TERMS AND CONDITIONS
By clicking the “i agree” button at the bottom of this page, you are agreeing that you read and understand these terms and conditions, and that you agree to be bound by this agreement. Read the following terms and conditions carefully, as they apply to the agreement between you and eDigitalPlace, and your participation in eDigitalPlace.
SECTION 1 -APPLICABLE TERMS:
The following terms that are defined in this section, are applicable to the terms and conditions:
"affiliate": persons, organizations or other entities referring business to sellers' stores through the eDigitalPlace affiliate program
"allowance”: the partial reimbursement of the reserve account.
"application form”: application form available at eDigitalPlace.
"charge backs":an approved and settled purchase of the product by consumers for which the purchasing buyer used a credit card and for which credit card transactions are at any time rejected, charged, canceled, denied, reversed due to fraud or otherwise canceled for any reasons, or charged back by the issuers.
"confidential information":eDigitalPlace programs, processes, copyrighted or other software, (including the software and documents, equipment and other intellectual property including, but not limited to, all information concerning systems and operations, technical specifications, pricing, this agreement, technology (including encryption technology), business plans and projections and all other business information as well as all information concerning or originating from eDigitalPlace, its customers, providers or licensors)
"customer" or "customers”:one or all of the persons who plans to, or have purchased the product
"customer transaction”:any transaction made by customer;
"eDigitalPlace affiliate network": the affiliate network provided by eDigitalPlace and/or its subcontractor(s) as described in this agreement in which eDigitalPlace (in its sole discretion) has granted you the right to participate as an affiliate.
"payment period":will be defined in section 17 of the terms and conditions.
"payouts": financial compensation for referral sales, earned by an affiliate from a seller.
"program": marketing program offered by a seller to affiliates for the referral of potential customers to a seller's store.
"referral link": an internet URL, which identifies you as the affiliate when referring customer(s) to a particular seller's store.
"referral sale": the purchase of a seller's products and/or services by a buyer, referred to seller, through a referral link.
"refund": an approved and settled purchase of products and/or services by a buyer for which the buyer requests a cancellation and requests to post funds from the merchant’s bank account back to the customer’s credit card account as a refund for a previous charged transaction.
"seller": an organization, business or entity participating in the eDigitalPlace affiliate network whose products and/or services are sold through the eDigitalPlace service.
"special terms”: a seller may have special terms of use put forth, which are product/service/situation-specific, or impose limitations on how you may promote that specific product and/or service
"store": an online commerce website hosted on one of eDigitalPlace's electronic commerce sales platform.
SECTION 2 -AFFILIATE PROGRAM:
eDigitalPlace will allow you to apply and participate in programs through the eDigitalPlace affiliate network, as described in this agreement. The program allows affiliates to promote market and advertise the sale of the products and/or services, using eDigitalPlace proprietary software, technologies, and related services, and to share in revenues from such sales as described herein.
Any special terms, which may be defined by the seller, will be presented via hyperlink and must be accepted before promote that specific products and/or services. These special terms and conditions will be considered part of the present agreement, and may be changed, replace, limit, clarify or otherwise supersede the provisions of the present terms and conditions. To the extent a term in the special terms conflicts with the provisions of the present agreement, the term in the special terms shall regulate the agreement. You agree that the seller or eDigitalPlace may alter, change or replace any terms or special terms at any time, with or without notice by posting the new special terms on the eDigitalPlace affiliate network website, and any changes will become effective immediately upon their posting. You should review the special terms regularly to ensure you are familiar with the latest terms. Affiliate also must be bound of any changes we made or future Problem and opportunity .
SECTION 3 – APPLICATION:
It is mandatory that you must complete all the required fields during the sign-up process, and you agree to provide us with your full name and valid contact information including e-mail and mailing address and that the details are correct and not incorrect, false or incomplete account information. In the case of affiliates who do not own a website, they are required to specify their marketing strategies for the products and/or services in the box provided on the application form for the website URL (i.e. Search engine marketing; print ads; newsletters; e-mails; etc.).
