This Investor Portal Agreement was last revised and is effective as of March 1, 2023

Welcome and thank you for using the portion of our Website that allows Investors who register for access, to take advantage of certain features and functions we make available to Investors online (the “Investor Portal”). We will refer to the terms and conditions in this Investor Portal Agreement as the “Investor Agreement.”  If there are any terms that are not specifically defined below, they will have the same meaning as defined or use in our Terms of Use, Privacy Policy and Privacy Notice, all of which, together with this Investor Agreement, are part of your Agreement with us as an Investor. As a reminder, we use terms like the “Company”, “we”, “us” or “our”, “ours” to refer to Calvera Partners, LLC, the operator and provider of this Investor Portal.

Please read this investor agrement carefully because by accessing or using our Investor Portal you are representing to us that you have read, understand and are agreeing to be legally bound by everything written here, including the disclaimers and limitations of liability.

as an investor, You acknowledge, understand and agree that this investor agreement, together with the Non-Disclosure Agreement and Portal Privacy Policy are incorporated into and form a part of this investor agreement and part of our Agreement with you. this investor agreement requires you to agree to give up substantial legal rights. consequently, if for any reason you do not or cannot agree to all the terms and condition in this investor agreement, leave the investor portal (OR LOG OUT immediately, IF YOU are ALREADY LOGGED IN) and do not USE THIS investor portal. if you do you will be legally bound by all the terms and conditions in this investor agreement.

1. Use of this Website.

1. License.  Subject to your compliance with this Investor Agreement, we grant you a limited, revocable, nonexclusive, non-assignable, non-sublicensable and non-transferable license and right to use our Investor Portal with a generally available web browser to view information and take advantage of any other features and functions we choose to make available at any time and from time to time.  Any other use of this Investor Portal is strictly prohibited and a violation of this Investor Agreement. The Company, its Service Providers and licensors reserve all rights not expressly granted in this Investor Agreement, including, without limitation, all rights,  title, ownership, intellectual property and other interests in this Investor Portal.
2. Consent to Electronic/Digital Agreements.  Use of our Investor Portal constitutes your consent to the transmission and receipt of any and all approvals, consents, notices, disclosures, records, documents, contracts and agreements that are legally effective and/or binding between you and the Company in digital or electronic form (“Electronic Contracts”), whether by typing your name, checking a box, pressing a button, clicking or selecting a hyperlink, or taking any other action or otherwise demonstrating any intent to be bound to such Electronic Contract, any of which shall create a legal, valid and binding contract enforceable against you in accordance with its terms.
3. Cessation of Service.  We reserve the right to modify, terminate and suspend the operation of this Investor Portal, as well as the provision of any or all products, services, features or functions available on or through this Investor Portal, without notice or liability, at any time and for any or no reason in our sole and absolute discretion.
4. Risks Inherent in E-Mail.  You understand that communications transmitted by electronic mail or other digital means (“e-mail”), especially over the Internet, are by their nature insecure and unreliable, subject to interception, misdirection and loss. In addition, an e-mail message may be forwarded by its intended recipient to other unintended recipients. Any recipient of an e-mail sent by this Investor Portal may be able to access the hyper-links to files contained in this Investor Portal, as our Investor Portal does not authenticate or validate the identity or authority of any person following a hyper-link contained in any such e-mail message.

