Terms & Conditions (2021)
2 How It Works
3 Account Registration
4 Subscription Purchases and Payment of Revenue
5 Account Deactivation
6 Intellectual Property Rights
8 Acceptable Use
9 User Content
11 Linking to the Website and Social Media Features
12 Links from the Website
13 Disclaimer Warranties
14 User Indemnification
15 Governing Law
16 Waiver and Severability
DefinitionsIn these Terms following terms have the following meanings:
"Chargeback" a bona fide demand by a credit-card provider for ICC, Inc. to make good the loss the credit card provider has incurred because the User has without justification disputed a purchase for which the User paid for using the User’s credit card;
"Creator" a User who uploads Content on the Website to be viewed by other Users.
"Commission" the amount calculated as a percentage of the Revenue paid by Followers to view a Creator’s User Content or to use the Follower Interaction.
"ICC" International Content Creators, Inc., with company registration number: 20207477 and registered address: 695 Mansell Rd. Roswell, GA 30076.
"Follower" a User who follows another Creator and views the Creator’s User Content.
"Follower Interaction" any functionality offered by a Creator as part of that Creator’s User Content which is hosted by OnlyBaddies which allows a Follower to interact with (as opposed to just view) the User Content and or the Creator.
"OnlyBaddies" the social network of Users operating on the Website which enables Users to provide and view User Content and where appropriate, utilize Follower Interaction.
"Payment Provider" any third party approved by ICC which enables a User to make payments or a Creator to receive.
"Payout Options" the instruction given by each Creator to a Payment Provider as to how Commission will be transferred by the Payment Provider to the Creator.
"Refund" the return of monies to a Follower after a bona fide dispute, often issued prior to a chargeback.
"Revenue" the monies paid by a Follower to ICC to view User Content or to use Follower Interaction.
"User" any user of the Website, whether a Creator or a Follower.
"User Account" the section on the Website which can only be accessed by ICC or the User which amongst other details the Payment Provider and Payout Options.
"User Content" all photos, videos and other material or facility (including Follower Interaction functionality) uploaded onto the Website by a Creator.
"Wallet Credits" a prepayment made by a Follower to ICC to facilitate access to User Content/Follower Interaction under the terms contained within this agreement.
"Website" the website at https://onlybaddies.net
1. AboutThe Website is a social media website and application service which allows Users to create a profile, upload photos and videos onto their profile, set a monthly subscription price payable by other Users who wish to view their User Content and thereby generate revenue from Followers. OnlyBaddies is operated by ICC.
These Terms govern your use of the Website, including any content, functionality, and services offered on or through the Website whether part of OnlyBaddies. By registering with and using OnlyBaddies, you hereby accept and agree to be bound by and abide by these Terms. If you do not want to agree to these Terms of Service, you must not access or use the Website.
Any information given on the Website including responses to “frequently answered questions” is not legally binding on ICC is informative only and does not form part of the Terms.
ICC reserves the right to make changes to these Terms at any time and at ICC’s sole discretion. All changes are effective immediately from the time ICC posts them and apply to all access to and use of the Website thereafter. By continuing to use OnlyBaddies, you agree to the Terms as modified or as they currently appear. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
ICC does not own User Content on OnlyBaddies and views expressed by Users on OnlyBaddies do not represent ICC’s views. All transactions and interactions regarding User Content on OnlyBaddies are between Users. Except when ICC acts as the agent of a Creator to receive payment for the Creator from a Follower (as further described in clause 1.8), at no point will ICC be a party to or be responsible for any transaction or interaction between Users.
Where ICC receives payment from a Follower to view User Content uploaded by a Creator or utilize Follower Interaction, ICC receives such payment on behalf of the Creator and not the Follower. On receipt of payment by ICC the Creator shall have no right of action against the Follower for non-payment and the Creator shall be obliged to allow the Follower to view the User Content and utilize Follower Interaction (where applicable). Section 4 further describes the payment process.
