Basic Terms of Use for COLLABOS Service
(SAMPLE FOR REFERENCE PURPOSE ONLY)

Article 1 (Scope of These Terms)

1.These "Basic Terms of Use for Collabos Service" (referred to as these "Terms" hereafter) for a cloud-based service (referred to as the "Service" hereafter) provided by Collabos Corporation (referred to as the "Company" hereafter) shall be applied to any customer who uses the Service (referred to as the "Customer" hereafter).

2.Any amendment to the contents of these Terms, in relation to the Service, between the Customer and the Company, shall be agreed upon in writing (referred to as the "Special Contract" hereafter).

Article 2 (Assumptions in using the Service, etc.)

1.The Customer shall use the Service in compliance with these Terms (including the Special Contract, if any. The same shall apply hereafter.).

2.The Customer has a non-exclusive right to use equipment and software held by the Company (including equipment and software that is licensed or leased from a third party, referred to as the "Company Equipment" hereafter)through the Customer’s devices and the internet private line or public line, etc.

Article 3 （Configuration, type, etc. of the Service）

1.The Service consists of the initial installation service and the function providing service.

2.For the function providing service, the following special terms separately provided by the Company (referred to as the "Separate Terms" hereafter) may be applied in conjunction with these Terms. If there is a discrepancy between these Terms and the Separate Terms, the contents of the Separate Terms shall prevail. The types of function providing service to which the Separate Terms shall be applied and the applicable Separate Terms for each service are specified on the following website:
URL：https://collabos-service.jp/agreement/

3.In using the Service, the extension service function prescribed by the Company which is incidental to the Service (referred to as the "Optional Function" hereafter) will be available. The Customer may use the Optional Function by paying additional usage fee set by the Company if the conditions prescribed by the Company such as design or installation settings are satisfied.

Article 4 (Completion of the Usage Agreement)

1.A customer who wishes to use the Service (referred to as the "Applicant" hereafter) shall agree with these Terms, the Separate Terms and quotation sheet presented by the Company (The specific contents of the usage agreement such as service contents, contract quantity, usage fee and minimum usage number, shall be described thereon. The same shall apply hereafter.), and apply to the Company in writing by submitting the order form specified by the Company (limited to the form specifying the quotation sheet designated by the Company. The same shall apply hereafter.).

2.The Company may not accept the application for usage of the Service in any of the following cases:
① If there is any false statement, writing error or omission in the order form;
② If a petition of provisional attachment (kari sashiosae), attachment (sashiosae), auction (keibai), bankruptcy (hasan), commencement of civil rehabilitation proceedings (minji saisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetzusuki kaishi), commencement of special liquidation (tokubetsu seisan kaishi), etc. (including similar petition outside Japan) has been filed with regard to the Applicant;
③ If the Applicant is subject to suspension of business transaction by a clearing house, or other suspension of payments;
④ If the Applicant is subject to disposition of delinquency of taxes and public dues;
⑤ If the Company decides that the Applicant’s purpose for usage of the Service is inappropriate in general societal terms;
⑥ If it is difficult to provide the Service to the Applicant for technical reasons;
⑦ If the Company decides that the Applicant is likely to breach these Terms; or
⑧ Otherwise, if the Company decides that it is inappropriate to provide the Service.

3.The usage agreement for the Service (referred to as the "Usage Agreement" hereafter) shall be concluded between the Company and the Applicant at the time when the Company accepts the application for usage of the Service; provided, however, that the application for usage of the Service is deemed to be accepted unless the Company gives notification to the effect that the Company does not accept the application within three (3) business days after receipt of the order form provided in Paragraph 1.

Article 5 (Amendment to the Contents of the Agreement)

If the Customer wishes to add or delete the contents of the function providing service, or change the contract quantity, etc. specified in the order form during the Usage Term provided in Article 18, the Customer shall notify the Company in the amended order form specified by the Company; provided. However, the certificate (provided by Article 7) will define the period during the date of installing the service and the date defined by Accepted Quotation Sheet as the minimum usage period. And during that period the amended contract quantity shall not fall below the minimum usage quantity described in the quotation sheet which is specified in the order form accepted by the Company (referred to as the "Accepted Quotation Sheet" hereafter). The Customer who wishes to change the contract quantity to 0 shall terminate the Usage Agreement in accordance with the procedure provided in Article 18.

