TERMS AND CONDITIONS OF CFP BOARD EMERITUS COLLECTIVE MEMBERSHIP AND TRADEMARK LICENSE FOR CFP BOARD EMERITUS COLLECTIVE MEMBERSHIP MARK
I understand that the following terms and conditions apply to my CFP Board Emeritus® Collective Membership and trademark License to use the CFP Board Emeritus® Collective Membership Mark (as defined below). I agree to all the following provisions:
a. Grant of Trademark License. Upon my acceptance of and agreement to be bound by these Terms and Conditions of CFP Board Emeritus® Collective Membership and Trademark License for CFP Board Emeritus® Collective Membership Mark (“Terms”), and Certified Financial Planner Board of Standards, Inc.’s (“CFP Board”) determination that I have (1) submitted a properly completed CFP Board Emeritus® Application and, when applicable, Renewal Application (collectively, “Application”), (2) satisfied CFP Board’s eligibility requirements (defined below) (“Eligibility Requirements”), and (3) paid my annual fee, CFP Board acknowledges me as having satisfied the CFP Board Emeritus® collective membership requirements, and grants to me a limited, personal, non-transferable, non-sub licensable, royalty-free, non-exclusive, revocable license (“License”) to use the CFP Board Emeritus® Collective Membership Mark (as defined below in this paragraph) solely to indicate that I am a member of the CFP Board Emeritus® Collective Membership (the “Collective Membership”).No other rights are granted to me with respect to the CFP Board Emeritus® Collective Membership Mark other than as explicitly granted herein. CFP Board reserves all rights other than those explicitly granted herein. For purposes of these Terms, “CFP Board Emeritus® Collective Membership Mark” or “Collective Membership Mark” shall mean both the Collective Membership word mark and logo owned by CFP Board in the United States, namely, CFP BOARD EMERITUS® and ®. The term “CFP Board Emeritus® Collective Membership Mark” does not include, and my License does not grant me, right, title, or interest in or to any other trademark, service mark, logo, or trade name of CFP Board.
b. Eligibility Requirements. To be eligible for the Collective Membership, I must: (1) have been a CFP® professional for at least 25 years; (2) not have an active CFP® certification; (3) have no public discipline by CFP Board or by a federal, state, local, or foreign government agency, self-regulatory organization, or other regulatory authority; (4) not engage in financial services activities that qualify for CFP Board’s Experience requirement (which includes personal delivery of financial services to an individual client, supervision of personal delivery of financial services to an individual client, support of personal delivery of financial services (direct or indirect) to an individual client, teaching, and journalism), with the exception of pro bono work, part-time teaching, and speaking and publishing to promote the profession on a part-time basis; (5) have no current financial services licenses or registrations; (6) have committed to supporting, promoting, and advocating for CFP® certification, CFP Board’s Code of Ethics and Standards of Conduct, and the CFP Board Center for Financial Planning; (7) have completed the CFP Board Emeritus® Ethics Declaration; (8) have not have engaged in conduct that, in CFP Board’s sole discretion, reflects adversely on my integrity or fitness for Collective Membership; and (9) be current in payment of my annual Collective Membership fee (collectively, the “Eligibility Requirements”).
c. Term of Membership and License. My Collective Membership and Trademark License exists solely for the initial period and, when applicable, the renewal period, as defined by CFP Board (collectively, the “Applicable License Period”), unless earlier relinquished, revoked, or terminated in accordance with these Terms. At the end of the Applicable License Period, if my Collective Membership and Trademark License is not renewed, my Collective Membership expires and my License automatically terminates. If my Trademark License expires, is relinquished, revoked, terminated, or suspended, I must immediately cease all use of the CFP Board Emeritus® Collective Membership Mark and not hold myself out to the public as a CFP Board Emeritus®. I understand that my use of the CFP Board Emeritus® Collective Membership Mark following relinquishment, expiration, revocation, or termination of my Trademark License, or during the suspension of my Trademark License, constitutes infringement of CFP Board’s rights, and that CFP Board is entitled to pursue all legal and equitable remedies for such infringement.
