License Agreement

This License Agreement (this “Agreement”) is made and entered into by and between BeetsDAO Holdings LLC, a Delaware limited liability company (“BeetsDAO Holdings” or “us”) on the one hand and any owner of any Metamorphic (as defined below) (“you” or “Purchaser”). For purposes of this Agreement, the parties may collectively be referred to as the “Parties” or individually as a “Party”. 

By purchasing, owning or holding a Metamorphic, you do hereby acknowledge that you have carefully read and have knowingly and voluntarily agreed to the terms set forth in this Agreement.

1. Definitions. 

(a) “Metamorphic NFT”, or “Metamorphic”, shall refer to an ERC-721 standard non-fungible token (“NFT”) that at issuance contains images of Generative Art and/or Music. For the avoidance of doubt “Metamorphic” shall furthermore include the NFTs located at the following Ethereum smart contract addresses: ___________________________ and ___________________________.

(b) “Generative Art” shall be defined as the images, videos, 3D or VR compositions or other media of the specific Music character that is embodied into a particular NFT.

(c) “Music” shall be defined as the music copyrights sublicensed by Niall Dailly and Plus One Music LTD and characteristics of the music (including the NFTs located at ___________________________).

(d) “Metamorphic Art” shall be defined collectively as the Music and Generative Art.

2. Ownership of Metamorphic.

Upon the purchase of a Metamorphic NFT, Purchaser shall own the rights to that Metamorphic and, subject to the terms of this Agreement, shall have the right to sell, transfer, assign, convey or otherwise dispose of the Metamorphic. Notwithstanding the language in this section, Purchase acknowledges and agrees that Purchaser shall have no ownership interest to the Metamorphic Art.

3. License.

(a) Non-Commercial Use. Subject to Purchaser’s adherence to the terms and conditions set forth in this Agreement, BeetsDAO Holdings does hereby grant to Purchaser, for so long as Purchaser retains ownership of a Metamorphic NFT (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, non-sublicensable, revocable license, to use, copy and display the Metamorphic Art, as well as the Music that is embodied within the Generative Art that is linked to Purchaser’s Metamorphic NFT, for the following purposes: (i) for Purchaser’s personal, non-commercial use, including archive copies and physical print outs and (ii) to sell or otherwise transfer the Metamorphic NFT, in accordance with the terms and conditions set forth in this Agreement.

(b) Merchandise License to Music. Subject to Purchaser’s adherence to the terms and conditions set forth in this Agreement, BeetsDAO Holdings does hereby grant to Purchaser, for so long as Purchaser retains ownership of a Metamorphic NFT (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, non-sublicensable, revocable license, to use, copy, distribute and display the Music linked to Purchaser’s Metamorphic NFT for the purpose of creating and selling physical merchandise featuring the Music (“Merchandise”). Purchaser may exercise its rights to the Merchandise through third party manufacturers. Purchaser’s rights to the Merchandise include only the right to use the Music to manufacture and sell physical Merchandise in which an unmodified version of the Music is embodied. Purchaser acknowledges and agrees that no additional content, whether owned by Purchaser or a third party, may be added to or embodied into the Merchandise. Upon the termination or revocation of Purchaser’s license to the Music; Purchaser’s rights to the Merchandise shall terminate, and Purchaser must immediately cease all further use of the Music, including all marketing and sale of the Merchandise and Purchaser shall promptly destroy any remaining stock of Merchandise in Purchaser’s possession or control.

(c) Commercial License to Generative Art. Subject to Purchaser’s adherence to the terms and conditions set forth in this Agreement, BeetsDAO Holdings does hereby grant to Purchaser, for so long as Purchaser retains ownership of an Metamorphic NFT (as recorded on the relevant blockchain), a non-exclusive, worldwide, royalty-free, sublicensable, revocable license, to use, copy, distribute and display the Generative Art linked to Purchaser’s Metamorphic NFT for Commercial Purposes. For purposes of this Agreement, “Commercial Purposes” shall be defined as the creating, marketing, selling, and distribution of physical and digital goods and content. For purposes of illustration, such Commercial Purposes shall include apparel, animation, comics, audiovisual works, literary works and musical works. Notwithstanding the grant of rights set forth in this section, Purchaser shall be prohibited from creating derivative works of the Generative Art, provided however that Purchaser may modify or adapt the Generative Art so as to be able to display the applicable Metamorphic NFT character in any goods or content that are created in accordance with the terms of this Agreement. Upon termination of Purchaser’s license to the Generative Art, Purchaser shall cease all marketing, distribution, or sale of any goods, media or content that feature the Generative Art and Purchaser shall cease all further use of the Generative Art for Commercial Purposes.

