User Terms of Service

These User Terms of Service apply to the access to and use of this Portal by User as defined below. By accessing and using this Portal you acknowledge to have read, understood and accepted these User Terms of Service. If you do not wish to agree to them, you will not be entitled to access to or use this Portal. We advise you to read these User Terms of Service carefully so that you are aware of your rights and obligations when accessing and using this Portal.

Article 1. Definitions

In these User Terms of Service the terms listed below are defined as follows, regardless of whether they are used in the singular or plural:

the agreement between Licensor and a User of which these User Terms of Service constitute a part;
bidX B.V., a private limited company with its registered office and principal place of business at De Ruyterkade 107, Amsterdam, the Netherlands,, email:, Tel +31202181060, listed in the Trade Register of the Chamber of Commerce under file number 34379039. bidX is the developer and owner of the software upon which this web portal operates.
BiD Network Foundation, a foundation with its registered office and principle place of business at De Ruyterkade 107, Amsterdam, The Netherlands,, email:, Tel. +31207555000, listed in the Trade Register of the Chamber of Commerce under file number 34264155. BiD Network prepares emerging market entrepreneurs for finance and links entrepreneurs and investors. The Licensor is the legal entity that has created, manages and moderates Users on this Portal;
Licensor Content:
the material made available by Licensor or its licensors within this Portal, comprising inter alia photos and videos; this material is not User Content;
Business Plan:
the business plan and financial plan document, uploaded as a document in the Entrepreneur’s Business Proposal. It is written by an Entrepreneur and published in this Portal with which the Entrepreneur has registered;
Business Proposal:
is the form filled in by an Entrepreneur about his business and published in this Portal, with which the Entrepreneur has registered;
the User that is registered as a mentor within this Portal and is also accredited as such;
Confidential Information:
means any and all information disclosed under the Agreement in any form (whether or not expressly disclosed as such), including but not limited to any and all financial, sales, marketing and/or business information, technical, consumer or personal data, trade secrets, know-how, and software source documents, unless expressly stated otherwise;
the natural person or (legal) entity that has registered with this Portal, either as a Mentor, Entrepreneur or an Investor and has entered into the Agreement;
User Account:
the personal environment created by a User when registering with this Portal.
User Content:
the content posted and submitted by the User within this Portal;
User Terms and Conditions:
these User terms and conditions that apply to the Agreement;
the User that has presented a Business Plan within this Portal;
Finance Ready:
a Business Plan that is ready to be presented to Investors;
is one of many communities on the bidX platform created by a Licensor with which Users can register. This community accesses the services via a Portal, like this one;
the private person, group of individuals, company, fund or institution willing and able to invest money or other resources in a business in return for interest, royalty or a share in the profits and that is registered as an investor within a Portal;
Investor Matchmaking:
a service within a Portal where an Investor registers his preferences for the type, sector, etc. of investment opportunities the Investor seeks. The Portal functionality will then match these preferences with Business Plans available on the whole bidX platform;
IP rights:
All intellectual property and connected rights, such as copyrights, trademark rights, patent rights, design rights, trade name rights, database rights and related rights as well as rights to know-how and intellectual property equivalents;
Log-in Data:
the user name and password chosen by a User;
Licensor and/or User;
is a website created by a Licensor on using bidX Platform software, through which users register to form a specific group;
is the web software developed by bidX. It is explained on . Based on this web-software Licensors can create their own Portal to offer services to their Users.

Article 2. License

Under the conditions laid down in these User Terms of Service, Licensor grants the User a limited, personal, revocable, non – exclusive, non – sub-licensable and non – assignable right to access and to use of the Portal for the purposes described in these User Terms of Service, the Portal and in accordance with any Portal specific terms of service.
The User may not sell or hire out access to and/or use of the Portal, or grant limited rights to it or make it available to a third party in any manner or for any purpose what so ever.
The User may not copy, alter, adjust, decompile, reverse – engineer, apply scripts or in any manner visually or otherwise manipulate the Portal, nor instruct a third party to perform aforementioned actions.
Licensor has obtained its right to grant the User a license to access and use a Portal from bidX. bidX is also the entity that has developed and facilitates the portal on which the Portals are offered. The User acknowledges and agrees that bidX does not have any control over or knowledge of, and is therefore never liable for, any activity performed by Licensors and/or Users within the Portals, including any of the Licensor or User Content made available. bidX does not represent any Licensors or Users.
The User furthermore acknowledges that bidX is not a party to the Agreement and/or any other (legal) relationship on whatever ground between the Users and/or between a User and Licensor. The User guarantees that in the event of dispute regarding the access to and/or use of the Portal, the User will address the Licensor and not bidX.