d. Use and Restrictions on Use. I will display the CFP Board Emeritus® Collective Membership Mark with the symbol ®, and in such manner, as provided in these Terms, or as otherwise directed by CFP Board. I understand that my Trademark License is conditioned upon continued compliance with these Terms, including satisfaction of the Eligibility Requirements. Without limiting the other terms and restrictions set forth in these Terms, unless otherwise approved by CFP Board’s Chief Executive Officer (“CEO”) in writing, I will not, directly or indirectly: (1) use the CFP Board Emeritus® Collective Membership Mark in any manner that would suggest it indicates or represents active CFP® certification status; (2) use the CFP® certification marks, which are defined in paragraph (a) of CFP Board’s Terms and Conditions of Certification and Trademark License; (3) use the CFP Board Emeritus® Collective Membership Mark in business concerning financial activities; (4) use the Collective Membership Mark to indicate the source of any tangible goods or services, (5) state or imply that CFP Board has made a determination on the merits or quality of, or otherwise endorses, any tangible goods that I sell or services that I provide; (6) sublicense or otherwise grant to any other individuals or entity the right to use the CFP Board Emeritus® Collective Membership Mark; (7) use the CFP Board Emeritus® Collective Membership Mark in violation of the CFP Board Emeritus® Collective Membership Mark Use Guide (“Use Guide”), which is incorporated into these Terms by reference, or in any manner that is false or misleading; (8) use the CFP Board Emeritus® Collective Membership Mark in violation of any laws and regulations; or (9) use the CFP Board Emeritus® Collective Membership Mark in a manner beyond that which is expressly authorized by these Terms (collectively, “Restrictions on Use of the CFP Board Emeritus® Collective Membership Mark”). Notwithstanding the foregoing, I may use the CFP Board Emeritus® Collective Membership Mark in connection with certain pro-bono, part-time teaching, and speaking and publishing to promote the profession on a part-time basis, provided that such use of the Collective Membership Mark (i) is for the sole purpose of indicating that I am a member of the Collective Membership, (ii) does not function to indicate the source of any tangible goods or services and (iii) otherwise is in compliance with the requirements set forth in the Use Guide.
e. Protection of the CFP Board Emeritus® Collective Membership Mark. I acknowledge the CFP Board Emeritus® Collective Membership Mark is a valid mark, owned by CFP Board, and that CFP Board has the sole right, subject only to the express terms of any license granted by it, to control the use of the CFP Board Emeritus® Collective Membership Mark. CFP Board shall have the sole right to file applications to register, and to obtain registration for, the CFP Board Emeritus® Collective Membership Mark. I agree to fully cooperate with CFP Board in filing such applications and obtaining such registrations, including providing CFP Board with specimens of use of the CFP Board Emeritus® Collective Membership Mark and executing any documents requested by CFP Board, or in protecting, enforcing, and defending the CFP Board Emeritus® Collective Membership Mark. I will notify CFP Board in writing of any infringements, imitations, claims, or other problems with respect to the CFP Board Emeritus® Collective Membership Mark that may arise or otherwise come to my attention. CFP Board shall have the sole right, but not the obligation, to take any action in connection with any such infringement, imitation, claim, or problem. I shall not institute any suit or take any other action in connection with such infringements, imitations, claims, or problems without the prior express written consent of CFP Board’s CEO.
f. Ownership; Goodwill. I acknowledge CFP Board’s ownership of all right, title, and interest in and to the CFP Board Emeritus™ Collective Membership Mark. Any goodwill resulting from my use of the CFP Board Emeritus® Collective Membership Mark will inure exclusively to the benefit of CFP Board. I will use the CFP Board Emeritus® Collective Membership Mark in a way that does not adversely affect CFP Board’s reputation or goodwill. I will only display or use the CFP Board Emeritus® Collective Membership Mark as permitted in these Terms and the Use Guide. I further agree not to: (1) challenge CFP Board as the sole, absolute, or exclusive owner of all right, title and interest in and to the CFP Board Emeritus® Collective Membership Mark and the goodwill associated therewith; (2) challenge the validity of this License; (3) register, use, adopt, or promote any mark that is confusingly similar to any trademark, service mark, logo, or trade name owned by CFP Board, or any composite mark which uses all or a portion of such marks; (4) take or encourage any action which would impair the rights of CFP Board in and to the CFP Board Emeritus® Collective Membership Mark, or impair the goodwill associated with the CFP Board Emeritus® Collective Membership Mark; or (5) infringe any other trademark, service mark, logo, or trade name owned by CFP Board.