2.  Your Account.

1. Registration & Creation.  In order to access restricted portions of this Investor Portal, you are required to register and create an account (your “Account”) and provide certain personal information, including contact information. We reserve the right to refuse or reject any request to create an account for you for any or no reason at the Company’s sole discretion. When you register, you will be asked to provide a user name and a password and the unique user name and password combination will form the “User ID” for your Account.
2. Responsibility.  You, and only you, are responsible for your Account, keeping your User ID and password confidential and secure and for making sure you give us accurate and complete information.  Do not share or give your User ID or password to anyone, because you are solely and exclusively responsible for any and all transactions, interactions and activities involving, associated with or transacted under your User ID and/or Account, even if you did not authorize it and even if you were unaware of it.  We have the right to rely on the accuracy and completeness of the information you provide and you are solely responsible for keeping the contact and other information you provide to us up to date. You assume all risks and liability for inaccurate, incomplete or outdated information associated with your Account.
3. Termination.   You may terminate your Account and access to this Investor Portal at any time by sending us an e-mail to IR@calverapartners.com. We may suspend or terminate your Account and your access to this Investor Portal at any time with or without cause or reason at any time without liability or obligation to you. We may also suspend or terminate your Account and your access to this Investor Portal, reserving all other rights and remedies we may have, if we have reason to believe you have breached this Investor Agreement or any of the terms and conditions of the Agreement with us, including our determination that information you have provided to us is not correct, current or complete or without authorization. If your Account is terminated, we reserve the right to delete any or all of your Account information from the Investor Portal. Termination of your Account or right to access this Investor Portal will not terminate any liability or obligations that arose prior to the effective date of termination, including, without limitation, indemnification obligations.
4. Prohibited Uses.  You agree that:
   1. you will not violate this Investor Agreement or any our rights or the rights of any of our Service Providers, licensors or any other third party;
   2. you will use your true and complete legal name and a valid, true e-mail address from an account which is in your name and you will only give us accurate and complete information which you will update promptly if any of the information you have given us changes;
   3. you will provide and be responsible for maintaining all equipment, software, mobile access and Internet access necessary for you to use this Investor Portal at your own cost and expense;
   4. you will copy information from this Investor Portal only as necessary for your personal, non-commercial use to view, save, print, fax or e-mail such information and except for the foregoing right, you will not otherwise reproduce, modify, distribute, transmit, display or provide access to your Account or any Investor Portal content or information to any other person, firm or enterprise; except you may provide necessary information to your accountant, lawyer, financial advisor or other professional advisors solely for the purpose of advising and preparing necessary government filings;
   5. you will not create derivative works from, decompile, disassemble or reverse engineer any portion of this Investor Portal;
   6. you will not upload to or distribute through this Investor Portal any binary code, macros or other executable code, or any file that contains any viruses, Trojan horses, malicious code or other items, tangible or intangible, designed or likely to damage, impair, affect or limit any aspect of our Investor Portal, its features, functions, capabilities or operations in any way;
   7. you will not record, process or mine information about other users, or access, retrieve or index any portion of this Investor Portal aside from your own Account information, as permitted hereunder;
   8. you will not remove, obscure or modify any copyright or other intellectual property notices that appear on this Investor Portal;
   9. you will not access or use this Investor Portal in any manner that could damage, disable, overburden, place an unreasonable load on, interfere or attempt to interfere with the proper working or operation of, or impair, this Investor Portal, our systems, network or the account of any other user;
   10. you will not attempt to gain unauthorized access to any parts of this Investor Portal or any user accounts, or any of this Investor Portal’s systems or networks;
   11. you will not use this Investor Portal in any way that is unlawful, harms the Company’s business, the Company’s Service Providers, licensors, agents, representatives or any other user, or breaches any term or condition applicable to your use of this Investor Portal;
   12. you will not impersonate another person or misrepresent your affiliation with another person or entity, such as by using another person’s User ID, password or other account information or another person’s name, likeness, image or photograph or otherwise violate any rights of privacy or publicity;
   13. you will not access this Investor Portal through automated queries (such as by screen or database scraping, spiders, robots, crawlers or any other automated activity) with the purpose of accessing, transmitting or obtaining information from this Investor Portal;
   14. you will not engage in “framing” or “mirroring,” or otherwise simulate the appearance or functionality of this Investor Portal; and
   15. you will not, directly or indirectly, attempt, assist, encourage or enable others to violate any of the foregoing obligations.
5. Our Right to Use Your Information.  As between you and the Company, information available in or from your Account or that you make available from time to time on the Investor Portal is your personal information (see our Privacy Policy and the Portal Privacy Policy for more detail regarding your rights regarding your personal information) owned by you. 

3.Representations and Warranties.

