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Terms of Use

Welcome to our website. By using the Seravia website at http://www.seravia.com (the “Site”), you agree to be bound by these terms of use (the “Terms of Use”) and agree to comply with all applicable laws and regulations. In these Terms of Use, the words “you” and “your” refer to each user of the Site, and “we”, “us” and “our” refer to Seravia (Ireland) Limited, an Ireland corporation, and any and all of Seravia (Ireland) Limited’s parent, subsidiary and affiliate entities. “Services” refers to all services and products provided by us. “Seravia” refers collectively to Seravia (Ireland) Limited and any and all of Seravia (Ireland) Limited’s parent, subsidiary and affiliate entities. It is your responsibility to review these Terms of Use periodically as these Terms of Use may change from time to time.

YOUR USE OF THE SITE CONSTITUTES ACCEPTANCE OF THE TERMS OF USE. IF AT ANY TIME YOU FIND THESE TERMS OF USE UNACCEPTABLE OR YOU DO NOT AGREE TO THESE TERMS OF USE, YOU SHOULD IMMEDIATELY EXIT THIS WEBSITE. UPON YOUR USE OF THE SITE, THESE TERMS OF USE CONSTITUTE A LEGALLY ENFORCABLE AGREEMENT (THE “AGREEMENT”) BETWEEN YOU AND US. THE AGREEMENT GOVERNS YOUR USE OF THE SITE AND ALL YOUR RIGHTS AND OBLIGATIONS REGARDING SUCH USE OF THE SITE. YOUR USE OF SERVICES IS HEREBY EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF USE.

Intended Audience. You agree that by using the Site and the Services, you are at least 18 years of age and you are legally competent to enter into a contract. Minors are not eligible to use this Site.

Seravia’s Services Do Not Constitute Legal Advice. Seravia’s Services at no time are intended to constitute legal advice. Seravia’s Services consist of providing you with helpful recourses for you to review and use to the extent you determine advisable when finding solutions to your employment, tax, incorporation, and other legal needs. In providing such resources, Seravia may, but is not obligated to, review the information you submit to the Site or otherwise to Seravia for completeness, for spelling checks, consistency of names, addresses, etc. Seravia will not review the information you submit to the Site or otherwise to Seravia for legal sufficiency.

As part of the Services provided by Seravia, you may use the Site to generate Documents (defined herein below). These Documents are templates that are not customized to your specific legal needs. You populate the Documents with the information that you determined to be advisable. The Documents provided are intended to be standardized contracts applicable to numerous users. However, the Documents do not reflect all the legal avenues or choices available to you. As a result, Seravia makes no assertion or guarantee that the Services in any way have been particularly prepared for your facts or situation. Seravia at no time provides particularized advice to your specific information. Any guidance Seravia offers on the Site, include by way of contextual help, error, and warning messages, and any other textual representations made on the Site, is meant as generalized information to assist you in drawing conclusions based on your knowledge of your own particular set of facts and circumstances. For example, you understand that Seravia makes no guarantee that the bylaws that Seravia provides for your business meet your business needs, and that it is your responsibility to review the bylaws with or without a lawyer. You further understand that some states may have specific statutes or laws that render some provisions of the bylaws provided inapplicable or void. It is your responsibility to consult a lawyer to the extent you determine necessary and advisable to evaluate the legal sufficiency of the template documents provided on the Site.

Seravia is not allowed to engage in the practice of law and may not provide legal advice, opinions, or recommendations regarding any of the Services. Seravia is not a law firm and you should not consider the Services as substitutes for the advice of an attorney. Any information or Services made available via the Site does not constitute legal advice. Moreover, the availability, operation, transmission, receipt or use of the Site or the documents generated on the Site are not meant to create, and do not constitute the formation of, an attorney-client relationship or any other special relationship or privilege. Should you rely on the Site or the documents generated from the Site for any purpose without seeking legal advice from licensed attorneys in the relevant state(s), you do so at your own risk. You understand that you may obtain free legal advice from your local state bar association or legal aid office.

You agree that if prior to your purchase of any Service or Materials (defined herein below), you believe that Seravia has provided you with any legal advice, opinion, or recommendation, that you will not proceed with the purchase.

Seravia cannot guarantee that all of the information on the Site or in the Documents is completely current or correct because laws are constantly being revised. Moreover, laws vary from jurisdiction to jurisdiction, and the Services Seravia provides may not fit every circumstance. Therefore, if you require legal advice, if you do not understand the substantive contents of any of the Services, or if our Services do not adequately meet the complexity of your needs, you should consult with a licensed lawyer.