g. Disclaimer of Warranty. THE LICENSE TO THE CFP BOARD EMERITUS® COLLECTIVE MEMBERSHIP MARK IS PROVIDED ON AN “AS IS” BASIS. CFP BOARD DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COURSE OF DEALING, USAGE OF TRADE, EMPLOYABILITY OR NON-INFRINGEMENT, EXCEPT TO THE EXTENT THESE DISCLAIMERS ARE HELD TO BE LEGALLY INVALID. CFP BOARD HAS NO DUTY OR OBLIGATION TO REGISTER, RENEW, OR OTHERWISE MAINTAIN ANY REGISTRATION FOR THE CFP BOARD EMERITUS™ COLLECTIVE MEMBERSHIP MARK.
h. Quality Control. The nature and quality of all uses I make of the CFP Board Emeritus® Collective Membership Mark will conform to and comply with the quality and standards set forth in these Terms, the Use Guide, and all applicable laws and regulations. CFP Board has the right to monitor the manner in which I use the CFP Board Emeritus® Collective Membership Mark. CFP Board retains, at all times, the right to revoke my Collective Membership and my License if CFP Board determines, in its sole discretion, that my use of the CFP Board Emeritus® Collective Membership Mark fails to comply with these Terms, including but not limited to the Use Guide. Notwithstanding its ability to monitor my use of the CFP Board Emeritus™ Collective Membership Mark, CFP Board has no responsibility for or liability with respect to my representations in connection with my use of the CFP Board Emeritus® Collective Membership Mark.
i. Authorization to Review Background. I hereby authorize CFP Board and its agents and representatives to review my background, which may include, but is not limited to: (1) the review of criminal history records from any criminal justice agency in any or all federal, state, and county jurisdictions; (2) the review of regulatory history records from any regulatory or self-regulatory agency or organization; and (3) the review of public records.
j. Voluntary Relinquishment of Collective Membership and Termination of Trademark License. I may voluntarily relinquish my Collective Membership and terminate my License at any time by submitting written notice to CFP Board. A written notice that voluntarily relinquishes my Collective Membership or terminates my Trademark License, but not both, shall both voluntarily relinquish my Collective Membership and Terminate my Trademark License. A voluntary relinquishment of Collective Membership and termination of Trademark License shall not take effect until CFP Board processes the relinquishment and termination and updates CFP Board’s records accordingly (“Effective Date of Relinquishment”). On the Effective Date of Relinquishment, my Collective Membership is revoked, my Trademark License terminates, and I shall discontinue using the CFP Board Emeritus® Collective Membership Mark. My voluntary relinquishment of my Collective Membership and termination of my License does not relieve me of any indebtedness or any other obligation that I may have to CFP Board.
k. Revocation of Collective Membership and Termination of Trademark License. Should CFP Board determine, in its sole discretion, that I have failed to comply with these Terms (including but not limited to the Eligibility Requirements and the Use Guide), or that I otherwise am not eligible for Collective Membership, CFP Board may, in its sole discretion, revoke my Collective Membership and terminate my Trademark License, and/or take other action permitted by law. Should CFP Board determine, in its sole discretion, that I have misused the CFP Board Emeritus® Collective Membership Mark, I understand and agree that such action may cause irreparable harm, and at and in accordance with CFP Board’s direction, I will immediately stop using the CFP Board Emeritus® Collective Membership Mark or change the manner in which I use the CFP Board Emeritus® Collective Membership Mark so that I am not misusing the CFP Board Emeritus® Collective Membership Mark. I understand CFP Board may have additional rights under applicable law with respect to the CFP Board Emeritus® Collective Membership Mark, and that the remedies provided under these Terms are in addition to, and not in lieu of, CFP Board’s other rights.