4. Reservation of Rights.

(a) General. BeetsDAO Holdings does hereby reserve all rights that are not expressly granted to Purchaser in this Agreement. Purchaser acknowledges and agrees that BeetsDAO Holdings owns and shall retain all ownership and intellectual property rights in and to the Metamorphic Art. Purchaser shall not permit any third party to modify the Metamorphic Art, except as expressly permitted herein, or use the Metamorphic Art as a brand or trademark or to advertise, market, or sell any product or service except to advertise, market or sell any Merchandise or works created in connection therewith.

(b) Limitations. Purchaser expressly acknowledges and agrees that Purchaser’s rights to the Merchandise do not include the right to: (i) use the Music in media; (ii) use the Generative Art or Music to create additional NFTs or other digital items; (iii) use the Generative Art or Music as a trademark or brand or for any advertising or marketing purposes, except as permitted in this Agreement, (iv) create derivative works of the Generative Art comprising new works or replicas of the Generative Art that are featured in a Metamorphic NFT to which Purchaser does not own, (v) use the Metamorphic NFT in connection with any media or merchandise that promotes hate speech, illegal activities, vulgarity, obscenity, offensive behavior, violence, cruelty or political statements, (vi) register any trademark, copyright, or otherwise acquire additional intellectual property rights in or to the Metamorphic Art and (v) represent or imply that your exercise of the licenses is endorsed by or affiliated with BeetsDAO Holdings or any other party associated with Metamorphic.

(c) No Rights to Intellectual Property. For purposes of clarity, the grant of licenses set forth in this Agreement does not include any right, title, interest or license in or to any copyright, trademark or service mark of BeetsDAO Holdings or Plus One Music LTD. Purchaser agrees to not use (for any purposes outside of this Agreement) or attempt to register any asset, including any domain names, social media profiles or any accounts that contains or incorporates, in whole or in part, any artwork, name, imagery, music, content, media or mark that may be confusingly similar to BeetsDAO Holdings’ copyrights, trademarks or service marks.

5. Representations & Warranties.

Purchaser represents and warrants that Purchaser: (i) is of the age of majority in Purchaser’s jurisdiction, (ii) has the legal capacity to enter into this Agreement, (iii) shall only use the Metamorphic and Metamorphic Art in accordance with the terms of this Agreement and only for lawful purposes, (iv) shall not use the Metamorphic or Metamorphic Art in a manner which violates or infringes upon any law, regulation or intellectual property or privacy rights of BeetsDAO Holdings or any third party, and (v) shall not transfer an Metamorphic to any transferee located in a jurisdiction that is subject to any government embargoes, restrictions or prohibitions.

6. Transfers.

In the event Purchaser lawfully, and in accordance with the terms and conditions of this Agreement, transfers an Metamorphic to a third party, then such transferee, by purchasing, accepting, accessing or otherwise using the Metamorphic or Metamorphic Art, shall be deemed to have accepted all of the terms of this Agreement as a “Purchaser” hereof. In the event of such transfer, Purchaser does hereby expressly agree to provide notice to the transferee of this Agreement, including the terms, conditions and restrictions set forth herein. Purchaser further acknowledges and agrees that any subsequent transactions of an Metamorphic shall be effected on the relevant blockchain network that is governing the Metamorphic, and Purchaser shall be required to make or receive payments exclusively through Purchaser’s cryptocurrency wallet.