1. You represent and warrant to us that:
   1. you are 18 years or older and you have all requisite rights and authority to use the Investor Portal and to enter into and be legally bound by this Investor Agreement;
   2. any and all information you provide is true, complete and accurate and you will update such information as and when there are any changes;
   3. the performance of your obligations under this Investor Agreement will not violate, conflict with, or result in a default under any other agreement, including confidentiality agreements between you and any third parties;
   4. you will only use this Investor Portal for lawful purposes, subject to and in compliance with ther terms and conditions of your Agreement with us, including this Investor Agreement;
   5. you agree the Company will not be liable for any losses incurred as a result of any other party’s use of the Investor Portal accessing or using your Account, User ID and/or password you are solely liable and responsible for your use of the Investor Portal, any use of your Account, User ID and/or password, whether authorized or not, with or without your consent and regardless of whether you are even aware of such use;
   6. you will not use, tamper with or interact with the Investor Portal, in any manner that could damage, disable, overburden, impair, interfere with or otherwise affect the intended and proper use and operation of our Investor Portal;
   7. you understand that, except at expressly stated in this Investor Agreement, this Investor Agreement do not grant you any license to use, reproduce, distribute, display or provide access to any portion of this Investor Portal on third-party websites, or otherwise;
   8. you will not attempt to gain or allow or enable any other party to gain unauthorized access to the Investor Portal, any other accounts, systems, or networks under the control or responsibility of the Company or our Service Providers, through any means whatsoever;
   9. you agree to immediately notify the Company if you become aware or suspect there is or may be any unauthorized use of your Account;
   10. you are solely responsible for maintaining the confidentiality of your User ID and password; and
   11. you will not impersonate another person or misrepresent your affiliation with another person or entity, including using another person’s User ID, password or other account information.
2. You also represent and warrant to us that:
   1. neither you, nor the person, firm or entity that you work for, may be engaged, retained, employed by or who or whom you may act as agent or representative for are a competitor of the Company, its Service Providers or licensors and you are not using the Investor Portal, your Account, User ID or password for reasons that are in competition with the Company its Service Providers or licensors or in any other way that is or may be inconsistent with your representations and warranties and status as an Investor; and
   2. if you are using our Investor Portal in your capacity as an owner, employee, contractor, agent, trustee, representative of any other person, firm or enterprise or in any position other than your own personal use, you agree on behalf of yourself and such person or entity, jointly and severally, to be bound by this Investor Agreement.

4.  Intellectual Property.  The Company its Service Providers or licensors own all of the intellectual property, materials, data and content made available in connection with this Investor Portal (the “Investor Portal Content”), including, without limitation, images, text, any audio or audio-visual material, interfaces, interactive features, graphics, designs, the look and feel, all databases, structure as well as all programming code, products, software and all other elements and components of this Investor Portal.  The Company its Service Providers and/or licensors also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world associated with this Investor Portal and the Investor Portal Content, which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights, laws and international treaties.

(a)     Restrictions.  You may not modify, reproduce, distribute, transmit, copy, create derivative works, translations or adaptations of, publicly display, perform or in any way use or exploit any Investor Portal Content, in whole or in part, except as expressly authorized in writing by the Company or the rights holder, if not the Company.  Except as expressly and unambiguously provided by this Investor Agreement, neither the Company, nor any Service Provider or licensor grants you any express, implied or other rights, all of which are hereby expressly reserved and excluded from the grant of rights and license granted to you under this Investor Agreement.

5.   Privacy.  the Company respects your privacy and limits the sharing of data about you with third parties.  Please consult our Privacy Policy and our Portal Privacy Policy. By agreeing to this Investor Agreement, you acknowledge and consent to the use, sharing and disclosure of your personal information as described in said Privacy Policy and our Portal Privacy Policy, which is incorporated and forms a part of this Investor Agreement as if it were fully set forth here.

6. Indemnification.  You agree to indemnify and hold the Company, as well as the Company’s parents, subsidiaries, affiliates, any related companies, suppliers, Service Providers, licensors and partners, including the shareholders, members, managers, officers, directors, employees, agents and representatives of each of them (collectively, the “Company Parties”) harmless from any and all claims, actions, demands, liability, damages, losses, costs and expenses (including, but not limited to, attorneys’ fees) (each, a “Claim”) arising out of or relating to:

1. your access to and/or use of this Investor Portal;
2. your breach of this Investor Agreement, including without limitation your breach of any representation or warranty;
3. the infringement of any proprietary, intellectual property or other right of any other person, firm or entity arising from your use of the Investor Portal; and/or
4. the nature and content of all materials, Electronic Contracts, works, data, statements and other visual, graphical, text, audio-visual, written or audible communications of any nature submitted by you or on your behalf or otherwise processed through your Account.