l. Waiver and Release. In consideration for CFP Board processing my Application, I hereby and forever waive and release CFP Board, its directors, officers, employees, volunteers, representatives, agents, and others acting on its behalf or at its discretion (collectively, “Released Parties,” and individually, a “Released Party”) from any and all actions, claims, and demands, of any kind whatsoever, now existing or hereafter arising out of or relating to these Terms (collectively, “Released Claims”), except to the extent that the Released Claims are based upon the willful misconduct or gross negligence of the person or entity against whom it was raised. To the extent applicable, and particularly if I reside in California, I expressly waive any rights or benefits that California Civil Code section 1542 or any other laws, legal decisions and/or legal principles of similar effect might provide to me now or in the future, and agree that the releases provided above extend to all claims, current and future, known or unknown, suspected or unsuspected, subject to the representations and warranties provided by the parties herein. California Civil Code section 1542 (to the extent such section is applicable) reads as follows:
A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
I represent and certify that I have read the provisions of California Civil Code section 1542, and that either (1) the effect and import of those provisions have been explained to me by my own counsel, or (2) I have had an adequate opportunity to have those provisions explained to me by my own counsel. I further acknowledge and agree that this waiver of rights under California Civil Code section 1542 has been separately bargained for and is an essential and material term of these Terms, and, without such waiver, these Terms would not have been entered into. I understand that the facts with respect to which these Terms are given may hereafter prove to be different from the facts as I now know them or believe them to be, and I hereby accept and assume the risk thereof and agree that these Terms shall be and shall remain, in all respects, effective and not subject to termination or rescission by reason of any such difference in facts. I understand and acknowledge the significance and consequence of such specific waiver of unknown claims and hereby assume full responsibility for any injuries, damages, losses or liabilities that I may hereinafter incur or discover from the waiver of these unknown claims.
m. Indemnification. I covenant and agree to defend, indemnify, and hold harmless CFP Board, its directors, officers, employees, volunteers, representatives, agents, and others acting on its behalf or at its discretion (collectively, “Indemnified Parties,” and individually, “Indemnified Party”) from any and all actions, claims, and demands, of any kind whatsoever, brought or threatened by any third parties or governmental entities (“Claimant”), and from any judgments, awards, damages, and costs and expenses (including reasonable fees of attorneys and other professionals), arising out of or relating to: (1) any actual or alleged misrepresentation or omission by me in my Application or actual or alleged breach by me of these Terms; (2) any actual or alleged failure by me or my authorized agents to abide by these Terms, including the Use Guide; (3) any actual or alleged failure by me or my authorized agents to comply with applicable laws; (4) any of my acts or omissions; (5) any unauthorized representation, warranty, agreement or the like, express or implied, made or alleged to have been made by me or my authorized agents to or with any third party with respect to any acts or omissions; or (6) actual or alleged acts or omissions by me in connection with the use of the CFP Board Emeritus® Collective Membership Mark (collectively, “Indemnified Matters, and individually, an “Indemnified Matter”). Promptly upon the existence of any such claim, I will confirm my intention to defend. Whether or not I confirm my intention to defend, I agree that each of the Indemnified Parties, at their sole discretion, shall have the right to retain counsel of their choice to represent them in the defense or settlement of any Indemnified Matter, without prejudice to my obligation to indemnify all resulting costs and expenses (including reasonable fees of attorneys and other professionals). I further agree that I may settle an Indemnified Matter only if that settlement: (i) does not entail an admission on the part of an Indemnified Party that an Indemnified Party violated any law or infringed the rights of any person; (ii) has no effect on any other claims against an Indemnified Party; (iii) is paid for entirely by me; (iv) requires the Claimant to release the Indemnified Parties from all alleged liability; and (v) does not impose any obligation on an Indemnified Party except to the extent such Indemnified Party consents in writing to the imposition of such obligation.
