The Allscripts Application Store isan online site where Allscripts clients can view information about applicationsthat have been approved through the Allscripts Developer Program. Clients canrequest additional information from an ADP partner, provide feedback or ratingsfor a particular product and connect to other relevant Allscripts sites.Allscripts partners can submit information to be posted on the site, viewinformation specific to Allscripts Developer Program partners and connect toother relevant Allscripts sites.
There is a commercial relationship between Allscripts and ADP Members pursuant to which Allscripts will receive compensation.
You are permitted to use certainportions of the Allscripts Application Store only if and for so long as YourOrganization remains an Allscripts customer of software or software supportservices (“Allscripts Client”) pursuant to a valid written agreement with Us(“Allscripts Client Agreement”), or an authorized Allscripts Developer Programpartner (“Allscripts ADP Partner”) pursuant to a valid written agreement withUs (“ADP Agreement”), and You, as an individual, are authorized to useAllscripts software pursuant to the terms of an Allscripts Client Agreement orADP Agreement (each individual so authorized, an “Authorized User”). Yourepresent and warrant to Allscripts that You are not and do not work for acompetitor of Allscripts (other than an ADP Partner). You may use theAllscripts Application Store only in the course of performing Your regularduties for purposes relevant to Allscripts software offerings and services andrelated healthcare industry workflow and business issues. You agree to notifyAllscripts of any change in Your relationship with Your Organization. If YourOrganization ceases to be an Allscripts Client or an ADP Partner or You ceaseto be an Authorized User, then Your rights to access and use the AllscriptsApplication Store or any Services made available over the AllscriptsApplication Store will immediately and automatically terminate.
Registration and Password.
In order to access and use certainportions of the Allscripts Application Store, You represent and warrant thatYou are at least eighteen (18)years old and have the legal capacity to enterinto these TOU. You will be required to provide information about yourself(such as Your name, Your Organization, and work contact details)and select apassword as part of the registration process. You will be limited to a singleonline persona and agree that You will not register or post under multiple IDs,which can be a deceptive practice and create false impressions. You furtheragree to provide Allscripts with the requested information and will promptlyupdate such information as necessary to ensure it remains accurate, completeand up to date. Users may not use a name already being used by another person,which belongs to (or impersonates) someone else, which violates theintellectual property or other rights of any person (including but not limitedto trademark rights), is offensive, or that Allscripts rejects for any otherreason in its sole discretion. Allscripts may terminate Your account if You donot comply with these terms and conditions, or if You do not provide and retainan accurate, complete and updated profile. You are responsible for maintainingthe confidentiality of Your username and password and You will not share itwith anyone or permit any third party to access or use the AllscriptsApplication Store using Your username and password. You acknowledge and agreethat Allscripts has no responsibility for verifying the identity of anyoneusing Your username and password, and Allscripts may provide access to Youraccount to anyone using Your username and password. You will not use anyaccount other than the account approved for use during Your registration whetheror not You have the permission of the account holder, and accept soleresponsibility for monitoring all activities under Your account and assume fullresponsibility for any third party use of Your account, username and passwordand access to and use of the Allscripts Application Store (unless suchactivities result from a security breach for which Allscripts is responsible).If You become aware of any unauthorized use of Your username, password or Youraccount, You agree to notify Allscripts immediately at the email address orphone number provided for notice in these TOU.
Allscripts respects the privacy ofothers. These TOU incorporate the terms of the Allscripts Application StorePrivacy Statement, which provides details of Our approach to privacy and how Wecollect, use and protect personal information. In addition to thoserestrictions set forth in these TOU on Restricted Content, You are discouragedfrom posting personally identifiable information on the Allscripts Application Storeas such information is not protected and can easily be obtained and used byothers.
Allscripts respects the copyrightsof others and expects You to do the same. Unauthorized copying, modification,distribution, public display or performance of a copyrighted work is aninfringement of the copyright holder’s rights. You agree to comply with theterms of The Allscripts Application Store Copyright Policy, which isincorporated in these TOU by reference, and acknowledge that Allscripts will,in accordance with the Copyright Policy, terminate the account of any user whouses the Site or the Services to infringe the intellectual property rights ofothers.