Article 3. User Account

In order to gain access to and use a Portal, the User must create a User Account in the manner indicated on the Portal.
Any (natural) person who has reached the minimum age of eighteen (18) years may create a User Account and register with the Portal. If the User has not yet reached the age of eighteen (18) years and/or objects to the Content in the Portal or if the User is in a geographical area in which access to and/or use of any of the Portals is prohibited, he must immediately discontinue his use of the Portals and delete his User Account.
The User warrants that the information provided on creating the User Account is complete, truthful and correct. It is therefore not permitted to create a User Account in someone else’s name. If this person represents an organization, this person declares to be legally authorized to represent that organization and this person signs on behalf of the organization as a whole. When registering, the Log-in Data must also be selected carefully.
If for any reason the User’s data are not or no longer up to date, complete or correct, the User must without delay update his data.
The User is solely responsible for keeping the Log-in Data secret. As soon as the User knows or has reason to suspect that his Log-in Data are in the possession of non-authorized persons or if he knows and/or suspects that his User Account is being abused, the User must notify Licensor immediately notwithstanding the User’s own responsibility to take immediate and appropriate action, for example by altering his Log-in Data.
The User accepts and acknowledges that he is at all times responsible and liable for all and every access to and/or use of the Portal made via his User Account. The User is liable for all damage and costs arising from and/or related to his access to and/or use of Portals via his User Account.
The User understands and acknowledges that the information provided when creating an User Account will also be available to other Users and the Licensor within the Portal with which the User has registered.

Article 4. Content

The Licensor Content is selected by Licensor and/or its licensors. The User may not modify or adapt the Licensor Content in any manner or use it in any manner other than for the purpose as described within the Portal.
Aside from the Licensor Content, the User can make User Content available via Portals. The User can permit access to restricted User Content by approving that a mentor or an Investor can view the content. The User is fully liable and responsible for the User Content which he communicates to the other Users. The User indemnifies Licensor against all third – party claims which are in any way related to or arise from the publishing and/or use of the User Content.
It is not permitted to make User Content available:
  • which, at the discretion of Licensor, is discriminating with regard to appearance, race, religion, sex, culture, origin or is otherwise deemed hurtful, offensive or inappropriate;
  • which, at the discretion of Licensor, is misleading, harmful or illegal;
  • which constitutes spam;
  • which contains viruses, Trojan horses, worms, bots or other software which can damage automated work or make it unusable or inaccessible or delete it, or which can appropriate it or which are intended to circumvent technical protection measures of the Platform and/or the computer systems of Licensor and/or bidX.
  • which is based on untruths and/or is misleading or subsists in the assumption of a false identity and/or which wrongly suggests that the User is involved with Licensor and/or bidX;
  • which infringes the rights of Licensor, bidX and/or third parties, including but not limited to IP rights or rights concerning the protection of privacy;
  • is contrary to these User Terms of Service or any applicable laws or regulations, is in any other manner unlawful or which could prejudice the interests and reputation of Licensor and/or bidX.
Licensor reserves the right, without prior notice, to abridge, alter, refuse and/or remove User Content if this is necessary in Licensor’s opinion, without this resulting in any right to damages and/or liability on the part of Licensor.
Licensor can not be held liable for acts or omission of Users.

Article 5. Entrepreneur

The Entrepreneur is the legal owner of the Business Proposal and the documents attached to it. The Entrepreneur is free to decide with whom to cooperate and to negotiate the terms of a potential deal.
A Business Plan can be submitted by any legal entity, be it a private person, company, cooperative, NGO, foundation, etc. However, the entity that will carry out the Business Plan should be (or should become) one of the following for-profit entities, or their local equivalents:
  • one person company (sole proprietors hip);
  • firm or partnership;
  • cooperative;
  • private limited liability (closed corporation) or
  • public limited liability company (public corporation).
When using intellectual or legally protected property of a third party, the Entrepreneur must have the permission to do so, and shall submit to Licensor a written declaration of this permission when requested by Licensor.
Entrepreneurs are aware that Licensor spends time and money in helping them get their business financed; therefore, Entrepreneurs accept and commit themselves to cooperate with Licensor towards the financing of their business by promptly responding emails and sending the requested information.
Entrepreneurs must approve to share all the information contained in their Business Plan documents (including its financial documents) with other Users, such as Investors or Mentors. Entrepreneurs acknowledge that the information contained in their Business Proposal is visible to any visitor of the Portal.
Entrepreneurs ensure that the information contained in their Business Proposal (including its attached documents) is up to date, accurate and honest. Entrepreneurs are aware that failing to do so, may result in their plan being archived out of the visibility of other Users.