Use of Seravia’s Documents and Services. On the Site, we offer for sale self-help documents and services including but not limited to various contracts, tax forms, and formation documents for your corporation (the “Documents”). You choose the terms of each Document based on your own determination, and with the understanding that any statements or representations made by us regarding the contents of the Document are strictly informational, and should not be relied upon as legal advice.

License to Use: Seravia grants you a limited, personal (to you or to your company), non-exclusive, non-transferable license to use our Documents for your own informational, personal, internal business, non-commercial use, or if you are an attorney or professional, for your client. Notwithstanding the foregoing sentence, you agree that you may not and will not resell the Documents for any reason. Unless otherwise explicitly provided, you acknowledge and agree that you have no right to modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Documents in any manner, except for modifications in filling out the Documents for your own use as permitted. You must not remove any copyright notice from any Document.

Your license to use will terminate automatically without notice if you breach any of the terms or conditions of the Terms of Use.

Privacy Policy. Seravia respects your privacy and your use of the Site is governed by Seravia’s Privacy Policy. Seravia’s Privacy Policy is meant to be read along with these Terms of Use and is incorporated into this Agreement by reference.

You acknowledge, understand and consent that certain personal information will become part of certain public records after the filing of certain documents with state, federal or international agencies, including without limitation the filing of your trademark application with various trademark authorities such as the United States Patent and Trademark Office, among others. You agree and understand that Seravia has no control over, and is not responsible for, how these third parties handle your personal information.

Trademark Services. You hereby authorize Seravia to affix your digital signature to trademark applications that you authorize us to file to fulfill our obligations in the Terms of Use. Seravia’s trademark filing services do not include any subsequent responses to any legal challenges from the USPTO or third party oppositions to your proposed trademark. You agree to represent yourself in such matters.

User Account Information. When using the Site and Services you agree to provide accurate information when submitting information on the Site. We also ask you to provide a user name and password. You agree that you will maintain the confidentiality of your password. You also agree that you will not use a user name or password that does not belong to you. We take no responsibility and will have no liability to you or to any third party for: (i) the loss, alteration, or destruction of your information; and (ii) any financial losses resulting from therefrom, unless such loss, alteration, or destruction is the result of gross negligence or willful misconduct by Seravia. Seravia may hold you liable for any losses to Seravia, including its officers, directors, employees, consultants, agents and representatives incurred as a result of a third party’s use of your account, user name, or password with or without your consent.

You must notify Seravia immediately if you suspect that your account has been inappropriately accessed. Please contact our technical support staff at [email protected] in the event you forget your username or password. This information will be protected pursuant to our Privacy Policy. In addition, you agree that you grant Seravia a worldwide, royalty-free, nonexclusive, and fully sub-licensable license to use, distribute, reproduce, modify, publish and translate your personal information which will be used only for the purpose of enabling your access and use of Seravia’s Services. You understand that at any time you may revoke this license by removing your personal information from the Site.

Ownership. Seravia owns the Site. All rights, title, and interest in and to the materials, information, and intellectual property provided on the Site, including but not limited to documents, trademarks, logos, graphics, sounds and images (the “Materials”) are owned either by Seravia or by our respective third party authors, developers or vendors, if any (”Third Party Providers”). Any rights not expressly granted herein are reserved for Seravia.

Except as Seravia specifically provides, you may not copy, reproduce, republish, download, upload, post, transmit, or distribute the Materials. Nothing on the Site may be construed to confer any license of Seravia’s intellectual property rights, whether by implication, or otherwise. Seravia does not sell, license, lease or otherwise provide any of the Materials other than those specifically identified as being provided by Seravia.

Security. In order to ensure the privacy and security of your information, all your sensitive personal and company information is encrypted and stored in a highly secure environment protected by world-class security features. Once your information is in our system, only authorized Seravia personnel may access it. Sensitive and confidential user information is encrypted with Secure Sockets Layer (SSL). The use of SSL ensures that all files and information being uploaded and downloaded across the internet are encrypted at a high level of security. In addition to SSL protection, user information is further protected by password protection and pre-defined non-amendable access control limits. To avoid unintentional disclosures and to protect the privacy of each user, access control limits are pre-defined so that users know exactly what information will be made available to other users.

Third Party Content & Sites. Seravia is not responsible for and does not endorse or accept any responsibility for the availability, contents, products, services or use of any third party site, any Web site accessed from a third party site or any changes or updates to such sites. The links to such sites are provided to you only as a convenience. You agree that your access and use of such third party sites is at your own risk and that Seravia is not responsible for any loss or damage resulting from your use of such a third party site. You should contact the site administrator for the applicable third party site if you have any concerns regarding such links or the content located on any such third party site.

