision) due to any causes beyond its reasonable control, which causes include but are not limited to Acts of God or the public enemy; riots and insurrections; war; fire; strikes and other labor difficulties (whether or not the party is in a position to concede to such demands); embargoes; judicial action; lack of or inability to obtain export permits or approvals, necessary labor, materials, energy, components or machinery; acts of civil or military authorities; failure of telecommunications; or other casualty.

14. Governing Law and Arbitration.This RSA shall be governed by the laws of the United States of America and the State of Washington, as if this RSA was a contract wholly entered into and wholly performed within the State of Washington. Any dispute, claim or controversy arising out of or relating to this RSA or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of the agreement to arbitrate, shall be determined by arbitration in King County, Washington, before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. YOU AND UPFLARE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A CLASS MEMBER IN ANY FORM OF A CLASS PROCEEDING. Further, unless both You and Upflare expressly agree otherwise in writing, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class proceeding. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

15. Applicable Laws. You represent and warrant that You will comply with all applicable laws and regulations. Without limiting the generality of the foregoing, You represent and warrant that: (i) You will not act in any fashion or take any action that will render the Backend Service Provider or Primary Service Provider liable for a violation of any applicable anti-bribery regulation (including without limitation, the U.S. Foreign Corrupt Practices Act and the UK Bribery Act 2010); and (ii) You will comply with U.S. laws that prohibit or limit the ability of U.S. persons from directly or indirectly exporting or providing goods or services to certain persons or countries. You shall comply with all U.S. export regulations if shipping to another country, including licensing requirements.

16. Additional Registry Requirements. Some registries have additional contractual requirements that you agree to by reselling domain name registration services or other services for those registries. You are responsible for reviewing any terms and conditions applicable to or provided by such registries. In addition, without limiting the generality of anything herein, the registration agreement You use with Your customers and Sub-Resellers shall include all terms and conditions required by the registries which you resell domain name registration services or other services for. Such terms and conditions linked to in Section 20 of the Upflare Registration Agreement at registration agreement.

17. General. The parties hereby incorporate the requirements of 41 CFR 60-1.4(a), 300.5(a) and 741.5, if applicable. This RSA, together with all modifications, constitute the complete and exclusive agreement between You and Upflare, and supersedes and governs all prior proposals, agreements, or other communications and is not intended to confer upon any person or entity other than Upflare and You any rights or remedies hereunder. You represent, warrant, and agree that upon entering into this RSA, that You are not relying upon and have not relied upon any representation, promise, or statement made by anyone which is not recited, contained, or embodied in this RSA. The failure of us to require Your performance of any provision hereof shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by us of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this RSA shall be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity shall not render this RSA unenforceable or invalid as a whole. We will amend or replace such provision with one that is valid and enforceable and which achieves, to the extent possible, our original objectives and intent as reflected in the original provision.