n. Limitation of Liability. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL THE LIABILITY OF CFP BOARD OR ANY OF THE RELEASED PARTIES FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL PUNITIVE, OR ANY OTHER KIND OF DAMAGES, INCLUDING WITHOUT LIMITATION ATTORNEY’S FEES, LOSS OF BUSINESS, REVENUE, PROFITS OR OTHER ECONOMIC ADVANTAGE, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND DEFAMATION), OR OTHERWISE, REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO (1) MY APPLICATION AND/OR THESE TERMS, (2) THE RELINQUISHMENT, SUSPENSION, REVOCATION, AND/OR TERMINATION OF MY COLLECTIVE MEMBERSHIP AND/OR Y TRADEMARK LICENSE, (3) MY USE OF, AND/OR INABILITY TO USE, THE CFP BOARD EMERITUS® COLLECTIVE MEMBERSHIP MARK, (4) CFP BOARD’S RELEASE OR DISCLOSURE OF ANY INFORMATION, WHETHER THE INFORMATION IS OR WAS CONFIDENTIAL, PRIVATE, OR OTHERWISE, EXCEED $1,000. LIABILITIES SHALL BE LIMITED AND EXCLUDED, EVEN IF CFP BOARD OR A RELEASED PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
o. Mandatory Arbitration and Waiver of Claims Brought Other Than in an Individual Capacity. This mandatory arbitration provision is governed by the Federal Arbitration Act. Any action, claim, or demand (collectively “Claims,” and individually a “Claim”), including claims against CFP Board or any of the Released Parties, arising out of or relating to these Terms, or the breach thereof, or regarding the application, enforcement, or interpretation of these Terms and this arbitration provision, shall be resolved through arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, as modified by this paragraph. All claims are subject to arbitration, no matter the legal theory on which they are based or the remedy (damages, injunctive, or declaratory relief) that is sought. This includes Claims based on contract, tort (including intentional tort), fraud, agency, negligence, common law (including common law due process), statutory or regulatory provisions, or any other sources of law, and Claims made independently or with other Claims. I may only bring a Claim permitted under these Terms in my individual capacity. I may not bring a Claim (whether as a plaintiff or class member) in any purported class action, private attorney general, or other representative action. The arbitrators will not award relief for or against anyone who is not a party. No demand for arbitration may be made after the date when the institution of legal or equitable proceedings based on such Claim would be barred by the applicable statute of limitation. The arbitration shall be conducted by a panel of three arbitrators (“Arbitration Panel”), each of whom shall have at least five years of experience as a federal and/or state court judge. The place of arbitration shall be Washington, DC. The AAA shall send contemporaneously to each party an identical list of 15 names of persons chosen from the National Roster who satisfy the requirements of this paragraph. Each party shall strike no more than three of the names, number the remaining names in order of preference, and return the list to the AAA. From among the persons who have been approved on both lists, and in accordance with the designated order of mutual preference, the AAA shall invite the acceptance of three arbitrators to serve. If for any reason the appointments cannot be made from the submitted lists, the AAA shall have the power to make the appointment from among other members of the National Roster who have at least five years of experience as a federal and/or state court judge, without the submission of additional lists. The AAA shall determine who shall serve as Chair of the Arbitration Panel. The Chair of the Arbitration Panel, or if a party needs emergency relief prior to the appointment of the Chair of the Arbitration Panel, then a single emergency arbitrator designated by the AAA, shall have the exclusive power to adjudicate any request for injunctive relief or other interim measure. The arbitrators shall require the parties to exchange only the documents on which the parties rely in support of or in opposition to any claim, defense or counterclaim, and to identify, including by providing the name and, if known, address and telephone number, of each person the parties will call to testify at the hearing. Additional discovery may be had only where the arbitrators so order, upon a showing of substantial need. The arbitration award shall be made within nine months of the filing of the demand to arbitrate; however, the parties may agree to extend this time limit. The arbitrators and the arbitration award shall comply with these Terms, including but not limited to, the Choice of Law, Limitation of Liability, and Attorney’s Fees provisions. The arbitrators are not authorized to award punitive or other damages not measured by the prevailing party’s actual damages. Each party shall bear an equal share of the arbitrators’ and AAA’s administrative fees of arbitration. The arbitration award and any interim measure shall be final and binding on the parties and may be entered in a court of appropriate subject matter jurisdiction in the District of Columbia. Except (a) as required by law, (b) by mutual agreement of the parties, or (c) as necessary to enter and/or enforce an arbitration award or interim award, and for disclosure in confidence to the parties’ respective attorneys and tax advisors, any arbitration conducted pursuant to these Terms (including, but not limited to, the occurrence of the arbitration, the Claims and issues addressed, the substance of the proceedings, the award, and any interim measure) shall be kept strictly confidential by the parties.