Delivery Policy. Upon purchase of a Service from the Site, Seravia will deliver the materials purchased via the internet, either through a download or through access to certain online services. The purchased Services will be made available (by download or access to areas of the Site) to all appropriately authorized users allowed to have access to the Documents or Services. Those without the requisite access will not be able to access the purchased materials on the Site. All purchasers must first accept this Terms of Use and the Seravia Privacy Policy before any materials may be purchased by or delivered to you. Your failure to comply with these Terms of Use may result in legal action taken against you.

Seravia’s Rights and Responsibilities.

Although we cannot make an absolute guarantee of system security, Seravia takes reasonable steps to maintain security. If you believe our system security has been breached, contact us by email at [email protected] for help. If Seravia’s technical staff finds or has reason to believe that files or processes belonging to a user pose a threat to the proper technical operation of the system or to the security of the user or other users, Seravia reserves the right to delete or otherwise remove or dispose of those files or to stop those processes. If the Seravia technical staff suspects a user name is being used by someone who is not authorized by the proper user, Seravia may disable that user’s access to preserve system security.

Seravia reserves the right, in our sole and absolute discretion, to edit, redact, delete, or otherwise change any content (“User Content”) posted or otherwise submitted to the public areas of the Site, if any that Seravia determines to be inappropriate or otherwise in violation of these Terms of Use, including but not limited to User Content containing offensive language and advertisements.

Termination Rights. Seravia reserves the right to refuse Service to anyone and to cancel user access at any time. While it is our goal to provide you with a useful, stable and available service, we cannot and therefore do not guarantee that there will be no unforeseen difficulties, technical or otherwise, which may result in Service interruptions or loss of data. Seravia may also cancel or refuse services to any user who inappropriately uses the Site or violates the Terms of Use.

Seravia reserves the right to change or discontinue, either temporarily or permanently, any part or all of its Services at any time and without prior notice. You agree that Seravia will not be liable for any damages, including but not limited to lost business opportunities, should such discontinuance occur.

Seravia reserves the right to cancel accounts that have been inactive for at least twelve (12) months. . You agree not to hold Seravia responsible for any loss you may incur as a result of Seravia taking any of the actions described above.

Your Rights and Responsibilities. We ask that any registration data you provide to Seravia is true, current, and complete. In the event that any of this information changes, it is your responsibility to update such information on your personal profile page. Please refer to our Privacy Policy for more details on use of personal identifiable information.

You are responsible for any User Content – including writings, files, pictures or any other work – that you post on the Site. In posting User Content, you are responsible for respecting the intellectual property and privacy rights of others. You agree you will also respect the rights of others not to be libeled, slandered, or otherwise have their rights infringed upon.

In posting User Content, you allow Seravia to copy your works as part of the normal backup process. However, you may remove any of your works from User Content at any time. You understand Seravia disclaims all copyright and ownership in such works and all responsibility for them.

You agree that you will not post any User Content for any illegal activity under the laws of the United States or in violation of these Terms of Use. As this Site is accessible among several jurisdictions worldwide, and because the law among various jurisdictions may differ, please consider the possible effect of laws outside Seravia’s locality or your own residence.

While using the Site, you must not: (i) breach the Terms of Use or any other Site policy or rule; (ii) circumvent or manipulate our fee structure, the billing and payment process, or fees owed to Seravia; (iii) post, list or upload content or items in an inappropriate category or area on our Site; (iv) post content which is false, inaccurate, misleading, obscene, libelous, harassing, abusive, threatening, invasive of a member’s privacy, or in violation of any other individual’s or corporation’s intellectual property rights (including personal information); (v) transfer your Seravia account, user name, or password to another party without our consent; (vi) distribute or post spam, chain letters, or pyramid schemes; (vii) distribute viruses or any other technologies that may harm Seravia or take an action that may impose an unreasonable burden or load on our infrastructure; or (viii) copy, modify, or distribute content from the Site and Seravia’s copyrights and trademarks.

If you are registering with Seravia as a corporate entity, you represent that you have the authority to legally bind that entity.

NO WARRANTY

THE SITE AND ALL MATERIALS, DOCUMENTS OR FORMS PROVIDED ON OR THROUGH YOUR USE OF THE SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY LAW, SERAVIA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

SERAVIA MAKES NO WARRANTY THAT: (A) THE SITE OR THE MATERIALS WILL MEET YOUR REQUIREMENTS; (B) THE SITE OR THE MATERIALS WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE BASIS; (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SITE, OR ANY MATERIALS OFFERED THROUGH THE SITE, WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SITE OR IN RELIANCE ON THE MATERIALS WILL MEET YOUR EXPECTATIONS.