Article 6 (Usage Environment, etc.)

1.The Customer, at its own responsibility and expense, shall prepare the communication environment and devices, etc. (including any personal computer, soundcard, headset, microphone, software, etc.) necessary for the Service, such as ISP (Internet Service Provider) usage agreement. If there is a communication environment and devices, etc. necessary for the Service, the Company will present these items to the Customer on the quotation sheet as possible, however, the Company shall nhave no obligation to provide the Customer with these items for any reason in any case.

2.The Company disclaims any warranty with respect to any defects of the usage environment, etc. prepared by the Customer, and bears no responsibility for such defects.

Article 7 (Provision of Service)

1.The contents of the Service provided by the Company shall be specified in the Accepted Quotation Sheet.

2.The Company, in accordance with the Usage Agreement, shall provide the initial installation service and set up the function providing service. After the completion of the setup for the function providing service, a certificate prescribed by the Company (referred to as the "Certificate" hereafter) shall be issued to the Customer. The initial installation service shall be completed at the time when the Customer accept the Certificate.

3.The Customer may use the function providing service from the installation date specified in the Certificate.

4.In the event that the provision of the initial installation service and the setup for the function providing service are not completed and ninety (90) days have passed from the date of the application for usage of the Service, it is deemed that the provision of the initial installation service and the setup for the function providing service are completed at the time when ninety (90) days have passed, and that the function providing service is to be provided by treating such date as the "Installation Date". In such case, the usage fee for the initial installation service and the function providing service will be charged to the Customer.

5.The Customer shall submit the documents necessary for the provision of the initial installation service and the setup for the function providing service without delay.

6.The Company may delegate all or part of the work related to the provision of the Service to the third party.

Article 8 (Account Management)

1.The Company will notify the Customer of ID, password, etc. necessary for the usage of the Services by the Customer (referred to as the "Account" hereafter) by e-mail or mail prior to the commencement date.

2.The Customer shall bear responsibility for the management of the Account, and it is prohibited to lend, lease, assign, trade, pawn, etc. the Account to any third party.

3.The Customer shall bear responsibility for the damages to the Customer arising out of poor management, error in usage, third party’s usage, etc. of the Account, and the Company is not responsible for such damages unless otherwise specifically provided in these Terms.

4.Any actions conducted by the Customer’s affiliates or any other third party with using the Customer's Account are deemed as the Customer's actions, and the Customer shall be liable for any payment of usage fee, etc. concerning the usage by such third party, etc. Furthermore, if the Company has suffered damages due to the usage by such third party, etc., the Customer shall compensate for such damages.

5.If the Customer becomes aware that the Account is stolen or wrongfully used by third party, the Customer shall promptly notify the Company of such fact and follow the instructions of the Company.

Article 9 (Support System)

1.Inquiries for the Service from the Customer will be accepted on Weekdays (except for year-end through New Year holidays) from 9:15AM until 5:30PM, Japan time (referred to as the "Support Time" hereafter). Inquiries shall be made through e-mail to the following contact details, and the response from the Company will also be given through e-mail.

＜Contact Details＞
E-Mail：

2.In the case that the Company agreed, the Customer may apply for the support that will exceed the range of the preceding paragraph for work outside the Company’s office, etc. In this case, additional support costs will occur. Furthermore, in the event that off-Support Time work outside the Company’s office is needed, if the duration from the support acceptance date until the work date is equal to or less than five (5) business days, in addition to the usual support cost, extra cost as an urgent expenses will be occurred.

Article 10 (Usage Fee, etc.)

1.The Customer shall pay the usage fee and cost for the Service stated in the Accepted Quotation Sheet (referred to as the "Usage Fee, etc. " hereafter) by the payment date stated in the Accepted Quotation Sheet via bank transfer (telegraphic transfer) to the bank account designated by the Company. If the payment date falls on the bank holiday, the previous business day will be the payment date. The payment handling charge shall be paid by the Customer.

2.If there are questions for the billing amount in respect of the Usage Fee, etc., the Customer shall notify the Company by e-mail or in writing before the payment due date, and in case that the payment due date thirty (30) days have passed, it is deemed that the Customer have accepted the billing amount without objection.

Article 11 (Scope of Usage)

1.The Company shall grant to the Customer a non-exclusive and non-transferable right to use the work contained in the Service only for the purpose of internal business.