Conduct, Compliance with Laws andTOU.
You agree to use the AllscriptsApplication Store only for purposes that are permitted by these TOU and anyOther Agreement You have with Us as an Allscripts Client or ADP Partner, andonly in the course of Your work for Us or Your Organization in accordance withan applicable Allscripts Client Agreement or ADP Agreement. Harassing,defamatory, abusive, threatening, obscene, harmful, tortious, defamatory,inappropriate or invasive discussions or postings are not permitted. You agreeto comply with all applicable laws, these TOU, Your Organization’s applicableusage guidelines (to the extent such guidelines do not conflict with these TOU),and The Allscripts Application Store Guidelines, which are incorporated inthese TOU by reference.
Feedback/Uploading and Sharing ofInformation.
By submitting any Feedback to Usthrough the Site, You represent and warrant that such submission is accurate tothe best of Your knowledge, NOT confidential to You or any third party, andthat You have the unqualified rights to disclose such Feedback withoutviolation of any contractual restrictions or other third party rights. We may,in Our sole discretion, use (or not use) any Feedback in connection with Ourdevelopment plans or for any other purpose. We shall exclusively own allFeedback and You hereby irrevocably assign such Feedback to Us. If You provideFeedback in the form of any business, product, or services ideas (includingthose related to new, improved, or enhanced software applications), You agreethat We have no obligation to review use or keep such Feedback confidential. Inthe event You are unable by law or otherwise to assign all rights title andinterest in and to Your Feedback to Us, you hereby grant Us anon-exclusive,irrevocable, perpetual, unlimited, royalty free, world-wide, fully paid up,license in and to any intellectual property rights in such Feedback, includingthe rights for Us to reproduce, modify, distribute, perform, display, andotherwise use Your Feedback for any purpose.
You will not upload or shareinformation in violation of (a)applicable laws, including but not limited tostate and federal requirements pertaining to patient privacy and ProtectedHealth Information (“PHI”) as set forth in the Health Insurance Portability andAccountability Act (“HIPAA”); or(b) any applicable licenses of Your Organization,Allscripts and/or third parties. Specifically, You may not upload or share anyinformation or data incorporating or listing any PHI, or confidential,proprietary, or licensed content, software or other information of YourOrganization, Allscripts or any third party which You have obtained which issubject to restrictions on sharing or use by others (individually andcollectively “Restricted Content”).
Downloading and Using Information.
You may access certain portions ofthe Allscripts Application Store only to the extent You are validly authorizedto do so by Allscripts. You may not download, obtain, print, or use(collectively, “Use”) any Restricted Content or other information which You donot have a license or other right to Use pursuant to Your Client Agreement orADP Agreement.
You agree that Your use of TheAllscripts Application Store shall be at Your own risk and that any content orinformation You obtain from the Site is provided on an “As Is” basis, withoutany representations or warranties by Allscripts, any Allscripts Client, any ADPPartner, or any other third party. Unless expressly permitted otherwise by Usin the TOU, Your ADP Agreement or otherwise in an express writing in advancefrom Us to You, You may not (a) The Allscripts Application Store (b)reverse-engineer, modify, reproduce, republish, or prepare derivative worksbased on, distribute, sell, transfer, publicly display, publicly perform, ortransmit, in connection with Your use of, or any content or informationobtained from, The Allscripts Application Store; (c) disguise the origin ofinformation transmitted through The Allscripts Application Store; (d) placefalse or misleading information on The Allscripts Application Store; (e) inputor upload to The Allscripts Application Store any information which containsviruses, Trojan horses, worms, time bombs or other computer programmingroutines that are intended to damage, interfere with, intercept or expropriateany Content, information or The Allscripts Application Store or that infringesthe intellectual property rights of another; or (f) use or access TheAllscripts Application Store in any way that, in Allscripts’ sole discretion,adversely affects the performance or function of The Allscripts ApplicationStore or interferes with the ability of other Authorized Users to access TheAllscripts Application Store.