OBTAINING ANY MATERIALS THROUGH THE USE OF THE SITE IS DONE AT YOUR OWN DISCRETION AND AT YOUR OWN RISK. SERAVIA SHALL HAVE NO RESPONSIBILITY FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY CONTENT, MATERIALS, INFORMATION OR SOFTWARE FROM OR RELATING TO YOUR USE OF THE STIE.

LIMITATION OF LIABILITY. IN NO EVENT WILL SERAVIA OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE (INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS, REVENUE, PROFITS, USE, DATA OR OTHER ECONOMIC ADVANTAGE), HOWEVER IT ARISES, WHETHER IN AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, OR ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THIS SITE OR MATERIALS AVAILABLE FROM THIS SITE, EVEN IF SERAVIA HAS BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. IF YOUR USE OF MATERIALS FROM THIS SITE RESULTS IN THE NEED FOR SERVICING, REPAIR OR CORRECTION OF EQUIPMENT OR DATA, YOU ASSUME ANY COSTS THEREOF. YOU AGREE THAT SERAVIA WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY INTERRUPTION OF BUSINESS, ACCESS DELAYS OR ACCESS INTERRUPTIONS TO THE SITE, DATA NON-DELIVERY, MISDELIVERY, CORRUPTION, DESTRUCTION OR OTHER MODIFICATION, LOSS OR DAMAGES OF ANY SORT INCURRED AS A RESULT OF DEALINGS WITH THE WEBSITE OR ARISING THROUGH CONNECTIONS WITH OFF-WEBSITE LINKS ON THE SITE, COMPUTER VIRUSES, SYSTEM FAILURES, OR MALFUNCTIONS WHICH MAY OCCUR IN CONNECTION WITH YOUR USE OF THE SITE, INCLUDING DURING HYPERLINK TO OR FROM THIRD PARTY WEBSITES, ANY INACCURACIES OR OMISSIONS IN CONTENT. YOUR SOLE EXCLUSIVE REMEDY WILL BE TO DISCONTINUE USING THIS SITE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

Indemnification. You agree to defend, indemnify and hold harmless Seravia, our officers, directors, shareholders, employees and agents from and against any and all claims, liabilities, damages, losses or expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with your access to or use of the Site and the Materials.

Intellectual Property. The Site contains content that is the intellectual property of Seravia and its affiliates, if any. This content is protected by domestic and international copyright and trademark law and may not be used except as expressly provided for in these Terms of Use. Unless Seravia or the appropriate rights holder grants you permission, the publication, distribution, display, and retransmission of any portion of the Site, in any medium, is hereby expressly prohibited. Seravia reserves all rights not expressly granted by this Terms of Use.

You agree to obey the law and you agree to respect the intellectual property rights of others when using this Site and the Materials accessible through this Site. Your use of the Service and the Site is at all times governed by and subject to laws regarding copyright, trademark and other intellectual property ownership. You agree not to upload, download, display, perform, transmit or otherwise distribute any information or content in violation of any third party’s copyrights, trademarks or other intellectual property or proprietary rights. You agree to abide by copyright and intellectual property laws, and you will be solely responsible for any violations of any relevant laws and for any infringements of third party rights caused by any content you provide or transmit or that is provided or transmitted using your Seravia user account.

If Seravia believes that any content or materials infringe the intellectual property rights of others, Seravia may immediately remove such content and investigate such allegations immediately.

If you believe that your copyright has been infringed, and you would like Seravia to remove the material in question, please contact [email protected].

Fees. Setting up an account on the Site and joining Seravia is free. We clearly state which of our Services incur fees from the users. Unless otherwise stated otherwise, all amounts are in $USD. Before incurring any fees you will have an opportunity to review and accept the fees that you will be charged. We may choose to change our fees at any time, and such changes are effective as soon as they are posted.
You agree that you must pay all fees and applicable taxes associated with using the Site and Services in a timely manner with a valid payment method. If your payment method fails or your account is overdue, you agree to allow us to collect fees owed by charging other payment methods on file with us and retaining collection agencies and legal counsel. You agree that we may issue you with invoices in electronic format by email or on the Site.

