Terms of use

These terms of use (“Terms”) govern the contractual relationship between UMushroom AG, Josefstrasse 206, 8005 Zurich, Switzerland (“UMushroom”), and any user (each a “User”, collectively the “Users”) of the website www.umushroom.com (“Website”) or the mobile application (“App”). The Website or the App allows Users based in Switzerland, the European Union (EU) and European Economic Area (EEA) or the United Kingdom (UK) to (i) inform themselves about the current and past values and performances of shares, funds and bonds (collectively, the “Investment Products”); (ii) reflect their investments made by creating portfolios and monitoring them; (iii) navigate the profiles of companies listed on stock exchange; and (iv) benefit from the assessments of other Users on these Investment Products and companies; all with the aim to help Users in developing their investment strategy on a factual basis (yet, without providing any regulated financial services, cf. Section 5(b)) (collectively the “Services”).

UMushroom processes Users’ and protects personal data as explained in UMushroom’s Privacy Policy that is available as updated from time to time under UMushroom Privacy Policy.

1. Acceptance of and Amendments to these Terms

  • (a) By accessing the Website or App or registering to use the Services, you agree to have read and be bound by these Terms. The User hereby represents and warrants to UMushroom that the User is capable of entering into and performing legal agreements on their own behalf or on behalf of the person or entity that they legally represent.
  • (b) UMushroom may change these Terms from time to time by notifying the User of the amendments prior to their effectiveness by appropriate means, for example by sending an e-mail to the User or by displaying a prominent notice on the Website or App. The continued use of the Website or App after the changes’ effectiveness constitutes the User’s acceptance to the new Terms of Use. In case the User does not wish to continue using the Website or App and the Services under the new Terms, the User (i) shall stop using the Website or App and Services upon effectiveness of the new Terms and may (ii) terminate the contractual relationship in accordance with Section 10.1 (Termination by User).

2. Registration and Account

  • (a) Use of the Services requires acceptance of the Website’s or App’s disclaimer as well as the User’s registration. During the registration process on the Website or App, the User will be asked to enter certain personal information required by UMushroom to perform its Services under these Terms and to comply with regulatory requirements. The User undertakes only to enter accurate and complete information and warrants and represents (i) to meet the requirements of the specific type of investor chosen, (ii) to be domiciled in Switzerland, the European Union (EU) and European Economic Area (EEA) or the United Kingdom (UK) and (iii) not to be a citizen of the United States of America.
  • (b) Subject to paragraph (c), UMushroom will, upon provision of that information and User’s acceptance of these Terms, provide a private user account for the User (“Account”). Thereafter, the User will be able to login by entering a username and a password.
  • (c) Where UMushroom indicates throughout the registration process several options to use the Services, in particular the options to use the Services free of charge or against a recurring payment (“Paid Subscription”), the User must, in addition, choose one of these options before UMushroom will create an Account. Where the User opts for Paid Subscription, the Services require payment in accordance with Section 4.
  • (d) The User undertakes to keep the username and the password confidential and secure and to take appropriate technical and organizational measures to prevent disclosure of the username and the password to unauthorized third parties. The User acknowledges that the Account is personal and that the User will be solely responsible for any use, including misuse or misappropriation, of the username and the password. If the User knows or suspects any unauthorized use of their Account, the User is obliged to inform UMushroom thereof immediately and to take all possible measures to mitigate any adverse effects to other Users, UMushroom, the Website or App or the Services (e.g. by resetting the password as soon as possible).
  • (e) Without limitation to Section 10.2, in case of any misappropriation or misuse of the Account or the User’s username or password, UMushroom reserves the right to suspend or disable the Account temporarily or permanently, as necessary and determined at UMushroom’s discretion.