We may decline your application if we determine that your website and/or marketing strategy is incompatible with the program for any reason. Unsuitable websites consist of websites that:
• Contain content that is defamatory, threatening, unlawful, obscene or otherwise objectionable;
• Promote illegal activities;
• Promote violence;
• Promote sexually explicit materials;
• Violate or infringe upon intellectual property rights.
eDigitalPlacereserves the right to decline your application and suspend your account, at any time, however you may apply again in the future if your application was rejected
SECTION 4 –REVISIONS:
eDigitalPlace reserves the right to alter these terms and conditions,at anytime, at its sole discretion, without prior notice. It is your responsibility to regularly review these terms and conditions and your continuous participation in the eDigitalPlace program. Following any such change, whether or not you have reviewed such change, you agree to these terms and any changes that may be made to these terms in the future.
SECTION 5 - RESTRICTIONS:
eDigitalPlace reserves the right to impose restrictions on sales of products and/or services through stores in eDigitalPlace 's sole discretion and to refuse to process transactions to any buyers for any reason. Specifically, eDigitalPlace may limit or restrict sales to a minimum or maximum retail price, impose limits on the number or amount of purchases which may be charged to an individual credit card account during any time period, or refuse to accept orders from customers with a previous history of questionable charges.
SECTION 6 -AFFILIATE WEBSITE:
All materials that appear on your website should comply with the rules and regulations of this agreement.
SECTION 7 -PROCESSING ORDERS:
We reserve the right to reject any orders that do not comply with any and all of our requirements that we periodically may establish.
SECTION 8 – SUPPORT:
The eDigitalPlace affiliate network website provides online support which is available in the contact section.
SECTION 9 – AFFILIATE ACCOUNT:
When you register, a user id and password will be given to you to access certain parts of the eDigitalPlace affiliate network website, including the tracking tools. You shall be responsible for all activity and usage on your account and for theft,loss or unauthorized disclosure of your password. You shall immediately notify eDigitalPlace in writing of any suspected or known unauthorized use of your eDigitalPlace account.
SECTION 10 - SALES TRACKING:
The sales activity will be made available to you, as well as online sales reports. You agree to rely on, and not to dispute or challenge, the sales tracking and other information that eDigitalPlace affiliate system statistics compiles, including the statistic reports in connection with the affiliate program.
SECTION 11 –COPYRIGHTS:
For each accepted affiliate seller program that you participate in, eDigitalPlace grants to you a non-sub licensable, revocable,non-transferable, royalty free, worldwide, non-assignable, restricted right to display referral links as well as any applicable marketing support materials provided by sellers, in all cases for the limited purposes of marketing the seller's products and/or services, and in any event subject to the terms and conditions of this agreement and the seller’s terms for each program. This grant of rights is conditioned upon you: (a) not otherwise modifying nor copying, in any way, any marketing support materials or other materials made available to you through the eDigitalPlace affiliate network; and (b) not altering or removing any trademark, copyright, or other notices or legends in any such materials.
You grant eDigitalPlace (and to each seller with which you have agreed to their seller program terms) a royalty free, revocable, international license to display and distribute your name, branding and/or logos for the sole purpose of promoting you to sellers and advertising that you are a participant in the eDigitalPlace affiliate network and are a member of seller's program.
The referral links and marketing support materials are owned or licensed exclusively and solely by eDigitalPlace or a seller, as appropriate, and you agree not to challenge or infringe any of their respective proprietary rights. Your use of these shall apply to the benefit of eDigitalPlace or sellers, as appropriate. You agree, upon eDigitalPlace's demand, to promptly stop or alter any of your uses of these, which eDigitalPlace or a seller deems to be improper or which may have the potential to put the business of eDigitalPlace and/or seller(s) at risk.
You may not use eDigitalPlace's or any seller's names, trademarks, service marks or domain names in any manner, that would reasonably lead a person to believe that you are acting as eDigitalPlace or the seller or that you are acting in any manner other than an non-exclusive approved affiliate. Unless expressly allowed in special seller terms for a program, you may not describe yourself as an 'sales representative,’ 'authorized dealer,' 'agent,' ' or otherwise through the use of any other term or in any other manner which implies you are anything other than an affiliate as described in this agreement. You may not state that you or your business has been 'approved' or 'endorsed' by eDigitalPlace or any seller.
ECTION 12 - AFFILIATE PAYMENT:
The commission that you’ll earn depends on all referral sale excluding charge backs and refunds.