Without limiting the generality ofthe foregoing, We do not allow You to deep-link to The Allscripts ApplicationStore; extract, monitor or copy the Site or information through a crawler,spider or other technology that is not commonly used by consumers; or frame orutilize framing techniques to enclose any portion or aspect of information fromThe Allscripts Application Store. If You are in doubt regarding what You mayand may not do on The Allscripts Application Store, seek Our prior permissionat AllscriptsDeveloperProgram@Allscripts.com.
You agree that any breach of theseTOU will cause substantial and irreparable injury and in the event of any suchbreach, in addition to any other available remedies, Allscripts shall have theright to specific performance and other injunctive and equitable relief withoutthe necessity of proving damages, or posting any bond or other security.
Confidentiality and Use.
The information and documentscontained in or accessible through The Allscripts Application Store, includingbut not limited to Site Content (“Allscripts Materials”) contain valuable,confidential information and trade secrets of Allscripts (and/or AllscriptsClients or ADP Partners). You must keep all Allscripts Materials and Yourusername and password in strict confidence in perpetuity and shall not use itfor any purpose other than Your own internal use. You will use at least thesame degree of care as You employ with respect to Your own confidentialinformation, but in no event less than reasonable care, and will take allnecessary steps to prevent the Allscripts Materials or the nature or substancethereof from becoming available to others outside of Your Organization, orbecoming public knowledge. You may only share Allscripts Materials with othersin Your Organization who need to know such information and are under a writtenobligation of confidentiality with respect to the Allscripts Materials to YourOrganization. The foregoing confidentiality restrictions do not apply toAllscripts Materials that have entered the public domain other than as a resultof a disclosure by You or Your Organization in violation of these TOU.
You hereby grant Us and Ourdesignees a non-exclusive, irrevocable, perpetual, unlimited, assignable,sublicensable, fully paid-up and royalty-free worldwide license and right tocopy, prepare derivative works of, improve, distribute, transmit, publish,remove, retain, add, alter, combine with other works, translate, record,rerecord, rewrite, use, exploit and commercialize, in any way now known or inthe future discovered, anything that You submit to The Allscripts ApplicationStore (and, except as provided in an applicable Allscripts Client Agreement orADP Agreement, anything you otherwise submit to Allscripts), in whole or inpart, without need for any payment, notice or permission to or from You or anythird party. Notwithstanding the foregoing, You hereby agree to irrevocablyassign and hereby assign to Allscripts, for no additional consideration, anyand all right, title, and interest in and to anything You submit to TheAllscripts Application Store (and, except as provided in an applicableAllscripts Client Agreement or ADP Agreement, anything you otherwise submit toAllscripts) that is used by or on behalf of Allscripts in the development ofnew or modified products or services, with such assignment taking effectautomatically upon such use. You agree that the relationship between You andAllscripts in regard to Your participation in The Allscripts Application Storeis not a confidential, fiduciary, or other special relationship. We shall havethe right, but not the obligation, to use Your name, likeness, biography andother information about You in connection with any use of what You submit.
You agree on Your own behalf and onbehalf of Your Organization to indemnify, defend and hold Allscripts and Ourofficers, directors, employees and agents from and against any claims,liabilities, damages, losses and costs (including, but not limited to,reasonable attorneys’ and accounting fees) related to claims, charges orinvestigations arising out of or in any way connected with Your access toand/or use of The Allscripts Application Store, or Your violation of these TOUor incorporated policies, including, without limitation, Your submission ortransmission of, or linking to, content that violates third party rights orapplicable laws.
U.S. Export Controls.
You represent that You are notlocated in, under the control of, or a national or resident of or otherwiseaccessing this website from Cuba, Iraq, Libya, North Korea, Iran, Syria, or anycountry to which the U.S. has embargoed goods.
On the condition that You complywith all of Your obligations under these TOU (and with the exception of certainContent made available only to specific Authorized Users), We grant You anon-exclusive, revocable,non-assignable, non-sublicensable, royalty-free(except where We state otherwise, and You agree, that charges apply) right toview, print, and post Content to The Allscripts Application Store(http://store.allscripts.com)through a web browser. We grant You no otherrights, implied or otherwise. The Allscripts Application Store is protected bycopyright, trademark and other laws of the United States and foreign countries.You acknowledge and agree that, as between the parties, Allscripts owns alllegal right, title and interest in and to the technology used to provide TheAllscripts Application Store, including any intellectual property rights whichsubsist in The Allscripts Application Store.