Article 6. Business Proposal

Any User can present a Business Proposal within a Portal, provided they and their Business Proposal meets the criteria of these User Terms of Service.
A Business Proposal can only be submitted online through a Portal.
All Entrepreneurs must complete the online Business Proposal prior to submitting the full Business Plan documents.
Entrepreneurs can attach a complete Business Plan and other documentation to their Business Proposal.
All Business Proposals must meet the following criteria:
  • It is a for-profit business.
  • The business has a financing requirement of between USD 10,000 and USD 5,000,000 spread over the next 5 years.
  • The business has forecasted sales growth of at least 100% in three years.
  • The business must not have a negative social and/or environmental impact.
Licensor also applies the following exclusion criteria:
  • any production or activity involving harmful or exploitative forms of forced child labor;
  • any production or trade in any product or activity deemed illegal under host country laws, regulations or international conventions and/or agreements;
  • any production or trade in weapons and munitions;
  • any production or trade in alcoholic beverages (excluding beer and wine);
  • any production or trade in tobacco;
  • any trade in wildlife or wildlife products regulated under the Convention on International Trade in Endangered Species of Wild Fauna and Flora ( );
  • any production or trade in radioactive materials;
  • any production, trade, or use of unbounded asbestos fibers;
  • any commercial logging operations or the purchase of logging equipment to be used in any tropical moist forest;
  • any drift net fishing to be used i n the marine environment;
  • any production or trade in products containing Polychlorinated biphenyls (PCBs) and ozone depleting substances (ODSs).

Article 7. Mentor

A Mentor advises an Entrepreneur on a one – to – one basis. The primary aim is to advise the Entrepreneur in writing a complete Business Proposal. The Mentor is not allowed to write any part of the Business Proposal nor attached documents.
A Mentor is a motivator and a provider of knowledge, advise, expertise and network. The Entrepreneur is responsible for writing the Business Proposal. The Mentor is not liable for any outcome or result regarding the Business Proposal. Both the Mentor and the Entrepreneur have the obligation to answer each other’s questions as quickly as possible.
Any information given by the Entrepreneur and any advice given by the Mentor should be treated confidentially.
Additional notification to Mentors:
  • personal information (phone number, email address, CV etc.) of other Mentors is confidential and should not be shared with third parties. If a User wishes to bring third parties in contact with a Mentor, a message can be sent through the Platform.
  • Licensor has the right to refuse people as a Mentor who do not act according to these rules of conduct.

Article 8. Investor

The Investor is represented by a private person who will either be the Investor or its authorized representative.
Licensor is entitled to make any inquiries about the origins and/or the original owner of the capital to be invested, and to check its references.
Any Investor, whether with a signed agreement or not, with the intention to invest in an Entrepreneur, should inform Licensor.
When Investors register with the Portal, other Users cannot send them contact requests or messages; Investors can however send contact requests to other Users and can send messages to confirmed contacts.
Through the Portal anonymous investment requirements, mandates and Investor preferences for the purpose of sourcing Business Proposals can be communicated.
Investors must form their own opinion on the viability of the company’s business proposition and the quality of the investment opportunity. Therefore, Investors must conduct their own analysis and due diligence to determine the appropriateness of any investment they make in any company introduced to them through the Platform and/or the User Portal. Only the Investor decides whether to invest in a business, Licensor plays no role in this.
Investors are fully aware of the following risks related to investing Entrepreneurs and businesses:
  • investments in non-publicly traded companies are high risk investments;
  • investing in emerging markets and/ or new and fast-growing companies add to that risk;
  • the Investors considering investment in Entrepreneurs and businesses are required to be knowledgeable about these risks;
  • Licensor does not provide an advice or recommendation for any particular investment;
  • Licensor makes no independent investigation to verify information provided by companies submitting to Licensor for presentation;
  • the exit options for investments in private companies are limited. Marketplaces for trading of securities or shares are scarce. Consequently, it is difficult to determine the market price of securities upon exit. This makes it difficult to find interested buyers for such securities;
  • there is a very high risk of non-repayment of interest, principal, dividends or guarantees on loans, not only due to failing entrepreneurs but also due to failing economies, political turmoil, catastrophes, etc.;
  • in this light, the Investors (or the organization they represent) should carefully consider whether such investments suit them and whether they can spare the financial resources;
  • Entrepreneurs are warned that not all Investors act in good faith. Therefore Entrepreneurs are obliged to verify if the Investor, with whom they are negotiating, is a suitable Investor for them.
Users that are staff and board members of Licensor or bidX may finance Entrepreneurs only on the condition that they have no additional information that would not be available to other Investors. Use of ‘insider information’ can result in termination of the financing contract with the Entrepreneur or termination of the person’s contract with Licensor or bidX.