3. Use of the Website or App, the Services and Content

  • (a) The Website or App can be accessed worldwide. However, the information on the Website or App is intended for Users domiciled and/or registered in Switzerland, the European Union (EU) and European Economic Area (EEA) or the United Kingdom (UK) only. Hence, the Services or the information regarding Investment Products provided on this Website or App are not available to Users domiciled and/or being registered outside of Switzerland, the European Union (EU) and European Economic Area (EEA) or the United Kingdom (UK).
  • (b) Except as explicitly provided for in these Terms, UMushroom does not transfer, assign or grant any rights, title or interest in and to the Website or App and the Services, including, without limitation, its texts, graphics, interactive features, logos, photos, videos, software and all other content or material, including any advertising on Investment Products as may be provided by third parties (collectively, the “Content”). UMushroom hereby grants the User a non-exclusive, revocable, non-transferrable, non-sublicensable, fully paid-up license to the Website or App, the Services and their Content that is limited to the term of UMushroom’s and the User’s contractual relationship and as necessary in order to access the Website or App and make use of the Services in accordance with these Terms.
  • (c) The User agrees not to sell, license, copy, record, modify, publicly perform or display, transmit, publish or republish, including republication on another website or app, edit, adapt, create derivative works of or by the use of automated systems systematically extract data from the Website or App, the Services or the Content (with exception to content that is the User’s propriety). If the User, to the extent permitted by applicable statutory laws, records, downloads or otherwise copies the Website or App, the Services or the Content for personal or non-commercial use, the User must retain all copyright, trademark or other proprietary notices.
  • (d) The User hereby represents and warrants not to

    • (i) use the Services for any purpose other than to access the Services as offered by UMushroom;
    • (ii) bypass, disable or otherwise interfere with security related features of the Services or features that prevent, limit or restrict access to the Website or App and/or the use of re-production of any Content;
    • (iii) delete or modify notices regarding copyright or other proprietary rights on any of the Content, Website or App or Services;
    • (iv) use the Services if and to the extent this is illegal or for any illegal purpose under the jurisdiction the User is subject to;
    • (v) collect personal information about Users or third parties without UMushroom’s consent;
    • (vi) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code in any of the Content, Website or App or the Services; nor
    • (vii) interfere with or damage the operation of the Services or any User’s enjoyment of them by any means, including uploading or otherwise disseminating viruses, spyware, worms or other malicious code.
  • (e) UMushroom owns any and all trademarks, trade names, logos, domain names and any other features of the UMushroom brand and nothing in these Terms confers any right, title or interests to and in these brand features to the User.
  • (f) Without limitation to Section 10.2, UMushroom reserves the right to suspend, discontinue or modify any aspect of the Website or App and the Services at any time, including the right to discontinue fully or partially the display of any Content or linked or embedded content, and to prevent access to the Website or App, the Services or any Content from specific territories (geo-blocking).

4. Fees for Paid Subscription, Payment, Renewal and Cancellation

  • (a) In the event the User opts for Paid Subscription, the User shall be obliged to pay UMushroom the recurring subscription fee by the payment means and in the currency as specified prior to the purchase. All fees are inclusive of any taxes (if any) including value added taxes. A Paid Subscription shall start on the date when the Account is activated in accordance with section 2(b). Where the User is a consumer, it is entitled to “change its mind” on taking out a Paid Subscription and be refunded the fees paid as long as: (i) it has not started to access or use the Services (the User acknowledges that it loses the right to “change its mind” if it has done this); (ii) it notifies UMushroom by email in accordance with Section 12.1 or by using the Model Cancellation Form in the Annex that it wishes to change its mind and cancel the Paid Subscription; and (iii) it exercises such right within 14 days of taking out the Paid Subscription.
  • (b) UMushroom is entitled to change the fees for Paid Subscription from time to time upon prior notice to the User in text form. Any price changes notified shall in no event come into effect earlier than at the start of the next subscription period following the notice. By continuing to use the Services after such notice, the User accepts the new subscription fee. In case the User disagrees with the proposed fee change, the User is entitled to cancel the Paid Subscription by a notice to UMushroom (see Section 12.1) in text form prior to the price change going into effect.
  • (c) Unless the User cancels the Paid Subscription by a notice to UMushroom (see Section 12.1) in text form prior to the end of the then-current subscription period, the Paid Subscription will automatically renew at the end of the applicable subscription period.
  • (d) Upon cancellation of a Paid Subscription, the cancellation will take effect the day after the last day of the User’s current subscription period and any payment obligations of the User under these Terms in consideration for Services performed by UMushroom shall be unaffected by such cancellation. Unless the User terminates the contractual relationship with UMushroom in accordance with Section 10.1 at the same time, the User may continue to use the Services as provided by UMushroom free of charge, without limitation to UMushroom’s right to terminate or suspend the User’s access to the Website or App and/or the Services as otherwise provided for in these Terms.