ICC reserves the right at any time and without notice to:
1 Modify, suspend, or terminate OnlyBaddies or any portion thereof.
2 Restrict, limit, suspend or terminate your access to OnlyBaddies or any portion thereof.
3 Delete any content you post on OnlyBaddies as a Creator if in ICC’s reasonable opinion it does not comply with these Terms and/or any applicable law.
4 Monitor your use of OnlyBaddies (including any content or message you post or broadcast on OnlyBaddies) to verify compliance with these Terms and/or any applicable law.
5 Investigate any suspected or alleged misuse or unlawful use of OnlyBaddies and cooperate with law enforcement agencies in such investigation.
6 Disclose information about your use of OnlyBaddies in connection with law enforcement investigation of any suspected or alleged illegal activity, or in response to a lawful court order; or
7 Change the Payment Providers. If ICC does this then ICC will use its reasonable endeavors to verify the authenticity and good standing of the new Payment Provider and notify the User and applicable details will be uploaded to the User Account. From time to time, ICC may restrict access to some parts of the Website, or the entire Website, to Users.
2. How It WorksOnlyBaddies is a social media platform that lets you create a User profile, which in turn allows you to:
• upload User Content to be viewed by other Users or Follower Interaction to be used by other Followers; and/or
• pay to view another User’s User Content or use another User’s Follower Interaction.
3. Account RegistrationTo become a User, you must register and create a User Account on OnlyBaddies. You must provide a valid email address, a username, and a password. It is a condition of your use of the Website that all the information you provide on the Website is correct, current, and complete.
If you wish to view User Content you will need to provide details of a payment card to a Payment Provider. Your payment card information is stored by the Payment Provider.
If you are a Creator and wish to receive payment of Commissions, you will need to include onto your User Account Payout Options and upload a valid form of ID. You may also need to submit additional legal information, such as a W-9 if you are resident in the United States of America. The exact information required will depend on your country of residence. Amounts due to you as a Creator from Followers will be paid to you by one of our Payment Providers in accordance with your Payout Options. Except for Creators wishing to receive payment by direct bank transfer from ICC, ICC does not store any data disclosed by you when you register your Payout Options with the Payment Provider. Section 4 further describes the payment processes.
By registering on OnlyBaddies, you confirm that:
• All User Account registration and profile information is truthful and accurate and that any User Content you provide is your own and does not infringe the intellectual property rights or any other proprietorial rights of a third party.
• If you previously had a User Account with OnlyBaddies, your old User Account was not terminated or suspended by ICC for violation of the Terms of Service.
• You register on OnlyBaddies for your own personal use and you will not sell, rent, or transfer your User Account to any third party; and
• ICC reserve the right, at any time, to verify the information which you provide to ICC as well as your compliance with the Terms. If ICC is unable to verify this then ICC reserve the right to suspend your account.
• You will not use any third-party payment processors to accept payments for subscriptions, or any other service, via OnlyBaddies.
• You are fully responsible for all activities that occur on your account and you are responsible for keeping your login details confidential and secure. You agree not to disclose these details to any other person or entity and immediately notify ICC at firstname.lastname@example.org if you believe someone has used or is using your account without your permission or if your account has been subject to any other breach of security. You also agree to ensure that you log out of your account at the end of each session. You should use caution when accessing your account from a public or shared computer so that others are not able to access, view or record your password or other personal information.
ICC reserves the right to disable any user name, password, or other identifier, whether chosen by you or provided by ICC, at any time and at ICC’s sole discretion for any or no reason, including if, in ICC opinion, you have violated any provision of the Terms.
4. Subscriptions, Purchases and Payment of RevenueICC will secure that Payment Providers ensure that Creators will receive the Commission from ICC with the difference between the Revenue and Commission being a management fee (which will include Incentive Payments) levied by ICC and payments due to the Payment Providers. The management fee is for providing, maintaining, and operating the Website. The Commission will be less your monthly subscription fee of $159.96 and any operation and merchant fees of the Revenue generated by Followers paying to view User Content uploaded by you or use Follower Interaction.