The Company has the sole right to conduct and control the defense of any Claim and all negotiations for any settlement or compromise thereof. You agree to cooperate with the Company in the handling and defense of all Claims. Each Company Party is an express third party beneficiary of this indemnification provision, with full rights to enforce its terms directly against you.

7.  Disclaimers; Limitations of Liability.

1. DISCLAIMER OF WARRANTIES.  IN ADDITION TO THE PROVISIONS OF THE TERMS OF USE, YOU UNDERSTAND AND AGREE THAT WE (i) EXPRESSLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE; (ii) DO NOT REPRESENT OR WARRANT THIS INVESTOR PORTAL IS OR WILL BE ERROR-FREE, WILL MEET YOUR REQUIREMENTS, OR BE TIMELY OR SECURE; AND (iii) expressly disclaim any warranty of any kind with respect to freedom from patent, trademark, or copyright infringement, theft of trade secrets or other intellectual property or proprietary rights and the Company does not assume any liability for infringement or misappropriation of any kind arising from the use of the Investor Portal or rights granted or provided by the Company hereunder. USE OF THIS INVESTOR PORTAL IS AT YOUR SOLE RISK AND WE MAKE NO REPRESENTATION OR GUARANTY OF THE CONFIDENTIALITY, PRIVACY OR SECURITY OF ELECTRONIC COMMUNICATIONS OR ANY OTHER MESSAGES OR INFORMATION TRANSMITTED TO OR FROM THE INVESTOR PORTAL. YOU DO NOT HAVE ANY RIGHT TO MAKE OR TRANSMIT ANY REPRESENTATION OR WARRANTY APPLICABLE TO YOU AS AN INVESTOR, TO ANY THIRD PARTY.Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you.  In such event, such warranties are limited to the minimum extent, scope and period allowed by the applicable law. Without limiting the generality of the foregoing, the Company.
2. LIMIT OF LIABILITY.  For the avoidance of doubt, without limiting the generality of the applicability of the general Terms of Use or the overall Agreement you have with us, the disclaimer and limitation of liability set forth in our Terms of Use apply to this Investor Agreement. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN OUR AGREEMENT, INCLUDING THIS INVESTOR AGREEMENT, THE MAXIMUM AGGREGATE CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY, OF ANY AND/OR ALL OF THE COMPANY PARTIES ARISING OUT OF OR RELATED TO THIS INVESTOR AGREEMENT AND THE INVESTOR PORTAL, SHALL NOT EXCEED ONE HUNDRED DOLLARS ($100.00).  THE ABOVE LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, EQUITY, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION OR BASIS OF THE CLAIM AND REGARDLESS OF THE THEORY OF LIABILITY.If applicable law limits the application of the above limitation of liability, the Company’s liability will be limited to the maximum extent permitted by law.

8.  Role of Juniper Square.

1. Acknowledgment.  You acknowledge that Juniper Square, Inc., a Delaware corporation (“Juniper Square”), hosts and operates this Investor Portal on behalf of and as a licensor to the Company, and consent to the sharing of information about you with Juniper Square for storage and processing, in each case for the purpose of hosting this Investor Portal and facilitating provision of products and services by the Company to you. As the licensor of this Investor Portal, Juniper Square owns all of the Investor Portal Content and related intellectual property, other than such Investor Portal Content that is proprietary or personal information of the Company, any other Service Providers, licensors, users or third parties. Juniper Square also own the copyrights, trademarks, service marks, trade names and other intellectual and proprietary rights throughout the world that Juniper Square provides on this Investor Portal and Investor Portal Content (other than such intellectual property rights that constitute proprietary information or registered intellectual property of the Company, any other Service Providers, licensors, users or third parties), which are protected by copyright, trade dress, patent, trademark and other applicable intellectual property rights and laws. You will be required to agree to Juniper Square’s Terms of Use as a condition to your Use of this Investor Portal.
2. Third-Party Beneficiary.  You agree that Juniper Square is an express third-party beneficiary of this Investor Agreement, with full rights to enforce any provisions relevant to Juniper Square on its own behalf or on behalf of the Company, to the extent we fail to do so.