5. Investment Information and Investment Products

  • (a) Any data provided by UMushroom on the Website or App and in provision of its Services on Investment Products as well as any advertising or other information provided by Users or third parties (collectively “Investment Information”) are provided for mere information purposes only. UMushroom does not guarantee or warrant and represent their accuracy, timeliness, reliability or completeness, nor does UMushroom guarantee or warrant and represent that the Investment Products are approved for sale and distribution/offering to the specific User (or type of investor, respectively) under applicable law. Any published Investment Information is subject to change and may be amended or adapted at any time. Investment Information published on the Website or App must therefore not be understood in a way that the circumstances have remained unchanged since the Investment Information was first published or since notification to the supervisory authority, or that the Investment Information is still up to date since publication.
  • (b) UMushroom is neither licensed by the Swiss Financial Market Supervisory Authority FINMA nor any other financial supervisory authority nor subject to any other (prudential) supervision. Any Investment Information provided on the Website or App does not constitute an investment recommendation, an offer, a solicitation to buy/sell Investment Products or to make any transactions or to enter into any legal agreement by UMushroom. In addition, neither do the Investment Information nor the Services provided on the Website or App or by UMushroom constitute a financial service (or an offer related thereto) according to the Swiss Financial Services Act or any other applicable financial market laws or regulations. In particular, UMushroom does not provide any personal recommendations on transactions with Investment Products (investment advice). At the same time, Investment Information provided by third parties and/or Users on the Website or App does not constitute investment advice either.
  • (c) The Website or App does not constitute advertising for financial instruments within the meaning of the Swiss Financial Services Act and/or the Swiss Collective Investment Schemes Act or any other applicable financial market laws or regulations. The Investment Information provided by third parties, such as the providers of the Investment Products, however, may contain advertising within the meaning of the Swiss Financial Services Act or the Collective Investment Schemes Act. Responsibility for the content of the advertising lies exclusively with these third parties placing the advertising. UMushroom neither assumes any responsibility for the corresponding advertising content nor does it guarantee that the advertising corresponds to the official product information on a specific Investment Product (e.g., prospectus or key information document).
  • (d) The User remains responsible for obtaining sufficient information about the specific Investment Products. In particular, the User should not make any (investment) decision solely on the basis of the Investment Information made available on the Website or App. Investments in the Investment Products described on the Website or App should only be made after having studied in detail all relevant Investment Product information of such Investment Products with all basic legal information contained therein (e.g., prospectus, key information document, annual or semi-annual report, etc.).
  • (e) Investments in Investment Products may be speculative and result in both losses as well as gains. The User is aware of these risks. UMushroom has no knowledge whatsoever of the specific investment objectives, the financial situation or the special needs of the individual User. In particular, the Investment Information provided on the Website or App is in no event tailored to or oriented towards individual Users. Users must carefully consider their own financial situation and, in any case, shall consult their financial advisor or bank about their financial situation prior to making any investment decision or engaging in transactions involving Investment Products. Furthermore, Users shall obtain independent tax advice.
  • (f) The value of Investment Products can rise and fall at any time. The future performance of Investment Products cannot be derived from the historical development shown. For this reason, good performance in the past is no guarantee of positive performance in the future. Investments in foreign currencies may also be subject to currency fluctuations and thus entail higher risks. Accordingly, UMushroom can neither guarantee nor warrant and represent the preservation (or even the increase) of the published values.
  • (g) The Website or App may contain estimates, statements or advertising with respect to the future development of Investment Products. Although these statements reflect the views and future expectations of the respective providers of these Investments Products and/or Users, a number of risks, uncertainties and other factors could cause actual development and results to differ materially from these statements. UMushroom is not obliged (and expressly disclaims any such obligation) to update or alter any such statements, whether as a result of new information, future events or otherwise and does not warrant or represent the accuracy, timeliness, reliability or completeness of these statements.
  • (h) The Website or App may contain content summarized by artificially intelligent chatbots. It will be indicated on the Website or App should such technology be used. A number of risks and uncertainties may lead to incorrect summaries resulting in content materially deviating from the actual statement. UMushroom does not warrant or claim accuracy, timeliness, reliability or completeness of such statements.
  • (i) UMushroom does not check the ratings or statements of other Users regarding Investment Products or their publishers prior or after their publication on the Website or App as to their accuracy, timeliness, reliability or completeness and UMushroom is not responsible for these ratings or statements. In particular, ratings or statements of other Users do not represent any guarantee for the future performance of the respective Investment Products. This paragraph (h) applies accordingly with regard to any statements or advertising made or provided by UMushroom’s partners (e.g. portfolio managers administering an Investment Product channel).
  • (j) (i) Credits SIX Financial Information Ltd
    Copyright © SIX Financial Information Ltd and its licensors. All Rights reserved. Further distribution and use by third parties prohibited. SIX Financial Information Ltd and its licensors make no warranty for information displayed and accept no liability for data and prices. SIX Financial Information Ltd reserves the right to adapt and/or alter this website or app at any time without prior notice.