To view User Content or utilize Follower Interaction on OnlyBaddies, you must first add a payment card to your account and then click the 'Subscribe' button on the relevant Creator’s profile. Your payment card details will be passed to a Payment Provider which will take payment from your payment card and pay it into ICC’s account.
Depending on your use of OnlyBaddies the Payment Provider will take weekly or monthly payments or will take payments for ad purchases such as Follower Interaction. However, you may cancel the weekly/monthly payments at any time by canceling your subscription or by contacting ICC at email@example.com If you cancel your wee kly/monthly payments you will continue to be permitted to view the Creator's User Content until the end of the existing billing period, after which no further payments will be taken from your payment card and you will no longer be able to view the relevant Creator’s User Content.
ICC receives the Revenue and holds the Commission on behalf of the relevant Creator, and not on your behalf as a Follower. Once ICC has received payment from you as a Follower you have no further liability to the relevant Creator and the Creator shall allow you as a Follower to view the User Content or utilize Follower Interaction.
ICC will take payment of the Revenue from the Follower and hold the Commission in ICC’s capacity as the agent for the Creator. All payments to view User Content or utilize Follower Interaction are final. All refunds will be handled on a case by case basis. Contact our CCBill at 888-596-9279 or go to support.ccbill.com for resolution. Any purchase of the right to view User Content or to use Follower Interaction which is subsequently subject to a Refund or Chargeback may result in the User’s account being immediately and permanently excluded from OnlyBaddies. The Refund or Chargeback amount may be removed from the earning Creator's income. The Creator may be alerted to the Followers’ Refund or Chargeback.
5. Account DeactivationShould you wish to deactivate your OnlyBaddies membership then you may do so in your User Account section.
If you are a Follower, then any account deactivation will take place as soon as reasonably possible. You will no longer be charged or have access to User Content or Follower Interaction. Any subscriptions will be deleted and cannot be subsequently renewed.
If you are a Creator then you can only deactivate your membership when your last Follower Subscription has expired, and you have withdrawn any balance on your account.
If a User is both a Creator and a Follower, then the account will be deactivated in two stages (Follower and then Creator). You will receive an email confirmation upon the successful deletion of your account.
6. Intellectual Property RightsOther than User Content, the Website and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof), are owned by ICC, ICC licensors, or other providers of such material and are protected by international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws.
You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on the Website, except as follows:
• you may store files that are automatically cached by your Web browser for display enhancement purposes; and
• you may print or download one copy of a reasonable number of pages of the Website for your own personal, non-commercial use and not for further reproduction, publication, or distribution.
If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will end immediately and you must, at ICC option, return or destroy any copies of the materials you have made.
Other than User Content, no right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by ICC. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and other laws.
The OnlyBaddies name, logo and all related names, logos, product and service names, designs, and slogans are trademarks of ICC or ICC affiliates or licensors. You must not use such marks without ICC prior written permission. All other names, logos, product and service names, designs, and slogans on the Website are the trademarks of their respective owners.
7. LicenseSubject to all of the terms, conditions, limitations and restrictions contained in these Terms, we grant to you a conditional, revocable, non-transferable, non-sublicensable, non-exclusive and limited license to use the Website for your own lawful and personal use only. You acknowledge and agree that the foregoing license may be revoked and terminated by ICC at any time and for any reason (including, without limitation, if you violate these Terms or any applicable law). Any use of OnlyBaddies other than as expressly permitted by these Terms is strictly prohibited. All rights not expressly granted herein are reserved by ICC.
ICC does not warrant that OnlyBaddies is compatible with all devices and operating systems. It is your sole responsibility to determine whether OnlyBaddies is compatible with your device.
8. Acceptable UseICC requires that all Users respect and comply with these Terms below, always, when using OnlyBaddies.
You may not:
• use OnlyBaddies other than for your own lawful and personal use in accordance with these Terms.