2.The Customer shall use the Service (including the information, etc. provided for the Service) only for the Customer's internal business, and shall not use the Service for purposes other than the Customer’s internal business.

Article 12 (Prohibited Matters)

1.In using the Service, the Customer shall not perform the following actions:
① Violation of Act on Specified Commercial Transactions, Act against Unjustified Premiums and Misleading Representations, Antitrust Law or other laws and regulations, etc. regarding business activities (including laws and regulations, etc. outside Japan) ;
② Establishment or solicitation of pyramid sales scheme;
③ Publicity, advertisement, solicitation, etc. to many and unspecified persons (regardless of whether or not it involves commercial purposes);
④ Telephone call or message sending which conveys fraudulent information, or which causes or is likely to cause sense of disgust;
⑤ Stalking behavior as defined in Article 2 of Act on Regulation, etc. of Stalking Behavior, etc. (including similar behavior regulated outside Japan) ;
⑥ Prank call or nuisance call;
⑦ Action that violates or, in the Company’s judgment, is likely to violate the laws and regulations or ordinances, etc., or public order and morals;
⑧ Action that constitutes or relates to, or that is likely to constitute or relate to crime (including act subjected to the criminal punishment both in Japan and in other countries);
⑨ Action that infringes or is likely to infringe copyright or any other intellectual property rights of third party or the Company.
⑩ Action that discriminates or slanders third party or the Company, or injures such persons’ honor or credit;
⑪ Action that infringes or is likely to infringe the properties or rights/interests of third party or the Company.
⑫ Creation, usage, transmission or provision, in relation to the Services, of computer viruses or other computer codes, files or programs that infringe or are likely to infringe other person's rights/interests ;
⑬ Action that interferes with, or is likely to cause serious hindrance to the provision of the Service by the Company;
⑭ Transmission of data that exceeds a certain capacity separately determined by the Company.
⑮ Usage of the Service pretending to be a third party;
⑯ Wrongful usage of the Account of others, or acts that are similar to it;
⑰ Letting others use the Account, or acts that are similar to it;
⑱ Action that causes hindrance to the usage or operation of the equipment of the Company or third parties.
⑲ Attempt to unauthorized access to the Service, the recorded data in the equipment held by the Company, the computer system constructed by the Company or network connected to the Service, by password mining or other means; and
⑳ In addition to the above-mentioned actions, the actions that, in the Company’s judgment, are inappropriate for the usage of the Service.

2.In a case that any item of the preceding paragraph is, or is likely to, applicable, the Customer shall immediately notify the Company.

3.If the action falling under any item of the Paragraph 1 causes damages to the Company or third parties, the Customer shall compensate any and all damages incurred by the Company and third parties.

Article 13 (Intellectual Property Rights)

1.The copyright and any other intellectual property rights related to the Service belong to the Company or to the third party from which the Company has been granted the license. The Company does not grant any rights to the Customer regarding the intellectual property rights related to the Service unless otherwise provided in these Terms.

2.If the Customer makes proposal, provision of idea, feedback, recommendation, etc. regarding the Service provided by the Company, it is deemed that, in relation to such information, the Customer agrees to transfer the copyright (including the rights set forth in Articles 27 and 28 of Copyright Act of Japan) and other intellectual property rights to the Company at no charge, and the Company may use such information with no limitation.

Article 14 (Data)

1.The right relating to the data, information, etc. recorded in the Company’s equipment through the Customer’s usage of the Service (referred to as the "Customer Data" hereafter) belongs to the Customer.

2.The Customer shall use, manage, store and backup the Customer Data at its own responsibility. The Customer shall acknowledge in advance that there are cases where the Customer is unable to output the Customer Data from the Company’s equipment.

3.Except for the case where the Customer agrees, or where it is essential for the management or operation of the Service, the Company will not access, use, modify, edit or disclose to a third party the Customer Data.

4.The Company will take necessary and appropriate measures to protect the safety and confidentiality of the Customer Data.

5.The Company may back up the Customer Data for reason of the security of the Service, etc.; provided, however, that such backup is not intended to conserve the Customer Data, and the Company do not guarantee the integrity, etc. of the relevant data in any way, even if the Company responds to the Customer’s request for the provision the relevant backup data.