Undertakings and Reservations.
We undertake no obligations notspecifically set forth in these TOU. We may review, modify, replace, suspend ordiscontinue The Allscripts Application Store, partially or entirely, or limitor disable Your access to The Allscripts Application Store, at anytime and inOur sole discretion, without prior or other notice to You, and We reserve allrights not expressly granted herein, including, without limitation, title,ownership, intellectual property rights, and all other rights and interest inThe Allscripts Application Store. The Allscripts Application Store is Ourproperty and You should have no expectation of privacy in or to The AllscriptsApplication Store.
You acknowledge and agree that ifAllscripts disables Your access to The Allscripts Application Store or anyportion of the Site, You may not be able to access Your account details orother Content which You may have submitted or which was otherwise available toYou.
Enforcement and Monitoring.
Allscripts reserves the right toinvestigate and prosecute violations of any of these TOU to the fullest extentof the law. Allscripts may involve and cooperate with law enforcementauthorities in prosecuting users who violate these TOU. You acknowledge thatAllscripts has no obligation to pre-screen, review, flag, filter, or monitorYour access and/or use of the Site, Content, or Services, but has the right todo so for the purpose of operating The Allscripts Application Store andensuring Your compliance with these TOU, or to comply with applicable law orthe order or requirement of a court, administrative agency, or other governmentbody. You hereby agree that Allscripts may, in the exercise of its solediscretion, remove or delete any or all Content or portions thereof thatviolate these TOU or are otherwise objectionable to Us in Our sole discretion.
Disclaimer of Warranties.
ALLSCRIPTS MAKES NO REPRESENTATIONOR WARRANTY (A) THAT YOUR USE OF THE ALLSCRIPTS APPLICATION STORE WILL MEETYOUR REQUIREMENTS; (B) THAT YOUR USE OF THE ALLSCRIPTS APPLICATION STORE WILLBE UNINTERRUPTED, SAFE, SECURE OR ERROR FREE; OR (C) ABOUT THE QUALITY,ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS, SECURITY, RELIABILITY ORSUITABILITY OF, OR THE RESULTS OF THE USE OF, THE CONTENT, INFORMATION ORMATERIALS DOWNLOADED, LINKED TO, OR OTHERWISE OBTAINED THROUGH THE ALLSCRIPTSAPPLICATION STORE. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THEUSE OF THE ALLSCRIPTS APPLICATION STORE IS DONE AT YOUR OWN DISCRETION AND RISKAND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSSOF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR USE OF THEALLSCRIPTS APPLICATION STORE. Nothing on this site is intended as, nor shall beconstrued as, medical advice. DO NOT RELY ON THE ALLSCRIPTS APPLICATION STOREOR ANY INFORMATION WE OROTHER USERS MAY PROVIDE. NO ADVICE OR INFORMATIONOBTAINED THROUGH THE ALLSCRIPTS APPLICATION STORE SHALL CREATE ANY WARRANTY ONBEHALF OF ALLSCRIPTS.
WE PROVIDE THE ALLSCRIPTSAPPLICATION STORE AND ALL INFORMATION "AS IS" AND "ASAVAILABLE" WITHOUT ANY WARRANTIES OR REPRESENTATIONS OF ANYKIND, EITHEREXPRESS OR IMPLIED. WE DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS WITHREGARD TO THE CONTENT, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OFMERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT.YOU AGREE THAT YOUR ACCESS AND/OR USE OF THE ALLSCRIPTS APPLICATION STORE IS ATYOUR SOLE RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOURCOMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM ANY INFORMATION, MATERIALS ORCONTENT DOWNLOADED, LINKED TO, OR OTHERWISE OBTAINED THROUGH THE USE OF THEALLSCRIPTS APPLICATION STORE. If you are dissatisfied or harmed by THEALLSCRIPTS APPLICATION STORE OR ANY INFORMATION PROVIDED THEREIN, you may STOPUSING THE ALLSCRIPTS APPLICATION STORE and terminate YOURACCOUNT. Suchtermination shall be your sole and exclusive remedy.