• Impersonate ICC, one of ICC employees, another User, or any other person or entity or falsely state, suggest or otherwise misrepresent any affiliation, endorsement, sponsorship between you and ICC and/or any other person or entity;
• Falsify account registration information or make unauthorized use of another's information or content.
• Use OnlyBaddies in any manner or for any purpose that is illegal or unlawful, including engaging in any activity that violates any right of any person or entity.
• Copy, reproduce, distribute, modify, or create derivative works from, any portion of OnlyBaddies without ICC express written permission.
• Use OnlyBaddies for the purpose of exploiting, harming, or attempting to exploit or harm minors in any way by exposing them to inappropriate content, asking for personally identifiable information, or otherwise.
• Transmit, or procure the sending of, any advertising or promotional material, including any “junk mail”, “chain letter”, “spam”, or any other similar solicitation.
• Engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by ICC, may harm ICC or Users of the Website, or expose them to liability.
You shall not create, upload, post, display, publish or distribute User Content that:
• Is obscene, illegal, fraudulent, defamatory, libelous, hateful, discriminatory, threatening or harassing, or in any way which incites violence or violates any of the previously prohibitions.
• Violates another's copyright, trademark, right of privacy, right of publicity, or other property or personal right (for example, using the name, likeness, image, or other identity of another without proper consent).
• Promotes or advertises escort services.
• Promotes or advertises firearms or other weapons, drugs, or drug paraphernalia.
• Promotes any illegal activity, or advocates, promotes, or assists any unlawful act.
• Pauses annoyance, inconvenience, or needless anxiety or is likely to upset, embarrass, alarm, or annoy any other person.
• Involves 3rd party commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
• Gives the impression that it originates from or is endorsed by ICC or any other person or entity if this is not the case.
You shall not remove, erase, modify or tamper with any copyright, trademark or other proprietary rights notice that is contained in any User Content that you do not own.
You shall not use the Website in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the Website, including their ability to engage in real time activities through the Website.
You shall not decompile, disassemble, reverse engineer, or otherwise attempt to discover or derive the source code of OnlyBaddies.
You shall not interfere in any way with the operation of OnlyBaddies or any server, network or system associated with OnlyBaddies, including, without limitation: hacking, mail-bombing, flooding, overloading, or making "denial of service" attacks; probing, scanning or testing the vulnerability of the site or any server, network or system associated with the site; breaching or circumventing firewall, encryption, security or authentication routines; accessing information not intended for you, or accessing another user's account that you are not expressly authorized to access.
You shall not use OnlyBaddies for any unauthorized purpose, including, without limitation, for purposes of building a competitive product or service, performance, or functionality, or for any other competitive purposes.
You shall not use any automated program, tool or process (including without limitation, web crawlers, robots, bots spiders, and automated scripts) to access OnlyBaddies or any server, network or system associated with OnlyBaddies, or to extract, collect, harvest or gather content or information from OnlyBaddies.
You shall not make any other use of OnlyBaddies that violates these Terms or any applicable law.
Any content posted that is reported by another User or OnlyBaddies, and that is deemed unacceptable by ICC, will be deleted and the User will be notified via email. Users who repeatedly violate ICC Acceptable Use policy may be deactivated. If ICC becomes aware that a User is underage, ICC will promptly deactivate that User's account and delete all information and content of that User from OnlyBaddies. If you are a parent or legal guardian and become aware that your minor-child has registered on OnlyBaddies, please immediately notify ICC at firstname.lastname@example.org.
By registering an account with OnlyBaddies, you represent and warrant that:
• You are at least 18 years of age.
• You will fully comply with these Terms.
• You accept full responsibility for the use of OnlyBaddies on any device, whether it is owned by you or not.
• You accept full responsibility for any User Content created or provided by you; and your use of OnlyBaddies will not violate these Terms or any applicable law.
If you are using OnlyBaddies on behalf of a business or other entity, you warrant that you are authorized to grant all the licenses stipulated in or entailed by these Terms and that you are authorized to bind the business or other entity to these Terms.