6.The Company shall not be liable for any damages caused by the Customer’s failure to back up the Customer Data.

Article 15 (Prohibition of Setoff)

The Customer shall not set off the Customer’s claim to the Company against the Customer’s liability to the Company incurred in accordance with the Usage Agreement.

Article 16 (No Assignment of Rights)

Without obtaining the prior consent of the Company in writing, the Customer shall not assign the contractual status of the Usage Agreement to a third party, and claims and debts under the Usage Agreement shall neither be assigned nor given as security.

Article 17 (Protection of Customer Information)

The handling of the customer information in the Company is subject to the privacy policy separately provided by the Company.
Collabos Corporation Privacy Policy
https://www.collabos.com/company/security.html

Article 18 (Usage Term/Early Termination)

1..The usage term of the function providing service (referred to as the "Usage Term" hereafter) is one (1) year from the installation date of the function providing service. However, this contract shall be continued the following one (1) year in the same conditions unless Customer or the Company apply for termination before one (1) month from the expiry date.

2.If the Customer terminate the Usage Agreement prior to the expiration of the Usage Term, “Early Termination Form” prescribed by the Company shall be submitted. The Usage Agreement shall not be terminated in the middle of each month, and the Usage Agreement shall be terminated on the last day of the month following the month in which the "Early Termination Form" is received by the Company.

3.If the Customer terminates the Usage Agreement during the minimum Usage Term defined by Article 5, as a penalty, the Customer shall pay to the Company, by date of termination, the amount equivalent to the usage fee amount to be incurred from the date of termination until the expiry date of the minimum Usage Term.

Article 19 (Suspension of the Service)

1.In any of the following cases, without obtaining the Customer's consent, the Company may suspend the provision of all or part of the Service; provided, however, that the Company shall notify in advance the suspension of the Service in accordance with this Paragraph of the Customer, except in case of unavoidable emergencies.
① If construction of the Company Equipment (which shall mean any and all equipment necessary for the provision of the Service. The same shall apply hereafter.), or urgent modification or maintenance of the provided system is needed;
② If there are unavoidable circumstances such as malfunctions in the Company Equipment;
③ If it is difficult for the Company to provide the Service due to the stoppage or suspension of the services offered by the telecommunications operators;
④ If a third party gained unauthorized access to the Service or the Company Equipment through a telecommunication network, and used the Service illegally, or if it is suspected that those actions are taken.
⑤ If a war, riot, disturbance, labor disputes, earthquake, eruption, flood, tsunami, fire, power outage or other state of emergencies occurs or is likely to occur, and there is a need to ensure the important communication provided in Telecommunications Business Law; or
⑥ If the Customer fails to pay the usage fee, or otherwise the Customer breaches these Terms.

2.The Company shall not be liable for any damages suffered by the Customer or third parties that are caused by the suspension of the provision of the Service provided in the preceding paragraph.

Article 20 （Abolition of the Service）

The Company may abolish all or part of the Service and terminate all or part of the Usage Agreement on the abolition date, in any of the following cases:
① If the Company gives notification to the Customer six (6) months prior to the abolition date; or
② If the Company is unable to provide the Service due to force majeure such as natural disasters.

Article 21 (Cancellation of the Usage Agreement)