Payouts shall be calculated in us dollars. If eDigitalPlace agrees (in its sole discretion) to make payment to you in another currency, the conversion rate shall be determined in accordance with eDigitalPlace's operating standards using the rates prevailing upon the transaction date that payment is made to you, or upon the basis of historical conversion rates if rates are unavailable at that time (eDigitalPlace may charge you for reimbursement of any service fees or other fees that eDigitalPlace may owe to financial institutions or money transmitters as a result of conversion).
SECTION 13 – REFUNDS AND CHARGE BACK FEES:
You agree and acknowledge that your payouts from a program are subject to refunds that accrue after the payment period. eDigitalPlace will calculate and deduct these refunds as charges against any other payments owed to you in subsequent payment periods, and that you will remain responsible to eDigitalPlace in any event for outstanding negative balances which arise out of refunds related to your referral sales.
For each such charge back, in relation to the purchase by a buyer of any product and/or services, eDigitalPlace shall deduct a charge back fee of $20.00 USD.
SECTION 14 - RESERVE ACCOUNT:
eDigitalPlace shall hereby deduct from the payments and establish a reserve account (the "reserve account") to ensure eDigitalPlace recovery of any liabilities owed to it or reasonably anticipated to be owed to it by the affiliate pursuant to this agreement including, without limitation, all liabilities in respect of actual and/or potential post-termination refunds, post-termination charge back, post-termination fees, and charges, indemnifications and expenses due or anticipated to be due to eDigitalPlace from the affiliate. The reserve account shall be funded and maintained by eDigitalPlace withholding from the payments. The amount of the reserve account shall be no less than ten percent (10%) of the bi-monthly payment owed to affiliate for each payment period and released as an allowance, six payment periods thereafter.
eDigitalPlace may also, at its sole discretion, and without notice to the affiliate, reasonably amend the amount required in the reserve account in order to mitigate against potential losses to eDigitalPlace as a consequence of its performance hereunder. eDigitalPlace shall retain possession of the amounts in the reserve account for the term of the agreement and three (3) months after its termination or cancelation and such additional time as may be necessary in order to mitigate against potential liabilities of eDigitalPlace hereunder.
eDigitalPlace shall have the right to withdraw from the reserve account any and all amounts owed to it under these presents without notice or demand. eDigitalPlace’s rights to sums owed to it by the affiliate pursuant to these presents shall in no way be limited by the balance or existence of the reserve account. eDigitalPlace’s rights with respect to the reserve account shall survive the termination of our business relationship and the present agreement.
In the event that the reserve account is insufficient to pay the amounts owing by the affiliate, the affiliate shall pay the balance thereof within five (5) business days following receipt written invoice for such amount.
SECTION 15 - FRAUDULENT TRANSACTIONS:
eDigitalPlace is not obligated to pay you any amounts in your account connected with activities deemed to be fraudulent or criminal by eDigitalPlace in its sole and reasonable discretion. The existence or possibility of fraud or criminal activity will be determined by eDigitalPlace in its reasonable discretion, and eDigitalPlace may make any inquiries and investigations eDigitalPlace deems appropriate.
SECTION 16 -TERMS OF PAYMENT:
The earnings due to you are calculated by eDigitalPlace. You can see the amount owed to you in the statistics section of eDigitalPlace statistics report. The earnings are calculated as follow:
(((commission – (refunds + chargebacks)) – reserve) + allowance) – Fees (including chargeback fees and payment management fees)
All payments will be made in us dollars. Payments will be made on a bi-weekly schedule: from the 1st to the 15th of each month and from the 16th to the end of each month "hereinafter the payment period". Payments are sent within 5 business days at the end of the next payment period. Payments are sent if minimum payout of $1,000 is reached. If not reached, the monies are carried over until minimum payout is reached.
Using incorrect payout names or providing the program with false information is considered fraud (especially if the affiliate is caught infringing the rules on another account). The account will be terminated and all payments stopped.
Payment obligations to affiliate, any payment paid to affiliate are paid by eDigitalPlace on behalf of the seller. eDigitalPlace’s payment of commission does not create any obligations by eDigitalPlace to continue making payments. eDigitalPlace has no liability for same. If at any time the seller funds in eDigitalPlace‘s possession are insufficient to satisfy any of seller's financial obligations to affiliate or if eDigitalPlace does not make payment of earned commission to affiliate for any other reason, then affiliate's sole and exclusive remedy shall be to assert a claim directly against the seller(s).