Article 9. Investor Matchmaking

It is up to the discretion of the Investor to accept or refuse an Entrepreneur as ready and presentable for Investor Matchmaking.
All information, including Confidential Information, of businesses advanced to the stage of ‘Finance Ready’ are only visible to Investors if the authors thereof have agreed to let them view the information.
Licensor promotes ‘Finance Ready’ businesses towards Investors and encourages interaction between Entrepreneurs and Investors.
Licensor will under no circumstance mediate, arbitrate, and/ or intervene in a dispute between an Investor and an Entrepreneur or between other parties subjected to these User Terms of Service.
Compensation of service, notification and penalty:
  • Licensor invests time, money and resources in the sourcing and the preparation of Entrepreneurs and their businesses for third party finance. The Licensor can decide to charge membership or service fees. The Licensor must inform the Entrepreneurs before charging.
  • Both, the Investor and the Entrepreneur agree to inform Licensor within five (5) working days after a term sheet or an investment agreement has been signed between them. Parties will inform Licensor by sending some proof of a deal which includes the date, financing value of the deal and type of finance in an email to the Licensor. Licensor will only use the data for aggregated statistics and will not reveal any information on the respective match itself, unless both parties agreed to doing so.
  • Progress reports: The Entrepreneur agrees to inform Licensor about the status of the business every year for two consecutive years. The information provided should cover registration, annual sales and number of salaried employees. The information provided in this report will be handled with confidentiality. It will be used to support the transparency of the results and quality of Licensor activities. bidX may survey Entrepreneurs for quality assurance or performance purposes.

Article 10. Availability of the Service

bidX and Licensor are at all times entitled, without prior announcement and without in any way becoming liable to the User, (i) to make procedural and technical alterations and/or improvements to the Portal and (ii) to (temporarily or permanently) discontinue access to the Portal, for instance on account of maintenance to be performed.
The User is himself responsible for the purchase and/or proper operation of the infrastructure and reliable telecom facilities (including internet connection) which are required for accessing and using the Portals. Licensor is not responsible or liable for costs arising from the use of telecom facilities and charged via the telecom provider.
Licensor is in no way liable to the User for any damage that arises from or is the result of any (temporary) unavailability or (interim) breakdown of the Portal.