1.In the event that the Customer falls under any of the following items, the Company may cancel the Usage Agreement without notifying the Customer:
① If the Customer fails to pay the Usage Fee, etc. even once;
② If the Customer breaches these Terms;
③ If any note or check has been dishonored even once, or otherwise payments has been suspended;
④ If a petition of bankruptcy (hasan), commencement of civil rehabilitation proceedings (minji saisei tetsuzuki kaishi), commencement of corporate reorganization proceedings (kaisha kosei tetzusuki kaishi), or commencement of special liquidation (tokubetsu seisan kaishi) (including similar petition outside Japan) has been filed, or if the resolution/decision for dissolution has been made
⑤ If a petition for auction (keibai), attachment (sashiosae), provisional attachment (kari sashiosae) or provisional disposition (kari shobun) (including similar petition outside Japan) has been filed, or the Customer is subject to disposition of delinquency of taxes;
⑥ If the Customer abolishes its business;
⑦ If the Customer’s business has deteriorated or is likely to deteriorate significantly;
⑧ If the Customer is an organized crime group (boryokkudan), organized crime group member (boryokudanin), a quasi-member of an organized crime group (boryokudan jun koseiin), a group related to an organized crime group (boryokudan kankei dantai), a person related to an organized crime group (boryokudan kankeisha), a corporate extortionist (sokaiya) etc., a corporate swindler acting in the name of a social movement, etc. (shakai undo to hyobo goro), an organized crime group that utilizes special intelligence (tokushu chino boryoku shudan), etc. and other anti-social forces (including similar person or group outside Japan, collectively referred to as the ”Anti-social Forces” hereafter), or if the Customer was the Anti-social Forces in the past;
⑨ If the Customer’s business activities is controlled by the Anti-social Forces, or Anti-social Forces involves in the Customer’s business activities;
⑩ If there is a person who falls under Anti-social Forces among the Customer’s officers or employees.
⑪ If the Customer (if the Customer is a corporation, its officers) has been arrested or under detention, or is subject to criminal prosecution;
⑫ If the Customer, by itself or using a third party, conducts any act, etc. that could threaten the order or safety of the civil society and interfere the sound business activities or the development of the society such as damaging the credit of the Company or the customers of the Company by spreading rumors, using fraudulent means or using force, conducting deceptive acts showing boorish behavior, demanding beyond the reasonable extent, or using violence or threatening behavior:
⑬ If the Customer tells the Company or the Company's customer that the Customer, or any of the affiliate group or person of the Customer falls under the Anti-social Forces, etc.; or
⑭ If the Customer provides funding or other benefits, etc. to the Anti-social Forces.

2.In the event that the Usage Agreement has been canceled in accordance with the preceding paragraph, the Customer shall lose the benefit of time regarding the Customer’s debts for the Service, and immediately repay all the debts to the Company.

3.If the Customer falls under any of the items set forth in Paragraph 1, the Customer shall compensate for the damages incurred by the Company.

Article 22 （Process at the Termination of Agreement）

1.Regardless of the reason, if the Usage Agreement is terminated, the Customer shall remove the Customer Data prior to the termination of the Usage Agreement.

2.After the termination of the Usage Agreement, the Company will immediately disable the Customer's Account, and will remove and discard the remaining the Customer Data.

Article 23 (Delayed Damages)

If the Usage Fee, etc. and other liabilities are not paid until the payment date, the Customer shall pay the delayed damages at the rate of fourteen point six percent (14.6%) per annum from the day following the payment date until the day the payment is actually made,.

Article 24 (Scope of Liability)

1.The Company shall be liable for the actual and direct damages suffered by the Customer in relation to the usage of the Service, only if there is willful misconduct or gross negligence; provided, however, that in any case, the compensation amount shall not exceed the monthly service fee of the month when the cause of the damages occurred.

2.In case that the Customer is unable to use all or part of the Service (which shall mean the case where the Company does not provide any of the Services, or where significant hindrance on providing the Service makes it almost impossible to use the Service at all, referred to as the "Unavailable Status" hereafter) the Customer shall notify the Company immediately.

3.In the case set forth in the preceding paragraph, if the cause is attributable to the Company, the Company will refund the amount calculated by multiplying the number obtained by dividing the elapsed time since the Company knew the Unavailable Status of the Customer by twenty four (24), by one thirtieth (1/30) of the monthly service fee, as long as the Unavailable Status has continued for twenty four (24) hours or more since the Company knew the Unavailable Status of the Customer.

4.Even if the cause of the Customer’s damages is attributable to the Company, the Company shall not be liable in any case for damages arising from a special circumstance (regardless of whether or not it was predicted or predictable), indirect damages, lost profits, loss of opportunities, loss of data, consequential damages or the Customer’s damages due to compensation claim from a third party.

5.If the Customer has suffered damages due to the cause attributable to the telecommunication operator other than the Company, the Company shall compensate the damages with the limit of amount that the Company received from such telecommunication operator upon the Customer’s request.