9.  Export Laws. You acknowledge that technology utilized by this Investor Portal and any related products, information, documentation, software, technology, technical data, and any derivatives thereof, that the Company makes available through the Investor Portal (collectively “Excluded Data”), may be subject to export control laws and regulations of the United States and other jurisdictions (collectively “Export Laws”).  You represent and warrant that: (i) you are not located in, under the control of, or a national or resident of an embargoed country or prohibited end user under Export Laws; and (ii) you will not access, download, use, export or re-export, directly or indirectly, the Excluded Data to any location, entity, government or person prohibited by export laws, without first complying with all Export Laws that may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction it operates or does business.  You are solely responsible for complying with Export Laws for all Excluded Data and any of its content transmitted through the Investor Portal and Services.  You shall advise the Company at IR@calverapartners.com in the event the Excluded Data requires the Company to obtain additional licenses, permits and/or approvals from any government in the jurisdiction where you intend to use the Investor Portal or Services.  Upon being advised of such a requirement, the Company may at its sole discretion: (a) terminate your Account; (b) obtain such licenses, permits, and/or approvals as may be required; or (c) modify this Investor Agreement such that additional licenses, permits, and/or approvals are no longer required to be obtained by the Company.

10. Confidentiality.  The information available on the Investor Portal relates to the Company, Company Parties, its and their respective affiliates and affiliated investment funds (each, a “Disclosing Party”) and to the extent not publicly available, is considered sensitive, proprietary and highly confidential. This confidential information includes, but is not limited to, reports available on the Investor Portal for use by Investors and potential investors or their authorized designees.

You agree to treat, hold and maintain confidential information in strict confidence and agree not to use it for any purpose unrelated to your status as an Investor in connection with the evaluation or monitoring of your investment in funds that are available in the Investor Portal. You further agree not to disclose or otherwise make any confidential information available to any other person, firm or enterprise without the express written consent of the Disclosing Party or unless explicitly permitted by the terms of this Investor Agreement. Specifically, you may disclose confidential information on a need-to-know basis to professionals such as investment advisors, accountants, lawyers and tax advisors who are employed, engaged or retained by you (or your business enterprise, if applicable) subject to the condition precedent that: (i) they are bound by an obligation to maintain the confidentiality of such information that is at least as protective as your obligations under this Investor Agreement, and (ii) you do not provide your User ID or password to any other party, including those to whom you are permitted to disclose confidential information. You agree to be fully responsible and liable for the consequences of any violation or breach of confidentiality resulting from your disclosure of confidential information. As part of your obligation of confidentiality, you agree to also be bound by the terms and conditions of the Non-Disclosure Agreement which is incorporated into and forms a part of this Investor Agreement as if it were fully set forth here.

You understand and agree that each Disclosing Party derives significant independent economic, strategic and competitive value from maintaining the confidentiality of confidential information and that disclosure, except as permitted hereunder, subjects the Disclosing Party and/or Disclosing Parties imminent, substantial and irreparable harm, as well as financial and strategic damage, for which money damages are an inadequate and insufficient remedy. Consequently, you agree that any Disclosing Party may, reserving cumulatively all other rights and remedies available under your Agreement with us, at law or in equity, seek injunctive relief or any other equitable remedy without posting any bond or security and you hereby waive any right you may have to claim, plead or argue that equitable relief is an inappropriate remedy in the event of a breach of threatened breach of these provisions.