6. User-Generated Content and Partner-Generated Content

  • (a) Users may post, upload or otherwise contribute content (inter alia pictures, text and ratings) to the Website or App (collectively, the “User-Generated Content”). The User hereby irrevocably grants UMushroom a non-exclusive, worldwide, perpetual, royalty-free, unrestricted, sublicensable and transferrable license to such User-Generated Content. UMushroom accepts such license grant. Where applicable, the User waives (or, where such moral rights are vested in third persons, to cause these persons to waive) any and all moral rights to User-Generated Content and, where such waiver is not permissible under applicable law, to refrain (or to cause the third persons in which such moral rights are vested to refrain) from asserting any such rights against UMushroom (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors).
  • (b) The User represents and warrants (i) to own or have all rights, title and interest in such User-Generated Content required for the contribution to and further use on the Website or App and required to grant the license as specified under paragraph (a); (ii) that the User-Generated Content does not violate any third-party rights (including, without limitation, personality rights, name rights, trade secrets and intellectual property rights pertaining to, inter alia, trademarks, patents, designs, copyright and know-how); (iii) that the User-Generated Content is not obscene, defamatory, libellous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that is deemed a criminal offence; and (iv) that the User-Generated Content complies with applicable law, including, without limitation, laws on unfair competition, intellectual property (including, without limitation, laws on trademarks, patents, designs and copyright), personality rights and data protection.
  • (c) UMushroom does not review or monitor the User-Generated Content prior or after its contribution and the User is solely responsible for the User-Generated Content. This paragraph (c) applies accordingly to content (inter alia, pictures, text, data, information, and advertising on Investment Products and their publishers) posted, uploaded or otherwise contributed to the Website or App by UMushroom’s partners (including, without limitation, portfolio managers administering an Investment Product channel; also cf. Section 5(c)).
  • (d) UMushroom reserves the right, but is not obliged, to remove User-Generated Content from the Website or App temporarily or permanently where UMushroom has reason to believe, in its sole discretion, that the User-Generated Content violates these Terms, applicable law or third-party rights or where such violation is established.
  • (e) The User shall fully indemnify, defend and hold harmless UMushroom (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors) from and against all damages, losses, expenses or other costs incurred (including reasonable attorney fees) arising out of any claims or threatened claims by third-parties based on the allegation that User-Generated Content violates their rights, applicable law or User’s obligations under this Section.