1. Integration My Application and these Terms as they now exist or as they may hereafter be modified as permitted herein (including the documents incorporated herein by reference, as they now exist or as modified as permitted herein) constitute the complete agreement between me and CFP Board concerning the subject matter of these Terms, and supersedes all prior or contemporaneous oral or written representations, discussions, or understandings, with respect to the subject matter hereof. CFP Board may modify these Terms upon notice to me. No modifications by me to these Terms shall be binding upon CFP Board unless agreed to in writing by CFP Board.
2. Assignment. I understand that I must not assign or transfer my Collective Membership or License or any of my rights or obligations under these Terms. Any assignment, transfer, or delegation by me of these Terms, my Collective Membership or Trademark License, or any of my rights or obligations hereunder, shall be null and void. CFP Board may assign these Terms, in whole or in part, and any other of its rights herein, without prior notice to me and without restricting or obtaining my prior consent.
3. Relationship. My relationship with CFP Board is that of an individual granted a Collective Membership and Trademark License to use the Collective Membership Marks pursuant to these Terms. I do not have a partnership, franchise, joint venture, or agency relationship with CFP Board. Neither these Terms nor my Collective Membership or Trademark License creates an employment relationship with CFP Board.
4. Interpretation. These Terms, which I understand are binding upon me in consideration for CFP Board processing my Application, shall be interpreted in such a manner as to aid in effectuating the purposes and business of CFP Board. Except for the Indemnified Parties and the Released Parties, to the limited extent of their rights as addressed above, there are no third-party beneficiaries of these Terms. No third party private right of action shall be permitted against CFP Board for acts or omissions taken by CFP Board in the furtherance of its purposes and business or in connection with these Terms. Failure of CFP Board to insist on strict performance of the provisions contained herein shall not constitute a waiver of those provisions or of these Terms and shall not prevent CFP Board from later enforcing its rights under these Terms. For the purposes of these Terms: (1) words in the singular shall be held to include the plural and vice versa, and words of one gender shall be held to include the other gender as the context requires; (2) the word “including” and words of similar import when used shall mean “including, without limitation,” unless the context otherwise requires or unless otherwise specified; and (3) the word “or” shall not be exclusive. The presumptions of laws or rules relating to the interpretation of contracts against the drafter of any particular clause shall not be applied to these Terms.
6. Choice of Law. I agree and stipulate that these Terms shall be deemed to have been entered into by both me and CFP Board in the District of Columbia. These Terms and any Claim shall be governed by and construed and enforced in accordance with District of Columbia and controlling U.S. federal law. No choice of law rules of any jurisdiction will apply.
7. Forum; Waiver of Objections to Personal Jurisdiction and Venue; Waiver of Right to Jury Trial. I will not bring any Claim except (a) in accordance with the Mandatory Arbitration provision set forth above, and (b) where permitted under these Terms (including the Mandatory Arbitration Provision set forth above), in a court of appropriate subject matter jurisdiction in the District of Columbia. I expressly consent, and waive all objections, to personal jurisdiction and venue by and in the courts located in the District of Columbia. I HEREBY VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT WHICH I MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING, LITIGATION, OR COUNTERCLAIM BASED ON, OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH THESE TERMS.
8. Survival. Upon termination of my Trademark License, my obligations under paragraphs e, f, g, I, j, k, l, m, n, o, and p of these Terms will remain in effect.
9. Headings; Severability. The headings of paragraphs herein are for convenience of reference only and are without substantive significance. In the event that any provision of these Terms shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision and these Terms shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal, or unenforceable, had never been contained herein.