SECTION 17 – AFFILIATE ADVERTISING CAMPAIGNS:
Affiliate may market eDigitalPlace’s products and/or services . Affiliate may, for example, post links on its website or as otherwise permitted. Notwithstanding the foregoing, eDigitalPlace may impose restrictions and guidelines on how affiliate may market eDigitalPlace’s products and/or services .
You may not bid on keywords, terms or phrases that violate or infringe on a copyrighted or trademarked property. Many merchants are restricting the use of their copyrighted/trademarked properties in paid search networks and paid inclusion search engines, thus we must respect their rights and ask that you refrain from using any and all trademarked terms where the merchant has specifically forbid the use of their copyrighted/trademarked properties names and phrases in the ads' text and keyword/phrase bidding.
You may not make any inflammatory or untrue statements in your ads. To avoid conflicts and to protect the integrity of our brand, we reserve the right to suspend any affiliates activities and thus their commissions for phrases that we feel make untrue or inflammatory claims of our services or websites.
You may link only to approved pages on our website. You may create gateway pages and sales pages.
Affiliates who choose to market via PPC or SEO must use ethically acceptable copy (keywords, terms, metatags, descriptions and web designs) in their advertising campaigns. Ethically acceptable copy is considered copy that in no way deceptive or impose upon the trademarks, copyrights or intellectual property of another product, company or entity. eDigitalPlace will protect his reputation, intellectual property, copyright and goodwill. eDigitalPlace may, from time to time, require affiliates to clarify website content and ad copy and claims/representations made to customers. Affiliate cooperation is required and recommended changes must be complete within reasonable time.
You agree to make no such promotions that suggest or imply any warranty or other policy that might conflict with eDigitalPlace's return policy.
You agree that you will not engage in activities that interfere with our tracking of commissions, or with the normal flow of traffic from affiliates.
SECTION 18 - PRIVACY:
eDigitalPlace reserves the right to be able to utilize any data it derives from use of the referral links or referral sales, which may include information about your performance statistics, to analyze eDigitalPlace affiliate network trends, monitor eDigitalPlace affiliate network efficiencies, maintain the integrity of the referral link code system, promote eDigitalPlace affiliate network capabilities and efficiencies, and promote you to sellers.
We will only use the information you submit to maintain your account. That is, to make your commission payments and to communicate changes in our product offerings. We will not email you with any other company's products and/or services. We will notify you of new banners or text links to facilitate promotion of our products and/or services . We do not now nor will we in the future, sell, rent or otherwise make your personal information available to anyone.
SECTION 19 – TERMINATION:
You agree that eDigitalPlace, in its sole discretion, may terminate your id, password, account (or any part thereof) or participation in the program for any reason, including, without limitation, if eDigitalPlacebelieves that you have violated or acted inconsistently with the agreement. eDigitalPlacemay also in its sole discretion and at any time discontinue providing access to the program, or any part thereof, with or without notice access to the program. You agree that any termination of your access to the program under any provision of this agreement may be effected without prior notice, and acknowledge and agree that eDigitalPlace may immediately deactivate or delete your account and any further access to the program.
You agree that any of the following actions by you or anyone under your control will result in all of your accounts being terminated without pay, all of your unpaid commissions being forfeited to company, and will further result in you being precluded from ever participating in any of our programs:
• dissemination of unsolicited bulk e-mail, instant messages, chat room, newsgroup, icq or irc postings or any other forms of spam;
• promoting or dealing in content such as: warez, passwords, unauthorized copies of copyrighted mp3's, bestiality, rape, child pornography, violence, or any other illegal activity. This includes use of prohibited content in hidden meta tags, text, links, graphic(s) or any html;
• attempting to mislead or defraud eDigitalPlace in any way; including, but not limited to acts of credit card or check fraud, excessive chargeback/refund/reversals activity (above 1% combined of total sales), click fraud, identity theft, money laundering, or if we find that you have cheated in any program, including other affiliate programs not operated by eDigitalPlace, we reserve the right in our sole and absolute discretion to cancel your participation in any and all programs, at any time, without prior notification, and you will not be paid for any of the programs in which you have participated or allowed back into any of our programs.