7. Service Limitations, Modifications and no Warranty

  • (a) UMushroom provides the Website or App and the Services “as is” and “as available” to the extent permitted by applicable law. For example, and without limitation to the foregoing, UMushroom may temporarily interrupt, suspend or modify the Website or App, the Services or their Content (as defined in Section 3) in order to carry out maintenance works, to implement updates or releases, to improve the Website or App, the Services and their Content or to comply with applicable law. Where the User is not content with the Website or App, the Services or their Content (as defined in Section 3), for example with regard to their availability or performance, the User’s sole remedy is termination in accordance with Section 10.1, subject to paragraph (c) below.
  • (b) In particular, and without limitation to paragraph (a) and Section 4 (Investment Information), but subject to paragraph (c) below, UMushroom does not, explicitly or implied, make any representations or warranties with regard to the Website or App and the Services as to (i) merchantability, fitness for a particular purpose or certain functionalities; (ii) delays, interruptions, errors or omissions in the Services, particularly in any unannounced suspension of the Services, (iii) the transmisstion or delivery of the Services; (iv) accuracy, completeness or compliance with any laws applicable of information or data in the Services as well as of any Investment Information and advertising provided by third parties (e.g., cf. Section 5(c)); or (vi) other warranties relating to performance, non-performance or other acts or omissions of UMushroom (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors).
  • (c) UMushroom warrants that the Website or App and the Services are as described, fit for purpose (as set out in these Terms) and of satisfactory quality; the User may be entitled to a refund of the relevant amount of Paid Subscription fees to the extent that the Website or App and the Services are faulty.

8. Limitation of Liability

  • (a) If the User is residing in a country other than Germany:

    • (i) UMushroom (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors) shall not be liable for any indirect losses, costs or consequential damages incurred by the User (such as loss of profits, failures to increase the value of any portfolio, lost chances or loss of data).
    • (ii) UMushroom’s (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors) aggregate liability for direct damages for all claims shall be limited to the higher of CHF 100 or the amount paid by the User to UMushroom for their Paid Subscription in the twelve (12) months prior to the month in which the event (or first in a series of connected events) giving rise to the claim occurred. In the absence of such a Paid Subscription, such aggregate liability shall be limited to an amount of CHF 100.
    • (iii) UMushroom shall not be liable for any acts or omissions of its subcontractors. UMushroom (including without limitation its officers, shareholders, employees, agents, directors, subsidiaries, affiliates, successors, assigns, suppliers or licensors) shall further not be liable for any delays or failures caused by circumstances beyond its reasonable control, including, without limitations, acts of God, acts of civil or military authorities, pandemic, epidemic, fires, floods and earth-quakes.
    • (iv) The aforementioned limitations and exclusions of liability shall not apply in the event of (i) death or bodily injury; (ii) willful intent or gross negligence; or (iii) where otherwise required by mandatory law.
  • (b) If the User is residing in Germany:

    • (i) UMushroom shall be fully liable in cases of any loss or damages caused by willful intent (Vorsatz) or gross negligence (grobe Fahrlässigkeit); in cases of damages that result from injury to life, body or health; and in cases of liability due to a guarantee (Garantie).
    • (ii) In case of slight negligence (einfacher Fahrlässigkeit) UMushroom shall only be liable if any loss or damage is cause by an infringement of a fundamental contractual duty by UMushroom. In such case, UMushroom’s liability shall be limited to the amount of the typically foreseeable damage. A fundamental contractual duty in the aforementioned sense is a duty which is essential for the duly execution of the Agreement and the achievement of the contractual relationship’s purpose and on whose compliance the User regularly relies on. The typically foreseeable damage is any damage which occurs as typical effect in a normal course of a damaging event.
    • (iii) Otherwise, UMushroom's liability shall be excluded.
    • (iv) The aforementioned limitations and/or restrictions of UMushroom‘s liability shall also apply to the personal liability of its legal representatives, officers, employees, assistants in performance and agents.

9. Third Party Websites / Apps / Links

  • (a) The Website or App may contain links to websites, apps or services operated by other people or companies (collectively “Third-party Services”). Third-party Services may have their own terms of use and privacy policy or no terms of use or privacy policy at all. UMushroom does not endorse any such Third-party Services or the information, materials, products, or services contained on or accessible through Third-party Services.
  • (b) Apart from linking Third-party Services on the Website or App, UMushroom does not provide any additional services on behalf of the Users vis-à-vis third parties. In particular, UMushroom does not carry out any transmission of orders of any kind in connection with Investment Products. The decision whether a third party offers any Third-party Services to a User lies exclusively with respective third party, but never with UMushroom.
  • (c) Access and use of Third-party Services, including the information, materials, products, and services on or available through Third-party Services is solely at the User’s own risk and in accordance with the third party’s own terms and conditions. Third-party Services providers whose websites or apps are linked on the Website or App are exclusively responsible for complying with any laws and regulations applicable to their services provided / products offered on their websites or apps. In particular, UMushroom disclaims any liability for any potential offers made / services provided by respective third parties.