9. User ContentBy creating and publishing User Content on OnlyBaddies, you authorize your Followers to access and view (without downloading or copying) your User Content on OnlyBaddies for their own lawful and personal use. You also represent, warrant, and undertake that for each submission:
• You own, have a valid license to, or otherwise control all rights in and to your User Content.
• To the extent your User Content includes or utilizes any third-party property, you have secured all rights, licenses, written consents, and releases that are necessary for the use of such third-party property in your User Content.
• You will not post any content depicting any person under 18-years old, you have inspected and are maintaining written documentation sufficient to confirm that all subjects of your submission are in fact 18-years old or older.
• Your User Content is non-confidential and will be made available to your Followers on OnlyBaddies.com
You grant ICC and our licensees, successors, and assigns the right to use, reproduce, modify, perform, display, distribute, and otherwise disclose to third parties any such material.
For clarification: The clause exists so that we may use your content by adding stickers, text, and watermarks, and to make your content available to Users, as well as for other normal operations of our website. We will never sell your content to other platforms.
You understand and acknowledge that you are responsible for any User Content you submit or contribute, and you have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.
You shall indemnify ICC, ICC’s licensees, successors, and assigns against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other reasonable professional costs and expenses suffered or incurred arising out of or in connection with your User Content.
ICC is not responsible or liable to any third party for the content or accuracy of any User Content posted by you or any other user of the Website.
Upon signing up to OnlyBaddies.com, you also agree to act as custodian of records for the content that you upload to OnlyBaddies.com.
Any questions regarding User Content can be addressed by emailing email@example.com.
10. DMCAOnlyBaddies respects the intellectual property rights of third parties and voluntarily complies with the Digital Millennium Copyright Act (DMCA). Our full DMCA Notice and Takedown Policy can be found here: https://onlybaddies.net/dmca. OnlyBaddies has implemented a policy to terminate repeat copyright infringers. A copy of our repeat infringer policy (RIP) is available upon request to our users.
Please note that, under the DMCA, any person who knowingly makes material misrepresentations in a notification of claimed infringement or in a counter-notification may be liable for damages.
11. Linking to the Website and Social Media FeaturesYou may link to ICC homepage, provided you do so in a way that is fair and legal and does not damage ICC reputation or take advantage of it, but you must not establish a link in such a way as to suggest any form of association, approval, or endorsement on ICC part.
The Website may provide certain social media features that enable you to:
• link from your own or certain third-party websites to certain content on the Website.
• send emails or other communications with certain content, or links to certain content, on the Website.
• cause limited portions of content on this Website to be displayed or appear to be displayed on your own or certain third-party websites.
You may use these features solely as they are provided by ICC, solely with respect to the content they are displayed with. However, you must not:
• establish a link from any website that is not owned by you.
• 12.3.2 cause the Website or portions of it to be displayed on, or appear to be displayed by, any other site, for example, framing, deep linking, or in-line linking.
• Link to any part of the Website other than the homepage; or
• Otherwise take any action with respect to the materials on this Website that is inconsistent with any other provision of these Terms.
You agree to cooperate with ICC in causing any unauthorized framing or linking immediately to stop. ICC reserves the right to withdraw linking permission without notice.
ICC may disable all or any social media features and any links at any time without notice in ICC discretion.