• directing traffic by using a misleading domain name on the internet that may either deceive a person into viewing material that is obscene in nature or deceive a minor into viewing material that is harmful to minors on the internet; or infringes on copyrights, trademarks or patents of others.
• hijacking traffic;
• generating hits or signups as a requirement to enter or obtain access to goods or services on your (or someone else's) website;
• engaging any sort of mechanism or effort that falsely generates hits or signups, including signups by the affiliate.
• violating or infringing any rights of any person or entity, including without limitation, any copyrights, trademark rights, patent rights, rights of publicity, privacy rights or any other intellectual, personal or property right violation or infringement;
• cheating or defrauding any other affiliate program or sponsor;
• misrepresenting our website(s) in any manner, including but not limited to, misrepresenting the cost of membership, terms of membership, or content contained within our website(s);
• misusing our website terms and conditions, including but not limited to, instructing the member to sign up and cancel is also not permitted in any way, shape or form;
• unauthorized modification, alteration or use of program materials in violation of the terms of this agreement;
• you acknowledge and agree that eDigitalPlace shall have the right to deny or withhold payment from you and to terminate you from the program if there has been an abnormal number of chargebacks or cancellations of memberships or subscriptions which have been referred to eDigitalPlace’s websites through your website or marketing activities including but not limited to e-mail solicitations and newsletters. You further acknowledge and agree that eDigitalPlace shall have the right, in its sole and exclusive judgment, to determine what constitutes an abnormal number of chargebacks or cancellations of memberships or subscriptions.
• you violate any law, statute, ordinance or regulation or promote illegal activities;
• contain or promote obscene materials or child pornography;
• contain any materials which depict persons in a manner to suggest that they are under the age of eighteen years;
• contain or promote harmful or indecent matter to minors;
• promote violence;
• promote discrimination based on religion, sex, age, disability, race, sexual orientation, nationality.
• contain content which is defamatory, libelous, hateful or unlawfully threatening, abusive or harassing;
• include any of the eDigitalPlace’s trademarks or service marks, or variations or misspellings thereof, in your domain names; or
• send unsolicited bulk, junk, spam e-mail or any program, file, data stream or other material which contains viruses, worms, "Trojan horses" or any other destructive feature.
• that you have full authority to enter into this agreement;
• that you will provide accurate and complete information to eDigitalPlace concerning your identity, bank account, address or other required information;
• that all obligations owed to third parties with respect to the activities contemplated to be undertaken by you pursuant to this agreement are or will be fully satisfied by you, so that eDigitalPlace will not have any obligations with respect thereto;
• that you will comply with all applicable federal, state and local laws in the performance of your obligations
In the event that you wish to close your account with eDigitalPlace, you must contact eDigitalPlace in writing and request the account to be closed.
SECTION 20 - EFFECT ON TERMINATION:
Once this agreement has been terminated, eDigitalPlace and you agree to the following:
In the event of any violation of any of the provisions of this agreement, we reserve the right to cancel all commissions earned under our program.
You will no longer be credited for referral sales arising out of any transactions on any of sellers' stores that occur on or after the termination date.
Your obligation to pay eDigitalPlace for any shortfall in your account (e.g., any obligations you may have arising out of chargebacks) survives the termination of the agreement. Without limiting the foregoing, you will satisfy any obligations you may have regarding chargebacks to eDigitalPlace upon eDigitalPlace's or any applicable seller's demand, or within 30 days of the effective date of termination, whichever comes sooner.
All grants of rights to you under by sellers or otherwise under this agreement will terminate, and you will immediately remove references to eDigitalPlace's name and those of sellers, and any referral links and marketing support materials, from your website, as well as from any other marketing materials which you distribute, publish or broadcast after the date of the termination.
You will continue to be responsible for any liability that might arise out of your participation in the eDigitalPlace affiliate network (including without limitation fraudulent transactions, any infringement of intellectual property rights, and any other violation of law that may have occurred as a result of that participation). The provisions of this agreement which contemplate their survival past the term of this agreement shall survive the termination of this agreement, including but not limited to eDigitalPlace's reserve rights and all of your indemnity obligations.
