IEX Web Portal General Terms & Conditions

These general terms and conditions (the “General Terms”) shall apply between:

1. the customer company (the “Customer”) which has subscribed to these General Terms pursuant to an administrator authorization form (the “Administrator Authorization Form”); and
2. Investors’ Exchange LLC, a limited liability company registered under the laws of the state of Delaware having its registered address at 3 World Trade Center, 58th Floor, New York, NY 10007 (“IEX”), acting on behalf of the relevant IEX entity or entities in relation to which the Customer has entered into the Exchange Rules (as defined below) and/or a Customer Agreement (as defined below), as applicable.

By signing the Administrator Authorization Form, the Customer subscribes to these General Terms and agrees to adhere to the General Terms and with any such specific instructions, terms and conditions as IEX may from time to time provide through the Portal (as defined below) or otherwise.

IEX and the Customer are hereinafter individually referred to as a “Party” and collectively as the “Parties”.  To the extent that Customer is a “Member” (as such term is defined in the Investors’ Exchange Rule Book (the “Exchange Rules”) available at https://www.iexexchange.io/resources/regulation or its successor site(s)) utilizing IEX’s exchange services, then Customer may be referred to as an “Exchange Member” for certain purposes herein, as applicable.

1. General

1.1 The Portal

1.1.1 These General Terms shall govern the Customer’s use of IEX’s secure web-based portal made available to the Customer for the submission, management and processing of information and requests relating to the IEX services (the “Portal”).

1.1.2 At the date of the entering into of these General Terms, the Portal includes the following functionalities (non-exhaustive):

1. Risk Management.  The Customer may submit digital files through the Portal to configure risk parameters in accordance with IEX’s specifications.
2. Market Maker Appointment Management.  The Customer may digitally submit files to request or release market maker appointments or similar designations.
3. Order / Quote Cancellation and Blocking. The Customer may digitally submit requests to cancel and/or block orders and quotes open at IEX’s options exchange.

The specifications, requirements, procedures and other details applicable to these and other Portal functionalities shall be set forth in the IEX Options User Manual available at https://www.iex.io/documents/iex-options-user-manual and any other documentation or instructions made available by IEX, in each case as updated from time to time.

1.1.3 The Customer understands and accepts that the functionalities available to Customer in the Portal may vary depending on (among other things) what services the Customer receives from IEX and/or to the extent that a Customer is an Exchange Member, what membership the Exchange Member holds in relation to IEX’s exchange services.

1.1.4 The Customer acknowledges and agrees that, to the extent access to any functionality is not available through the Portal, whether due to unavailability of the Portal, limitations on the Customer’s access rights, IEX operational requirements, or otherwise, the Customer shall utilize such other methods, processes or procedures as IEX may make available from time to time for the submission, request, management or processing of the applicable matter.

1.2 The Exchange Rules and other agreements between the Parties

1.2.1 The Parties understand and accept that in addition to these General Terms, the following will apply, as applicable: (i) the Exchange Rules (as amended from time to time), to the extent that Customer is or subsequently becomes an Exchange Member, and/or (ii) the agreement(s) between the Customer and IEX which govern(s) the contractual relationship(s) between the Customer and IEX (each, a “Customer Agreement”). For the avoidance of doubt, these General Terms do not amend, supersede, terminate, invalidate or otherwise limit the effectiveness of any Customer Agreement or Exchange Rules obligation, each of which shall remain valid and binding as between Customer and IEX in accordance with its terms. To the extent the Customer is an Exchange Member, the Customer shall ensure that all access to and use of the Portal by its Administrators and Users complies with the applicable Exchange Rules. In the event of a conflict between a provision of these General Terms and a provision of the Exchange Rules and/or Customer Agreement, the relevant provision of the Exchange Rules or such Customer Agreement shall prevail, as applicable.

1.3 Availability, accessibility, reliability and integrity

1.3.1 IEX will strive to ensure that the Portal is available, accessible and reliable at all times. However, the Customer will not be entitled to any compensation for any downtime of the Portal or for any breach of the security or integrity of the Portal. Further, the Customer acknowledges that the operation of certain functionalities of the Portal will depend on confirmations from IEX personnel, and that such IEX personnel will generally only be available during regular local office hours.

1.3.2 In addition, IEX may without prior notice limit the Portal’s operational time to make updates and upgrades. For the avoidance of doubt, clause 1.3.1 and clause 8 of these General Terms shall apply to any downtime or breach of any security or integrity caused by any updates or upgrades to the Portal.