Article 11. Non disclosure

Licensor takes reasonable steps to ensure that Confidential Information is not disclosed by any User, third party or Licensor itself. However, neither Licensor, nor its licensors, shareholders, directors or staff shall be liable – either collective or individually – for any indirect, special, incidental, punitive or consequential damages, arising out of the disclosure of Confidential Information incurred by any User or any other third party introduced by or through Licensor including individuals visiting the Portal.
All Confidential Information disclosed by parties under the Agreement will be presumed to be Confidential Information and will be so regarded by parties, unless the receiving Party can prove that the materials or information are not Confidential Information because they are: (1) already known to the receiving Party at the time that they are disclosed by the disclosing Party; or (2) publicly known at the time of the disclosure to the receiving Party. Additionally, the confidentiality obligations herein will cease as to particular information that: (1) has become publicly known through no fault of the receiving Party ; (2) is received by the receiving Party properly and lawfully from a third party without restriction on disclosure and without knowledge or reasonable suspicion that the third party’s disclosure is in breach of any obligations to the disclosing Party ; (3) has been developed by the receiving Party completely independent of the delivery of Confidential Information hereunder; or (4) has been approved for public release by written authorization of the disclosing Party.
The parties acknowledge that any Confidential Information disclosed by the disclosing Party to the receiving Party is subject to its use for the limited and sole purpose of the execution of the Agreement.
Parties agree that they will maintain and preserve the confidentiality of all Confidential Information disclosed to by the disclosing Party, including, but without limitation, taking such steps to protect and preserve the confidentiality of the Confidential Information as it takes to preserve and protect the confidentiality of its own confidential information, but in any event taking no less than a reasonable degree of care. The receiving Party furthermore agrees that it will not disclose such Confidential Information to any third party (including subcontractors and consultants) without the express written consent of the disclosing Party.
Parties will refrain from sharing or using any information, knowledge or ideas that they might have heard or seen during any private or public meetings with Users, to anybody.
Parties shall destroy any Confidential Information immediately after using it and ensure that Confidential Information is solely used for the purpose of assessment, coaching, feedback or investment.
In the event that a User violates its obligations following from this non-disclosure clause, that User will forfeit an immediately due and payable penalty at a call of USD 5,000 (five thousand US Dollars) per violated obligation, and a penalty of USD 10,000 (ten thousand dollars) for every day that such violation continues. The aforementioned does not withstand Licensor’s (additional) rights and remedies under these User Terms of Service and the Agreement and/or applicable law, such as its right to claim (additional) damage.

Article 12. Liability

Licensor does not accept any liability for financial loss and/or any other loss resulting from an attributable failure in the performance of the Portal, including but not limited to damage resulting from or relating to an advice, suggestion, investment, lack of interest, broken promise, false data and/or any contact with parties introduced by or through the Portal and/ or the Licensor/User Content and/or the impossibility of using them and/or on account of an unlawful act or otherwise, where this is permitted under mandatory law.
If Licensor is liable to the User for damage on whatever ground, Licensor shall be liable solely for direct damage suffered by the User as a result of
  • an attributable failure of Licensor to perform its obligations under the Agreement,
  • an unlawful act or
  • otherwise, up to an amount not exceeding USD 5,000 (in words: five thousand US Dollars). per event. Licensor’s overall aggregate liability under the Agreement, on whatever ground, shall at no time exceed USD 10,000 (in words: ten thousand US Dollars).
Any liability on Licensor’s part for indirect loss, including but not limited to consequential loss, loss and/or damage of data, loss of profit and loss of revenue, loss of savings, reduced goodwill, damage by business interruption and damage as a result of claims from third parties is excluded. Also excluded is liability on Licensor’s part on account of mutilation, destruction or loss of information, data and/or documents and/or damage through delays in the transmission of data traffic.
The restriction of liability stated in this article applies equally to any indemnification obligations that may lie with Licensor.
This restriction of liability is not however intended to exclude Licensor’s liability for intent and/or gross negligence on the part of Licensor itself (“eigen handelen”) and/or Licensor’s managing board.
No right to damages shall exist unless the User notifies Licensor in writing of the damage promptly after it has arisen. Any claim for damages against Licensor shall become extinguished by the mere lapse of twelve (12) months after the claim has come into being.

Article 13. Guarantees and indemnifications

The User accepts that the Portal, including but not limited to the Licensor/User Content contain solely the functionality and other properties that the User encounters when he starts using the Portal (“as is basis”). Thus Licensor expressly excludes explicit and tacit guarantees, undertakings and indemnifications of any kind, including but not limited to guarantees, undertakings and indemnifications regarding the quality, security, lawfulness, integrity and accuracy of the Portal.
More specifically, Licensor does not issue guarantees regarding the availability and functionality and quality of the Portal or the availability and quality of the Licensor Content, including the availability and/or the quality of the Licensor/User Content in different countries and/or in different languages.
The User is liable to Licensor for and shall fully indemnify Licensor against any damage and costs that Licensor may suffer or incur as a result of (i) any actions of the User in the access to and use of the Portal, including but not limited to the use of the Use Account, and/or User/Licensor Content, (ii) a breach of these User Terms of Service, (iii) an unlawful act of the User and/or any infringement by the User of IP rights and/or any other rights of other Users or third parties. The User shall furthermore compensate any costs and damage that Licensor incurs or suffers in relation to such liability.