SECTION 21 - DISCLAIMER:
eDigitalPlace makes no promises or warranty to you that customers will purchase products and/or services . You expressly agree that your participation in the program and the use of eDigitalPlace services is at your sole risk. The service and the program are provided on an "as is" and an "as available" basis. We do not make, and hereby disclaim, any warranties or representations regarding the service, the program, the website and the products and/or services and services offered through the website or any portion thereof, express, implied or statutory, including (without limitation) implied warranties of merchantability, fitness for a particular purpose or non-infringement of third party rights. You and eDigitalPlace each agree to use commercially reasonable efforts to keep their websites operational at all times. However, both parties acknowledge that downtime due to force majeure events (i.e., events outside of a party's control) and scheduled maintenance will occur from time to time. The parties therefore do not warrant that their websites will be free of errors and operational at all times and more particularly that referral links will be functional at all times and that eDigitalPlace stores will operate at all times or without error. The parties agree that no party shall be liable to the other for any interruption to its service for any reason. Except for any obligations eDigitalPlace has to pay you the payouts, you agree that your sole and exclusive remedy for any breach of this agreement by eDigitalPlace is for you to terminate this agreement.
SECTION 22 -LIABILITY:
You acknowledge and agree that under no circumstances shall eDigitalPlace, its employees, authors, agents, independent representatives, contractors, assigns and successors be liable to you, or any other person or entity, for any direct or indirect losses, injuries, special or incidental or consequential damages of any kind (including, without limitation, damages for loss of business profits, goodwill, business interruption, loss of business information, or other incidental or consequential damages or any other pecuniary loss) and any exemplary punitive or special damages with regard to any link to any eDigitalPlacewebsites, or arising from or in connection with the use of the program materials, or due to any omissions, delays, errors, mistakes, interruptions in the transmission, or receipt of company’s services, including without limitation any losses due to server problems, computer or other equipment failure, or due to incorrect placement of html, regardless whether based upon breach of contract, negligence or any other claim or cause of action, content or program materials, , in the event of any network downtime, computer or technical error we will not be held responsible for any lost hits, traffic,signups or income.
You hereby agree that we will not be liable for indirect, special or consequential damages or any loss of revenue, profits or data arising in connection with this agreement or the service, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this agreement and the service will not exceed the sum of one hundred (100) Barbados dollars.
The terms of this agreement reflect an agreed upon allocation of risk between the parties supported by (among other things) the pricing agreed to between the parties, and this allocation is a fundamental part of the basis of the bargain between them.
SECTION 23 – INDEMNIFICATION:
Affiliate shall indemnify and defend eDigitalPlace, its partners, agents, affiliates, and licensors from any third party claim or liability (collectively, "liabilities"), arising out of use, affiliate's program use, and breach of the present agreement.
SECTION 24 - GOVERNING LAW AND JURISDICTION:
This agreement and the obligations of the parties hereto shall be governed by and construed in accordance with the laws applicable in the commonwealth of the Bahamas, excluding any conflicts of law dispositions.
Each party agrees (i) that any dispute, including but not limited to any difference, claim, counter-claim, controversy, action or proceeding relating to this agreement shall be brought in any court of competent jurisdiction in the commonwealth of the Bahamas located in the city of Nassau, and for that purpose now irrevocably and unconditionally submits to the jurisdiction of such court; (ii) not to oppose any such action or proceeding on the basis of forum non conveniens or for any other reason; and (iii) not to oppose the enforcement against it in any other jurisdiction of any order duly obtained from such court as contemplated by this section.
SECTION 25 – NOTICES:
We will e-mail you notices about our programs and your account based on the information that you provide to us.
You agree to provide eDigitalPlace with an active and working email address related to your account and to respond within 48 business hours to any email communication from eDigitalPlace to you.
SECTION 26 - ELECTRONIC SIGNATURES:
You hereby agree to the use of electronic signatures, contracts, orders and other records and to electronic delivery of notices, policies and records of transactions initiated or completed through the eDigitalPlace affiliate network provided by eDigitalPlace. Further, you hereby waive any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by other than electronic means.
SECTION 27 – MISCELLANEOUS:
The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of this agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this agreement will otherwise remain in full force and effect and enforceable. In any action or proceeding to enforce rights under this agreement, the prevailing party will be entitled to recover costs and reasonable attorney’s fees.