1.3.3 For the avoidance of doubt, any unavailability or non-accessibility of the Portal which prevents the Customer from acting in compliance with the Exchange Rules and/or any Customer Agreement(s), will not be invoked by IEX as a breach of the Exchange Rules or applicable Customer Agreement(s), as applicable, provided however, that the Customer shall in such case carry out all measures outside the scope of the Portal to ensure the Customer’s compliance with the Exchange Rules or other Customer Agreement(s), as applicable.

1.4 Modifications to the Portal

IEX may at any time and without prior written notice add, remove and/or modify a functionality in the Portal.

1.5 Beta versions

IEX may from time to time add new functionality to the Portal in the form of beta versions. All such beta versions are provided on an “as is” basis and to the extent available. IEX will have no liability whatsoever for functionality provided as beta versions.

2. Right to use and access to the Portal

2.1 By accepting these General Terms, the Customer receives a non-exclusive, non-transferrable, non- sublicensable, non-assignable right to access and use the Portal during the term of these General Terms.

2.2 The Customer will access the Portal via an internet connection. The Customer shall be responsible for ensuring that it has the appropriate equipment, including but not limited to the necessary internet connectivity, computer hardware, operating systems, web browser applications and any applications as may from time to time be instructed by IEX for the authentication of Administrators and Users.

3. The Customer’s use of the Portal

3.1 General

The Customer agrees to not use the Portal in a manner that violates any laws, regulations and decisions by any supervising authority, or in any manner that creates damage or inconvenience to any third party (including any end-customer or client of the Customer). Any unlawful use of the Portal, such as gaining access to another customer’s data, may be subject to criminal liability and/or a liability to pay damages.

3.2 Information provided by the Customer to the Portal

3.2.1 The Customer shall be solely responsible for the information it enters into or provides to the Portal (or to IEX for IEX’s subsequent provision or entering of such provided information to the Portal), regardless of whether such information consists of information about any private individual, financial information or information of any other kind. Without limiting the generality of the foregoing, the Customer shall ensure that no information it provides to the Portal includes any Trojan horses, viruses, harmful source code or software or similar. The Customer shall be solely responsible for obtaining any intellectual property rights or licenses to any intellectual property rights as are necessary for the entering into or provision of information to the Portal. In addition, the Customer shall be solely responsible for the correctness, accuracy or appropriateness of such information. IEX will in no event be responsible for the correction, blocking or deletion of any such incorrectness, inaccuracy, or inappropriateness of such information.

3.2.2 IEX shall have the right, but not any obligation, to review and amend the information which the Customer enters into or provides to the Portal for the purpose of ensuring that the Member complies with its obligations under these General Terms and/or pursuant to any specific instructions, terms and conditions as IEX may from time to time provide through the Portal or otherwise.

3.3 Specific indemnity regarding the use of the Portal by Administrator(s) and User(s)

The Customer agrees that it shall be fully responsible for all use of the Portal by its Administrator(s) and User(s) and for all actions and measures taken by its Administrator(s) and User(s) through the Portal. The Customer agrees to indemnify and hold IEX harmless from and against all damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities (including fees for legal services and other similar services in connection with the resolution of disputes) that may arise as a result of a use, action or measure by its Administrator(s) or User(s) that causes a breach of these General Terms.

3.4 Specific indemnity regarding wrongful information

The Customer agrees to indemnify and hold IEX harmless from and against all damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities (including fees for legal services and other similar services in connection with the resolution of disputes) that may arise as a result of the Customer, or its Administrators or Users having provided to or entered into the Portal any information in breach of its responsibilities under clause 3.2.1 or otherwise under these General Terms.

4. User Authorization and User Accounts

4.1 In order to access the Portal, each Administrator and User (each as defined below) will need user accounts registered with the Portal (each such user account is in the following referred to as a “User Account”). The Customer acknowledges that IEX may use various methods to verify the identity of the Administrators and Users (including services from third parties), and that IEX may from time to time change the method and application for user identity verification, but that it is not IEX’s responsibility to confirm that any person logging in to the Portal using an Administrator’s or User’s login credentials is in fact that Administrator or User.

4.2 The Customer shall ensure that all Administrators and Users comply with all requirements regarding user authorization as may from time to time be provided by IEX through the Portal. In particular, the Customer shall in no event accept and shall always ensure that its Administrators and Users do not circumvent any method or application for user authorization. In addition, the Customer understands that the User Accounts are intended to be personal for each Administrator and User, meaning that the Customer shall in no event accept that the Administrators and Users lend, borrow or otherwise share their User Account information with each other or with any third party.