Article 14. Privacy

In the context of the Agreement, Users will provide (personal) data to Licensor. These (personal) data shall be processed in accordance with the Privacy Statement and the applicable laws and regulations. The Privacy Statement can be found here.

Article 15. IP Rights

The IP rights relating to the Portals and the platform on which the Portals are offered as well as the Licensor Content vest and will remain vested in Licensor or its licensors including but not limited to bidX.
No provision in these User Terms of Service shall be construed as an assignment or waiver of any IP rights relating to the Portal or Licensor Content to the User.
Users in principle retain IP rights relating to the User Content published within the Portal. The User acknowledges and agrees that by making available / uploading his User Content he automatically grants a cost – free, worldwide, irrevocable, sub-licensable and transferable license to Licensor to use, communicate to the public and reproduce this User Content.
The User warrants bidX and Licensor that he holds all the rights relating to the User Content and that he is fully entitled to provide the license to bidX and Licensor as stipulated in article 16.3 bidX and Licensor cannot be held liable for the misuse of IP Rights by a User. bidX and Licensor has no obligation to verify legal and proper use of IP Rights.
The User is at no time entitled to register or apply for the registration of any right relating to a work, design, drawing, trademark and/o r trade name that is identical or confusingly similar to any work, design, drawing, trademark and/or trade name that is protected by an IP right belonging to Licensor or its licensors, including but not limited to bidX. Thus the User may not use or file a domain name that is identical or confusingly similar to any trademark, trade name or other distinctive sign used and/or registered by Licensor or its licensors, including but not limited to bidX Nor may the User use any sign and/or word regarding which Licensor or its licensors, including but not limited to bidX may exercise IP rights within the context of search engine optimization, such as registering Google Adwords.

Article 16. Duration and termination

The User may at any time cease accessing and using the Portal and remove his User Account and delete its User Content. If a User removes his User Account, Licensor shall immediately render the User Account and the Portal with which the User has registered inaccessible and remove the User Content within a reasonable period of time, unless there are reasons to keep them for a longer period of time.
In the event a User removes its User Account, the membership to the Portal with which the User registered will also be immediately terminated.
On removing an Account, the User Content may following its removal continue to be disclosed for a limited period of time via the Platform and/or the User Portal. Licensor is not liable for any damage resulting from or caused by this disclosure of the User Content.
In the event the agreement between Licensor and the User is terminated, for whatever reason, the User will no longer be entitled to access and use its Portal and/or Account. The User acknowledges and accepts that in this case bidX may contact the User and will try to find another Licensor. In the event a suitable licensor cannot be found within a reasonable period of time, the User agrees that bidX is entitled to manage the Portal itself or to permanently delete the Portal. Termination of Agreement between User and Licensor
In addition to the other (legal) remedies at Licensor’s disposal, Licensor may at all times, without giving reasons and without prior explanation, (temporarily) restrict, suspend or discontinue the User’s activities relating to the Portal, specifically, but not exclusively, if: (i) the User acts in breach of these User Terms of Service; (ii) Licensor takes the view that a User’s actions may cause damage and/or liability for Licensor or other Users.

Article 17. Miscellaneous

These User General Terms of Service as well as the access to and the use of the Portal are governed by Dutch law. The Vienna Sales Convention (VSC) is expressly not applicable.
All disputes that may arise between Licensor and Users shall be submitted to the competent court in the district of Amsterdam, unless mandatory law provides that the dispute must be submitted to a different court.
In the event of questions and/or complaints please contact
Licensor is entitled to assign the rights and obligations arising from the Agreement to bidX and it shall notify the User thereof.
These User Terms of Service may be altered and/or updated at any time. The most up-to-date User Terms of Service shall be available within the Portal or shall be otherwise brought to the attention of the User. If the User continues using the Portal after these User Terms of Service have been altered and/or updated, the User thereby irrevocably accepts the altered and/or updated User Terms of Service. If the User does not consent to the altered and/or updated User Terms of Service, he will have no option other than to terminate use of the Portal and remove its User Account.
If any provision of these User Terms of Service turns out to be void or voidable or is for any reason invalid either wholly or in part, the other provisions of these User Terms of Service shall remain fully in force. Licensor shall replace the invalid provision with one that is valid and whose legal consequences, taking into account the content and purpose of these User Terms of Service, most closely correspond to those of the invalid provision.