7. Disclaimers.

THE Metamorphic ARE PROVIDED TO PURCHASER "AS IS" AND "AS AVAILABLE", BeetsDAO Holdings DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF TITLE, NON-INFRINGEMENT, ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. BeetsDAO Holdings DOES NOT GUARANTEE THAT THE NFT MARKETPLACE WILL ALWAYS BE SAFE, SECURE OR ERROR-FREE OR THAT THE NFT MARKETPLACE WILL ALWAYS FUNCTION WITHOUT DISRUPTIONS, DELAYS OR IMPERFECTIONS. BeetsDAO Holdings IS NOT RESPONSIBLE FOR THE ACTIONS OR INFORMATION OF THIRD PARTIES, AND PURCHASER DOES THEREBY RELEASE BeetsDAO Holdings FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH ANY CLAIM PURCHASER MAY HAVE AGAINST ANY SUCH THIRD PARTIES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO SOME OF THESE EXCLUSIONS MAY NOT APPLY TO PURCHASER. PURCHASER UNDERSTANDS THAT BeetsDAO Holdings CANNOT AND DOES NOT GUARANTEE OR WARRANT THAT FILES AVAILABLE FOR DOWNLOADING OR OTHERWISE ACCESSIBLE FROM THE INTERNET WILL BE FREE OF VIRUSES, WORMS, TROJAN HORSES OR OTHER CODE THAT MAY MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES. USER IS RESPONSIBLE FOR IMPLEMENTING SUFFICIENT PROCEDURES AND CHECKPOINTS TO SATISFY PURCHASER’S PARTICULAR REQUIREMENTS FOR ACCURACY OF DATA INPUT AND OUTPUT, AND FOR MAINTAINING A MEANS EXTERNAL TO THE SITE FOR THE RECONSTRUCTION OF ANY LOST DATA. BeetsDAO Holdings DOES NOT ASSUME ANY RESPONSIBILITY OR RISK FOR PURCHASER’S USE OF THE INTERNET. BeetsDAO Holdings DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING USE, OR THE RESULT OF USE, OF THE Metamorphic OR Metamorphic ART IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE. THE Metamorphic OR Metamorphic ART MAY INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS, AND BeetsDAO Holdings MAY MAKE CHANGES OR IMPROVEMENTS AT ANY TIME. PURCHASER, AND NOT BeetsDAO Holdings, ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION IN THE EVENT OF ANY LOSS OR DAMAGE ARISING FROM THE Metamorphic. BeetsDAO Holdings DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE Metamorphic’S OR Metamorphic ART’S APPROPRIATENESS OR AUTHORIZATION FOR USE IN ALL COUNTRIES, STATES, PROVINCES, COUNTY OR ANY OTHER JURISDICTIONS.

BeetsDAO Holdings MAKES NO WARRANTY THAT THE Metamorphic WILL MEET PURCHASER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BeetsDAO Holdings MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ARISING OUT OF OR RELATED TO THE Metamorphic NFT OR Metamorphic ART.

Metamorphic DOES NOT CONTROL THE DECENTRALIZED LEDGER IN WHICH ANY TRANSFER OF TITLE RELATED TO A METAMORPHIC NFT MAY BE CONTAINED IN. BEETSDAO HOLDINGS, LLC DOES NOT GUARANTEE THE IDENTITY, LEGITIMACY OR AUTHENTICITY OF ANY ASSETS THAT ARE PURCHASED THROUGH THE NFT MARKETPLACE AND DOES NOT GUARANTEE THE EFFECTUATION OF ANY TRANSFER OF TITLE OR RIGHTS IN ANY Metamorphic.

BEETSDAO HOLDINGS, LLC IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE METAMORPHIC NFT. BeetsDAO Holdings IS NOT RESPONSIBLE FOR DAMAGES ARISING OUT OR IN CONNECTION WITH ANY REPORT BY DEVELOPERS OR REPRESENTATIVES OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE Metamorphic, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.

BEETSDAO HOLDINGS, LLC IS NOT RESPONSIBLE FOR REPAIRING, SUPPORTING, REPLACING OR MAINTAINING THE WEBSITE OR SERVER THAT IS HOSTING THE METAMORPHIC ART