11.    Miscellaneous

1. Governing Law.  The Governing Law provisions of our Terms of Use apply to this Investor Agreement.
2. Arbitration.  Unless otherwise expressly provided in our Agreement with you, any controversy or claim arising out of or relating to this Investor Agreement, including the scope, enforceability and validity of this Section 11(b), shall be resolved exclusively by final binding arbitration, with proceedings held in the strictest confidence, in accordance with the Comprehensive Arbitration Rules & Procedures of JAMS Arbitrators & Arbitration Services. Judgment upon an award arising in connection therewith may be entered in any court of competent jurisdiction and the arbitrator shall be required to decide any controversy or claim by application of and in accordance with the laws of the State of California and, if applicable, federal law, without regard to any conflict of laws principles that might apply the law of any other jurisdiction. Any arbitration, mediation, court action, or other adjudicative proceeding arising out of or relating to this Agreement shall be held exclusively in the County and City of San Francisco in the State of California or, if such proceeding cannot be lawfully held in a particular location, as near thereto as applicable law permits.
   1. Fees and Costs. The prevailing party or parties in any arbitration, mediation, court action, or other adjudicative proceeding arising out of or relating to this Investor Agreement shall be reimbursed by the party or parties who do not prevail for their reasonable attorneys, accountants and experts fees and related expenses (including reasonable charges for in-house legal counsel and related personnel) and for the costs of such proceeding. In the event that two or more parties are deemed liable for a specific amount payable or reimbursable hereunder, such parties shall be jointly and severally liable therefor.
   2. Waiver of Jury Trial. EACH PARTY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY CONTROVERSY, CLAIM OR DISPUTE IN CONNECTION WITH OR RELATING TO THIS INVESTOR AGREEMENT, OR ANY MATTERS DESCRIBED OR CONTEMPLATED HEREIN, AND AGREES TO TAKE ANY AND ALL ACTION NECESSARY OR APPROPRIATE TO EFFECT SUCH WAIVER.
3. No Assignment.  Neither this Investor Agreement, nor any rights or obligations under this Investor Agreement, are assignable, transferable or sublicensable by you except with the Company’s prior written consent and any attempt do to so without such consent shall be void ab initio.
4. Beneficiaries.  Nothing in this Investor Agreement is intended to, nor will be deemed to, confer rights or remedies upon any third party.
5. Amendments; Waivers.  We may amend this Investor Agreement at any time and from time to time, with or without notice to you and amendments will be effective when posted in the Investor Portal or on our Website, unless we notify you that another effective date will apply. You should revisit this Investor Agreement on a regular basis, as amendments will be binding upon you as of the effective date.  You understand and agree that your continued access or use of this Investor Portal after the effective date of any amendment will signify your acceptance of such amendments and agreement to be bound thereby. This Investor Agreement may not otherwise be amended or modified, in whole or in part, whether by course of conduct or otherwise.  No failure or delay in exercising any right or enforcing any provision of this Investor Agreement shall or shall be construed as a waiver or continuing waiver of that or any other right or provision at that time or at any time in future.
6. Force Majeure.  Neither party will be liable for, or be considered to be in breach of or default under this Investor Agreement on account of any delay or failure to perform as a result of any cause or condition beyond such party’s reasonable control and without that party’s fault or negligence. Each party will use commercially reasonable efforts to restore performance as soon as practicable.
7. Notices.  We will send you notices to the address you have provided in your Account, whether by e-mail, regular mail or communications through this Investor Portal. If you wish to contact us, you may write to us at the address set forth in our Terms of Use.
8. Entire Agreement.  If you are an Investor, this Investor Agreement, including the Non-Disclosure Agreement and Portal Privacy Policy, as well as the Terms of Use and Privacy Policy generally applicable to our Website, constitutes the Agreement and is the entire agreement between the parties with respect to the subject matter, superseding all prior and contemporaneous representations, promises, agreements and understandings, whether oral or written, between the parties concerning the subject matter hereof. You may from time to time enter into binding legal agreements relating to certain specific services available through the Investor Portal (each, a “Service Agreement”), which may have terms that are different from those of this Investor Agreement and in that case, if there is any inconsistency, the terms of such Service Agreement shall control with respect to the specific services to which that Service Agreement relates.
9. Severability.  If any provision of this Investor Agreement is deemed to be invalid or unenforceable, the remaining provisions of this Investor Agreement shall be valid and binding and of like effect as though such provision were not included and if possible, the invalid or unenforceable provision shall be modified as little as necessary to make it valid and enforceable as long as it preserves the underlying intention of the parties in the invalid or unenforceable provision.