10. Term and Termination, Suspension, Consequences of Termination or Suspension

These Terms shall apply throughout the User’s use of the Website or App and the Services until terminated by either UMushroom or the User in accordance with this Section 10.

10.1. Termination by User

The User shall be entitled to terminate the contractual relationship with UMushroom by notice in text form to the e-mail-address provided in Section 12.1. In case the User uses the Website or App and the Services free of charge, the User shall be entitled to termination for convenience at any time with immediate effect. In case the User uses the Website or App and the Services on a Paid Subscription model, the User is entitled to terminate the Paid Subscription or contractual relationship with UMushroom for convenience at any time with effect to the end of the subscription period in which UMushroom receives the termination notice. Nothing in this Section 10.1 shall limit the User’s right to termination (i) for “change of mind” (where the User is a UK citizen with a Paid Subscription) under Section 4(a); and (ii) in response to changes of these Terms notified to the User as indicated in Section 1. The User shall also have the right to terminate the contractual relationship with immediate effect if UMushroom breaches these Terms.

10.2. Termination or Suspension of Services by UMushroom

UMushroom shall be entitled to terminate the contractual relationship to the User at any time and without prior notice by suspending the User’s access to the Website or App and the Services, including, without limitation, in the event of the User’s actual or suspected unauthorized use of the Website or App and/or the Services, the User’s violation of these Terms, or upon UMushroom’s decision to discontinue the Website or App and/or the Services.

10.3. Consequences of Termination or Suspension

Upon termination of the contractual relationship or suspension of the User’s access to the Website or App and/or the Services, (i) the User shall be entitled to a pro rata refund of any Paid Subscription fee; (ii) the User shall cease to use the Services immediately; (iii) any licenses granted by UMushroom to the User shall cease and fall back to UMushroom immediately; and (iv) any provisions of these Terms that, explicitly or by their nature, shall remain in effect after termination of the contractual relationship shall survive termination.

11. Governing Law and Jurisdiction

  • (a) Subject to (b) below, these Terms shall be construed under and governed by the substantive laws of Switzerland with exclusion of its private international laws. In case of any dispute arising out of or in connection with these Terms, the competent courts of the city of Zurich, Switzerland, shall have exclusive jurisdiction. However, UMushroom reserves its right to institute proceedings against the User at his or her place of habitual residence or domicile.
  • (b) The preceding choice of law and jurisdiction shall not apply if and to the extent that the User (i) is a consumer residing in Switzerland, the European Union (EU), the European Economic Area (EEA) or the United Kingdom (UK) and (ii) is entitled to invoke the application of another law and/or the jurisdiction of another court by virtue of mandatory law.

12. Miscellaneous

12.1. Notices and Contact

Unless otherwise explicitly stated in these Terms, any notice of User to UMushroom under these Terms requires text form, shall be in English or German and be sent to the following address:

UMushroom AG
Josefstrasse 206
8005 Zürich, Switzerland
[email protected]

12.2. Assignment

User may not assign any or all rights and obligations under these Terms without the prior written consent of UMushroom. UMushroom may assign any or all rights and obligations under these Terms to any third party or any affiliate of UMushroom.

12.3. Entire Agreement

This Agreement shall constitute the entire understanding of the Parties as to its subject matter and shall replace any prior agreements whatsoever. Both Parties agree that no oral or written side agreements with regard to the subject matter of these Terms exist.

12.4. No waiver and no warranty

Failure or delay in exercising any right or remedy by UMushroom under these Terms shall not constitute a waiver of such (or any other) right or remedy by UMushroom. Unless expressly stated in these Terms, nothing shall amount to any representation or warranty of UMushroom in connection to provision of the Website or App and the Services.

12.5. Severability

Should any clause of these Terms be – in whole or in part – invalid, illegal or unenforceable, such invalidity, illegality or unenforceability shall have no effect as to the validity, legality and enforceability of the remainder of these Terms and the invalid, illegal or unenforceable clause shall be replaced by a valid, legal and enforceable clause that that reflects the Parties’ intent and the economic purpose of the invalid, illegal and unenforceable clause to the greatest extent possible.

Appendix