8. Limitation of Liability.

IN NO EVENT WILL BeetsDAO Holdings OR ITS PROVIDERS, SUPPLIERS, ADVERTISERS AND SPONSORS, BE RESPONSIBLE OR LIABLE TO YOU OR ANYONE ELSE FOR, AND YOU HEREBY KNOWINGLY AND EXPRESSLY WAIVE ALL RIGHTS TO SEEK, DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY TYPE, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (even if BeetsDAO Holdings has been advised of the possibility of such damages), AND ANY RIGHTS TO HAVE DAMAGES MULTIPLIED OR OTHERWISE INCREASED, ARISING OUT OF OR IN CONNECTION WITH A METAMORPHIC NFT OR Metamorphic ART, EVEN IF BeetsDAO Holdings HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM IS BASED UPON ANY CONTRACT, TORT, OR OTHER LEGAL OR EQUITABLE THEORY. WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT BeetsDAO Holdings WILL HAVE NO LIABILITY OR RESPONSIBILITY WHATSOEVER FOR: (I) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (II) SERVER FAILURE OR DATA LOSS; (III) CORRUPTED CRYPTOCURRENCY WALLET FILES; (IV) UNAUTHORIZED ACCESS TO THE METAMORPHIC NFT; OR (V) ANY UNAUTHORIZED THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST BLOCKCHAIN NETWORK UNDERLYING THE METAMORPHIC NFT.

THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE ALLOCATION OF RISK BETWEEN US IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN US. OUR AGGREGATE LIABILITY ARISING OUT OF THESE TERMS OR THE USE OF THE SERVICE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF DAMAGES, SO THESE MAY NOT APPLY TO YOU. IN SUCH CASES, OUR LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. IN NO EVENT WILL ATTORNEYS' FEES BE AWARDED OR RECOVERABLE.

IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY EXPRESSLY WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.

BeetsDAO Holdings MAKES NO WARRANTY THAT THE Metamorphic WILL MEET PURCHASER’S REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. BeetsDAO Holdings MAKES NO WARRANTY REGARDING THE QUALITY, ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY INFORMATION OR CONTENT ARISING OUT OF OR RELATED TO THE Metamorphic NFT OR Metamorphic ART.

Metamorphic DOES NOT CONTROL THE DECENTRALIZED LEDGER IN WHICH ANY TRANSFER OF TITLE RELATED TO A METAMORPHIC NFT MAY BE CONTAINED IN. ANDROMEDA BEETS DOES NOT GUARANTEE THE IDENTITY, LEGITIMACY OR AUTHENTICITY OF ANY ASSETS THAT ARE PURCHASED THROUGH THE NFT MARKETPLACE AND DOES NOT GUARANTEE THE EFFECTUATION OF ANY TRANSFER OF TITLE OR RIGHTS IN ANY Metamorphic.

BeetsDAO Holdings IS NOT RESPONSIBLE ANY KIND OF FAILURE, ABNORMAL BEHAVIOR OF SOFTWARE (E.G., WALLET, SMART CONTRACT), BLOCKCHAINS OR ANY OTHER FEATURES OF THE METAMORPHIC NFT. BeetsDAO Holdings IS NOT RESPONSIBLE FOR DAMAGES ARISING OUT OR IN CONNECTION WITH ANY REPORT BY DEVELOPERS OR REPRESENTATIVES OF ANY ISSUES WITH THE BLOCKCHAIN SUPPORTING THE Metamorphic, INCLUDING FORKS, TECHNICAL NODE ISSUES OR ANY OTHER ISSUES HAVING FUND LOSSES AS A RESULT.ANDROMEDA BEETS IS NOT RESPONSIBLE FOR REPAIRING, SUPPORTING, REPLACING OR MAINTAINING THE WEBSITE OR SERVER THAT IS HOSTING THE METAMORPHIC ART

9. Assumption of Risk.

Purchaser does hereby expressly accept and acknowledge all risk and responsibility associated with the: (i) determining, calculating and paying any taxes that may be applicable to Purchaser’s purchase, sale, or transfer of a Metamorphic NFT, (ii) storing, sending, receiving or transfer of any crypto currency assets that is not controlled by BeetsDAO Holdings, and (iii) use of any internet based digital asset, including the use of any hardware, software or internet connections.

10. Links to Third Party Websites or Resources.

The use or access of a Metamorphic NFT may contain images and content, including but not limited to text, software, images, graphics, data, messages, or any other information, and any other content owned, operated, licensed, or controlled by third parties. BeetsDAO Holdings has no control over any third party sites or any products or services offered by any third parties. BeetsDAO Holdings is not responsible for and does not endorse the content, products, services, privacy or practices of any such third party. Nor is BeetsDAO Holdings responsible for the availability of such third party sites, products or services.