Limitation of Liability.
IN NO EVENT SHALL ALLSCRIPTS BELIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIALDAMAGES, RESULTING FROM YOUR ACCESS TO AND/OR USE OF, OR INABILITY TO ACCESSAND/OR USE, THE ALLSCRIPTS APPLICATION STORE, WHETHER BASED ON WARRANTY,CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGALTHEORY, INCLUDING, BUT NOT LIMITED TO, LOSS OF USE, DATA, OR PROFITS ARISINGOUT OF OR RELATING TO THE USE OF THE ALLSCRIPTS APPLICATION STORE OR YOURRELIANCE ON, OR THE DISPLAY OF ANY CONTENT THROUGH THE ALLSCRIPTS APPLICATIONSTORE, WHETHER OR NOT ALLSCRIPTS WAS ADVISED OF OR AWARE OF THE POSSIBILITY OFSUCH DAMAGES. THE FOREGOING DISCLAIMER AND LIMITATION OF LIABILITY IS EFFECTIVEWITHOUT REGARD TO THE FORM OF ANY ACTION. THIS SECTION WILL NOT APPLY ONLY WHENAND TO THE EXTENT THAT APPLICABLE LAW SPECIFICALLY REQUIRES LIABILITY, DESPITETHE FOREGOING EXCLUSIONS AND LIMITATIONS. IN NO EVENT SHALL ALLSCRIPTS BELIABLE TO YOU FOR ANY AMOUNT OF DIRECT DAMAGES IN EXCESS OF US$100 IN THEAGGREGATE ARISING OUT OF OR RELATING TO THE USE OF THE ALLSCRIPTS APPLICATIONSTORE OR YOUR RELIANCE ON, OR THE DISPLAY OF ANY CONTENT THROUGH THE ALLSCRIPTSAPPLICATION STORE. THE LIMITATIONS AND DAMAGES SET FORTH ABOVE ARE FUNDAMENTALELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN ALLSCRIPTS AND YOU. YOUR REMEDIESUNDER THESE TOU ARE EXCLUSIVE AND ARE LIMITED TO THOSE EXPRESSLY PROVIDEDHEREIN.
Allscripts may terminate theoperation or availability of The Allscripts Application Store and these TOU atany time, for any or no reason, without prior notice to You. Upon suchtermination, Your rights to access and use The Allscripts Application Store(and Allscripts Materials) shall immediately terminate. Your confidentialityobligations under these TOU shall survive any termination. You may terminate orcancel Your account and stop using The Allscripts Application Store at anytime. If You violate these TOU, or if We otherwise determine at Our solediscretion that it is in Our interests to do so, We reserve the right toterminate this agreement or any Services or access to The Allscripts ApplicationStore.
Regarding copyright infringementcomplaints, see the Allscripts Copyright Policy. With respect to other issuesor objections regarding Content, please do not hesitate to use the “Feedback”button located in the footer of the Site.
These TOU and any action relatedthereto will be governed by and be interpreted pursuant to the laws of theState of Illinois, United States of America, notwithstanding any principles ofconflicts of law. The exclusive jurisdiction and venue of any action withrespect to the subject matter of these TOU will be that of the state andfederal courts located in Illinois, and each of the parties hereto waives anyobjection to jurisdiction and venue in such courts.
If any provision of these TOU isfound to be invalid or unenforceable under mandatory laws of a particularjurisdiction, such provision shall be interpreted as to give maximum effect toits intended purpose and this shall not affect the validity or enforceabilityof (a) such provision under the laws of any other jurisdiction, or (b) anyother provision of these TOU.
We may provide notices to You viapostings on The Allscripts Application Store, via email or via any other meansof communication for which You have provided Us contact information. You mayprovide notices to Us only via email to AllscriptsDeveloperProgram@Allscripts.com,via fax return receipt requested to: (404) 847-5777 Attn: Allscripts TheAllscripts Application Store Content Administrator, or via postal mail returnreceipt requested to Allscripts Healthcare Solutions, Inc., Three RaviniaDrive, Atlanta, GA 30346,United States. Any notices You provide that are not incompliance with this Section on Notices shall have no legal effect.