Article 25 (Disclaimer)

The Company shall not bear any responsibility for the following damages:
① Damages suffered by the Customer due to the cause not attributable to the Company, such as natural disasters including fire, flood, earthquake and lightning strikes;
② Damages suffered by the Customer due to the Customer's connection circumstances, such as the internet connection service failure to connect to the Company Equipment;
③ Damages suffered by the Customer due to the telecommunication service failure provided by a third party;
④ Damages suffered by the Customer due to an invasion of the viruses which are not covered by computer anti-virus software provided to the Company by a third party for the provision of the Service;
⑤ Damages suffered by the Customer due to unauthorized access or attack, or eavesdropping on the communication route, which cannot be prevented with a due care of a prudent manager;
⑥ Damages suffered by the Customer due to the hardware, software, and database contained in the Company Equipment, which are not manufactured by the Company;
⑦ Damages suffered by the Customer due to the non-compliance of the Customer to the security measures, etc. determined by the Company for the usage of the Service;
⑧ Damages suffered by the Customer due to an unauthorized usage of the Service by a third party by the means of unauthorized usage, etc.;
⑨ Damages suffered by the Customer due to the Customer’s usage of the information obtained in relation to the Service;
⑩ Damages suffered by the Customer due to the equipment and software prepared by the Customer, or the Customer's poor operation, in using the Service;
⑪ Damages suffered by the Customer due to conflicts with a third party that has arisen out of communications in using the Service;
⑫ Damages suffered by the Customer due to forced disposal based on the court order or laws and regulations; and
⑬ Other Damages suffered by the Customer due to the cause not attributable to the Company.

Article 26 (Claims from third parties)

1.If a third party makes or files an action for, etc. a claim to the Company in relation to usage of the Service by the Service the Customer shall solve the dispute at its own responsibility and expense.

2.If the Company has suffered damages due to the dispute provided in the preceding paragraph, the Customer shall compensate for such damages.

3.The provisions of the preceding two paragraphs does not apply if the cause of the dispute is only attributable to the Company. Also, if the cause is both attributable to the Customer and the Company, the Customer and the Company shall cooperate in the resolution, and the burden of costs, etc. shall be determined upon consultation.

Article 27 (Non-warranty, etc.)

The Service and all the contents shall be provided on "as is" basis. The Company shall not guarantee the reliability, timeliness, quality, fitness, truthfulness, all-time availability, accuracy and completeness in relation to the Service, including the following matters:
① The usage of the Service is safe, timely and not interrupted, and has compatibility with other hardware or software systems and data;
② The Service fits for the Customer's request or demand;
③ The stored data is accurate and reliable.
④ The quality of the contents of the products, services and information, etc. purchased or obtained through the Service fits the Customer’s request or demand;
⑤ Errors or defects are to be corrected; and
⑥ There are no viruses or other harmful elements in the Service and in the server which is used to enable the Service.

Article 28 (Matters to be Notified)

1.If there is any change in the matters reported to the Company at the time of application for usage (address, firm name, representative or name, etc.), the Customer shall immediately give notification of change to the Company.

2.The Company shall not be responsible for the damages caused to the Customer or third party by neglecting the notification provided in the preceding paragraph.

3.Even in the case provided in the preceding paragraph or the case where the notifications from the Company are undelivered due to the error in the reported matters, the notification shall be deemed to have been delivered when the notification should have normally arrived.

Article 29 (Amendment to These Terms)

1.The Company may amend these Terms without the prior consent of the Customer. In this case, terms of use for the Service shall be subject to the amended these Terms.

2.In the event that these Terms are amended, the Company will notify the Customer of the contents of amendment in accordance with the following paragraph. If the Customer uses the Service after the notification of amendment, or if the notification to the effect that the Customer do not accept the amendment does not arrive to the Company within five (5) business days, it is deemed that the Customer accepts the amendment.

3.The notification of the contents of the amendment to these Terms to the Customer from the Company shall be given by way of posting on the Company's homepage or other method as the Company finds appropriate.

4.The Customer shall be obliged to check the notification of amendment to these Terms from the Company without delay by browsing the Company’s homepage from time to time, etc.

Article 30 (Governing Law)

These Terms and the Separate Terms shall be governed by the Laws of Japan.

Article 31 (Jurisdiction)

For the disputes concerning the Service, depending on the amount of the case, the Tokyo District Court or the Tokyo Summary Court shall be the exclusive consensus court of jurisdiction in the first instance; provided, however, that the Company may file the claim in the Customer's location.

Article 32 (General)

If any provision in these Terms is determined to be invalid or unenforceable by the court which has jurisdiction, such provision shall be interpreted so that it reflects the intent of the invalid or unenforceable provision as closely as possible, and other provisions shall remain in effect.