Refunds. While we do not offer any warranties with respect to the Services and products on our site, we are committed to working with you to ensure that our Services and products are not defective. In the event of a defective product or Service, we ask that you notify us at [email protected] within fourteen (14) days of the purchase date to receive a refund. If after receiving your refund request Seravia is unable to resolve the problem, Seravia will provide you with a refund within a reasonable time. Please understand that if Seravia may fix your problem and address your concern within a reasonable amount of time, Seravia will do so in lieu of providing you a refund. Should you receive a refund from any credit card company, merchant service or other source of payment for the purchase of Seravia Services and should that company, merchant or other source impose any fee or amount to Seravia in order to provide you with a refund, you shall reimburse Seravia for the refund fee or amount that Seravia is charged.

Inappropriate Content. When accessing the Site or using Seravia’s Services, you agree not to upload, download, display, perform, transmit or otherwise distribute any content that: (a) is obscene, pornographic, abusive or threatening, libelous, defamatory; (b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil liability or otherwise violate any applicable local, state, national or foreign law or regulation; or (c) advertises or otherwise solicit funds, goods, or services. Seravia reserves the right to terminate or delete such material from its servers. Seravia will cooperate fully with any law enforcement officials or agencies in the investigation of any violation of these Terms of Use or of any applicable laws. Please report problems, offensive content and policy breaches to us at [email protected].

Compliance with Export Restrictions. In conjunction with your use and access of this Site and the Materials, you agree you will not download, use or export the Site or the Materials in violation of United States export laws or regulations or other applicable laws or regulations. You agree to obtain any necessary licenses to export or re-export as may be required in connection with your use of the Site and Materials.

No Agency. No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Compensation. You agree that you will only use the Sites, Services, and Materials in accordance with the Terms of Use. You shall compensate us (including our affiliates and directors, officers, agent, and employees) in full for any losses or costs, including reasonable legal fees, we incur arising out of any breach by you of this Terms of Use or your violation of any law or the rights of a third party.

Release. If you have a dispute with one or more users, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential, to the extent permissible by law) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes.

Dispute Resolution & Choice of Law. If a dispute arises between you and Seravia, we strongly encourage you to first contact us directly at [email protected] to seek a resolution. To the extent permissible by applicable laws, any cause of action that you wish to bring with respect to your use of the Materials or Site must be brought within one (1) year after the cause of action arose or forever be waived and barred. All actions are subject to the Terms of Use. By using this Site, you agree that Delaware law, without regard to choice of law principals, must govern any dispute related to the use of the Site. You agree to the sole and exclusive jurisdiction and venue of the courts in Hong Kong. This choice of venue provision is intended by the parties to be mandatory, thereby requiring the parties to conduct litigation in the courts of Hong Kong. Each party to this Agreement hereby waives any right it may have to assert and argue the doctrine of forum non conveniens, or similar or equivalent doctrine, or to object to venue with respect to any action or other proceeding brought pursuant to this provision.

Notices. Except as explicitly stated otherwise, all service of process directed at Seravia must be served by registered mail to Seravia, 11142 S. Washtenaw, Chicago, IL 60655. We shall send notices to you via email to the email address you provide to Seravia. Notice is deemed delivered twenty-four (24) hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by registered mail to the address provided during the registration process. Notices sent to either party by registered mail shall be deemed to have been received by that party three days after the date of mailing.

Severability and Survival. If any provision of the Terms of Use is found unenforceable by any court of competent jurisdiction, said unenforceable provision will not affect the validity of the other provisions of the Terms of Use, which will remain in effect. The following Sections survive any termination of the Terms of Use: Fees (with respect to fees owed for our Services), Compensation, Release, Content License, Liability, Warranty, Indemnification, and Dispute Resolution.

Modifications to the Terms of Use. Seravia may change the Terms of Use at any time and in its sole discretion. The modified Terms of Use will be effective immediately upon posting on the Site. By continuing to use the Site, you agree to the new posted Terms of Use. If you do not agree with the modified Terms of Use, your only remedy is to discontinue using the Site.

IRS CIRCULAR 230 DISCLOSURE. To ensure compliance with requirements imposed by the IRS, we inform you that any tax advice contained on this website, unless expressly stated otherwise, is not intended or written to be used, and cannot be used, for the purpose of (i) avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing or recommending to another party any tax-related transaction or matter addressed herein. Further, nothing on our Site is meant to be considered a “covered opinion” as described in Circular 230.

Enforceability of this Agreement. Should any part of this Agreement be held invalid or unenforceable, you agree that such part must be construed consistent with applicable law, and the remaining portions will remain in full force and effect. The parties to this Agreement hereby agree to negotiate in good faith to reform the invalid provision(s) in accordance with applicable laws. Seravia’s failure to enforce any provision of this Agreement must not be deemed a waiver of such provision nor of the right to enforce such provision.