11. Termination.

Purchaser’s licenses to the Metamorphic Art shall automatically terminate and all rights shall revert to BeetsDAO Holdings if at any time Purchaser breaches any term of this Agreement or if Purchaser engages in any unlawful activity related to the Metamorphic NFT. Upon the termination, discontinuation or cancellation of Purchaser’s licenses to the Metamorphic Art; BeetsDAO Holdings may, in its sole discretion, disable Purchaser’s access to the Metamorphic Art and Purchaser shall delete, remove, or otherwise destroy any back up or digital or physical copies of the Metamorphic Art. 

12. Indemnity.

Purchaser shall indemnify and hold BeetsDAO Holdings, as well as their members, managers, officers, directors, service providers, contractors and employees harmless, against any and all expenses and/or losses, including reasonable attorney fees, incurred by BeetsDAO Holdings in connection with any claims of any kind, that result directly or indirectly from Purchaser’s activities, actions, inactions, misrepresentations, breaches or falsities in connection with this Agreement. Such claims shall include, without limitation, claims in respect of any violation of law.

13. Governing Law and Forum Choice.

This Agreement shall be governed and enforced under the laws of the State of Delaware, without regard to conflicts of law principles. The Parties agree to the exclusive personal jurisdiction and venue in the state and federal courts in the State of Delaware and hereby waives any jurisdiction, venue, forum non-convenient, or similar defenses.

14. Dispute Resolution.

THE PARTIES CONSENT AND STIPULATE THAT THE EXCLUSIVE VENUE OF ANY ARBITRATION PROCEEDING AND OF ANY OTHER PROCEEDING UNDER THIS AGREEMENT SHALL BE KENT COUNTY, DELAWARE (the “Agreed Venue”). For this purpose, the Parties also expressly consent to personal jurisdiction in the Agreed Venue. Any controversy or claim arising out of or relating to the BeetsDAO Holdings, the Metamorphic NFT, or this Agreement shall first be resolved by good faith discussions between the Parties. If the dispute is unable to be resolved, the dispute must be settled by arbitration administered by the American Arbitration Association. The location of the arbitration proceeding shall be Kent County, Delaware. The number of arbitrators shall be three. Delaware law shall apply. Judgment of the award may be entered in any competent court. Except as may be required by law, neither a Party nor its representatives may disclose the existence, content, or results of any arbitration without the prior written consent of both parties. The arbitrators shall have no authority to award punitive damages or injunctive relief. The cost of the arbitration proceeding shall be paid by the unsuccessful party. The arbitrators will be entitled to award the arbitration fees and expenses as damages in his/her discretion. This section shall survive the termination or cancellation of this Agreement. In the event that such controversy or claim results in a lawsuit, the venue of such lawsuit shall be Kent County, Delaware. YOU HEREBY IRREVOCABLY WAIVE ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

15. Miscellaneous. 

This Agreement shall transfer to and endure to the benefit of and be binding upon the Parties and their respective transferees, successors and assigns. This Agreement sets forth the entire understanding of the parties relating to the subject matter hereof, and all prior understandings, written or oral, are superseded by this Agreement. This Agreement may not be modified, amended, waived or supplemented except as provided herein. BeetsDAO Holdings may amend this Agreement at its sole discretion, provided however that BeetsDAO Holdings shall use commercially reasonable efforts to provide notice of any material changes made to this Agreement. No failure or delay on the part of BeetsDAO Holdings in exercising any power or right hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. Nothing contained in this Agreement will be deemed to create, or be construed as creating, a joint venture or partnership between the Parties. This Agreement shall not be construed as granting either Party with any right or authority to act for or on behalf of the other Party. Nothing expressed or implied in this Agreement is intended, or shall be construed, to confer upon or give any person other than the Company, the parties hereto and their respective heirs, personal representatives, legal representatives, successors and assigns, any rights or remedies under or by reason of this Agreement. Each Party hereby expressly acknowledges that it has been advised to seek its own separate independent legal counsel for advice with respect to this Agreement, and that no counsel to any Party hereto has acted or is acting as counsel to any other Party hereto in connection with this Agreement. This Agreement is the joint product of the Parties and each provision hereof has been subject to the mutual consultation, negotiation and agreement between the Parties. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.