Postings and links to third partysites.
Allscripts generally does notselect or otherwise control or store the Content posted, shared or linked toThe Allscripts Application Store. Rather, its users typically determine theContent, which may reflect varying levels of knowledge and experience. Theinclusion of a posting, shared Content, third party product information, orlink on this Site does not imply that We endorse, sponsor, recommend, or areaffiliated with the organization or company, the Content, product, or serviceswith respect to such information posted or shared, or on or available from thelinked websites. Access to and use of any postings, shared Content, and otherInternet sites linked to The Allscripts Application Store is at Your own riskand Allscripts is not responsible for the accuracy or reliability of anyinformation, data, opinions, advice or statements made or contained therein.You are responsible for exercising careful and appropriate judgment inevaluating and taking action based on any information You obtain through TheAllscripts Application Store and it is up to You to take precautions to ensurethat whatever You select for Your use is free of such items as viruses, worms, trojanhorses and other items of a destructive nature.
Allscripts is not responsible orliable, directly or indirectly, for any damage or loss caused or alleged to becaused by or in connection with Your use of or reliance on any such third-partycontent, products or services available on or through any such third-party siteor resource.
No informal waivers, agreements orrepresentations.
Our failure to act with respect toa breach by You does not waive Our right to act with respect to that breach orsubsequent similar or other breaches. Any waiver of these TOU by Allscriptsmust bein a writing signed by an authorized officer of Allscripts and expresslyreferencing the applicable provisions of these TOU.
Relationship, Assignment andDelegation.
You and Allscripts are independentcontractors and nothing in this Agreement will create any partnership, jointventure, agency, franchise, sales representative, or employment relationshipbetween You and Us. You have no authority to make or accept any offers orrepresentations on Our behalf. Only Our authorized Employees or agents areauthorized to act on Our behalf. You may not assign or delegate any rights orobligations under these TOU and any purported assignment or delegation shall bedeemed void. We may freely assign or delegate any or all rights and obligationsunder these TOU.
Copyright and ServiceMark/Trademark Notices.
All copyrightable works,trademarks, service marks, product names, trade names, logos and designs usedon or made available through The Allscripts Application Store, whetherregistered or unregistered, are owned by Allscripts or other third parties. Youmay not use or display any of these without the express prior, written consentof the applicable owner.
These TOU, including the policiesreferenced herein, are the entire and exclusive agreement between Allscriptsand You regarding their subject matter and replace any prior agreements orprevious communications. For the avoidance of doubt, nothing herein terminatesor modifies any Allscripts Client Agreement, ADP Agreement, or other separate,existing, written agreement between Your Organization and Allscripts regardingany generally-available versions of Allscripts’ software (“Other Agreement”).Notwithstanding the foregoing, except as otherwise expressly specified in theAllscripts Materials, none of the Allscripts Materials shall (a) constituteAllscripts’ designated user documentation for any software, or (b)be consideredpart of any “Documentation”, “Specifications” or any like terms that are thesubject of any Allscripts warranty or other Allscripts obligation under anyOther Agreement.
In the event of a conflict betweenthese TOU and the Allscripts Privacy Statement, these TOU shall prevail. TheseTOU may be amended only as follows: Allscripts may modify, supplement, orreplace these TOU, effective upon posting on The Allscripts Application Storewith or without notice. You can review the most current version of these TOU at/terms-of-useand You agree to periodically visit this page to determine the then current TOUto which You are bound. By continuing to access the Site, You agree that youhave agreed to be bound by the then-current terms and conditions of the TOU. IfYou do not want to agree to any Allscripts modified TOU, You must immediately(a) cease all further Site access, and (b) notify Allscripts (via email to AllscriptsDeveloperProgram@Allscripts.com)that You wish to terminate Your Site account.
If any provision of these TOU isheld to be invalid by any law, rule, order or regulation of any government orby the final determination of any state or federal court, such invalidity shallnot affect the enforceability of any other provision of these TOU.