12. Links from the WebsiteIf the Website contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including, without limitation, banner advertisements and sponsored links. ICC has no control over the contents of those sites or resources and accepts no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to this Website, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
13. Disclaimer of Warranties; Limitations of LiabilityBy using OnlyBaddies, you acknowledge and agree as follows:
• OnlyBaddies and all its services and features are provided without warranties of any kind, express or implied. To the fullest extent permitted by law, ICC disclaim any and all warranties, express or implied, with respect to OnlyBaddies and all of its services and features, including, and without limitation, implied warranties of merchantability and fitness for a particular purpose. ICC does not warrant or guarantee the accuracy, usefulness, completeness, or reliability of OnlyBaddies, or the results of your use of OnlyBaddies. ICC disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents. ICC also do not warrant or guarantee that OnlyBaddies and all of its services and features will be available at any particular time or location; that OnlyBaddies and all of its services and features will be secure, uninterrupted, and error-free; that any defect or error will be corrected; or that OnlyBaddies and all of its services and features will be free of viruses and other harmful components. You are responsible for implementing sufficient procedures and checkpoints to satisfy your requirements for antivirus protection and accuracy of data input and output, and for maintaining a means external to the Website for any reconstruction of any lost data. To the fullest extent provided by law, ICC will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the Website or any services or items obtained through the Website or to your downloading of any material posted on it, or on any website linked to it. Your use of OnlyBaddies and its services and features will be solely and entirely at your own risk. The foregoing does not affect any warranties that cannot be excluded or limited under applicable law.
• ICC does not warrant or guarantee that use of the Website will be uninterrupted or error free twenty-four hours a day, seven days a week, since ICC may need to carry out maintenance of the Website from time to time. However, ICC will use its reasonable endeavors to carry out any such maintenance of the Website outside of business hours and ICC will endeavor to give reasonable notice, however this may not always be possible.
• In no event shall ICC be liable (strictly or otherwise) in contract, tort, negligence, strict liability or under any other legal or equitable principle, for any indirect, incidental, exemplary, special, punitive or consequential damages (including, and without limitation, loss of use, profits, data or information, or loss of business goodwill or opportunity) arising out of or related to your use of (or your inability to use) OnlyBaddies or any of its services or features, nor shall ICC be held liable in the event your User Content is illegally distributed by another User, however where such distribution does occur please contact ICC at firstname.lastname@example.org and ICC will seek to prevent continuance of such distribution where ICC is reasonably able to do so.
• In no event shall ICC total and aggregate liability to you and/or others for any and all claims arising out of or related to your use of (or your inability to use) OnlyBaddies or any of its services or features, exceed thirty thousand dollars ($30,000.00). This does not affect any liability that cannot be excluded or limited under applicable law.
• Because some jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damages or total liability, the above limitation may not apply to you. In such case, our total and aggregate liability to you arising out of or related to your use of (or your inability to use) OnlyBaddies or any of its services or features shall be limited to the maximum extent permitted by law or, if no amount is specified, thirty thousand dollars ($30,000.00)
14. User IndemnificationBy using OnlyBaddies, you agree to indemnify and hold harmless ICC and our employees, agents, representatives, successors and assigns from and against any and all claims, demands, causes of action, actions, suits, proceedings, judgments, orders, damages, liabilities, losses, costs and expenses (including, without limitation, reasonable attorneys' fees and legal costs) arising out of or related to any of the following:
• Your use of OnlyBaddies or any of its services or features.
• Any User Content created, published, or otherwise made available on OnlyBaddies by you.
• Any transaction or interaction between you and any other User of OnlyBaddies; and/or
• Your violation of the Terms or any applicable law.
Notwithstanding ICC’s appointment as the Creator’s agent to pay the Creator Commission, ICC, the Follower and Creator are independent contractors and are responsible for meeting all their respective legal or statutory obligations. This extends to the payment of any taxes or other payments properly demanded by a regulatory authority. Should a User fail to meet those obligations then the User shall indemnify ICC for any loss or expense, including management time that is therefore incurred by ICC.
15. Governing Law and Dispute ResolutionYou and ICC agree that these Terms shall be governed by and construed in accordance with the laws of England and Wales (without regard to the conflict of law’s provisions thereof) and that any dispute between you and ICC concerning OnlyBaddies or arising out of or related to these Terms shall be resolved exclusively in the courts of England and Wales.
Except where prohibited by applicable law, any claim or cause of action by you concerning OnlyBaddies or arising out of or related to these Terms must be filed within one year after such claim or cause of action arose, or be forever barred.
16. Waiver and Severability No waiver of any term or condition set out in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure to assert a right or provision under these Terms shall not constitute a waiver of such right or provision.
If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.