4.3 In the event the Customer becomes aware of any unauthorized use of any User Account or that any unauthorized user has gained access to passwords or other identification measures relating to a User Account, the Customer shall immediately notify IEX in writing at marketops@iextrading.com.

4.4 The Customer shall be fully responsible for any actions or measures taken through the Portal that arise as a result of the use of a User Account by an Administrator, a User or any third party. Reference is also made to clause 3.3 regarding the Customer’s obligation to indemnify IEX for the use of the Portal by its Administrator(s) and User(s).

5. User Rights

5.1 Administrator

5.1.1 By submitting one or several Administrator Authorization Forms, the Customer has indicated one or several individuals who shall serve as the Customer’s administrator(s) for the Portal (each such administrator is in the following referred to as an “Administrator”). The appointment of an Administrator shall apply to all memberships and customer accounts which the Customer has or wishes to have with IEX’s exchange services and/or to all such other contractual relationships which the Customer has or wishes to have with IEX, unless the Customer has indicated otherwise in the Administrator Authorization Form.

5.1.2 The Customer undertakes to provide to IEX upon IEX’s request from time to time any documentation, including but not limited to corporate authorizations and powers of attorney that evidence each Administrator’s right and obligation to represent the Customer as set forth in clause 5.1.2, and shall prepare, execute and deliver to IEX all such documentation as IEX from time to time may reasonably require to further assure each Administrator’s right to represent the Customer.

5.1.3 The Customer acknowledges that each Administrator will be entitled to appoint a User pursuant to clause 5.2. The Customer undertakes to provide to IEX any documentation, including but not limited to corporate authorizations and powers of attorney that evidence each Administrator’s entitlement to appoint a User as set forth in this clause 5.1.3, and shall prepare, execute and deliver to IEX all such documentation as IEX from time to time may reasonably require to further assure each Administrator’s right to appoint a User. 

5.1.4 The Customer understands that the Portal does not allow the Customer to electronically appoint new Administrators, meaning that an Administrator will not be able to appoint a new Administrator through the Portal.  Hence, if the Customer wishes to appoint additional Administrators, the Customer shall submit additional Administrator Appointment Forms.

5.1.5 If an Administrator ceases to be a user of the Portal (e.g., Administrator left employment with the Customer’s organization), the Customer shall: (i) if the Customer pursuant to clause 5.1.1 has appointed multiple Administrators, cancel the User Account of the relevant Administrator, or (ii) if the Customer pursuant to clause 5.1.1 has appointed only one Administrator or if there is only one Administrator remaining, submit a new Administrator Authorization Form in connection to the Administrator ceasing to be an Administrator of the Portal as will allow the Customer and IEX to administrate the appointment of a new Administrator and a new User Account for such new Administrator and cancel the User Account of the Administrator that ceases to be a user of the Portal.

5.2 Users

5.2.1 Each Administrator shall be entitled to appoint one or several individuals to be users of the Portal (each such user is in the following referred to as a “User”) with the limited authority rights as are assigned to such Users via a User Access Authorization Form.

5.2.2 The Customer acknowledges that the Users appointed by an Administrator pursuant to clause 5.2.1, shall have the rights and obligations to represent the Customer in all matters included in the limited authority rights as delegated to a User via a User Access Authorization Form. Any delegation of the right and obligation to represent the Customer from an Administrator to a User as referred to in the foregoing shall always be deemed to include a right and obligation for the User to represent the Customer in all interactions between IEX and the Customer, regardless of whether a matter is managed through the Portal or otherwise.  

5.2.3 If a User ceases to be a user of the Portal (e.g., the User left employment with the Customer’s organization), the Customer shall ensure that an Administrator immediately cancels the User Account of the relevant User.

5.2.4 To the extent that a Customer is an Exchange Member, the Customer shall ensure that any Administrator or User acting as an “Authorized Trader” (as defined in IEX Exchange Rule 1.160) in connection with such Administrator’s or User’s access to or use of the Portal complies with all applicable IEX Exchange Rules, including Rule 11.140.

5.3 Specific indemnity regarding user rights

The Customer acknowledges and understands that the ability of each Administrator and User to represent the Customer pursuant to clause 5.1 and clause 5.2 is of utmost importance for the Customer’s use of IEX’s exchange services (if any), connectivity services (if any), port services (if any) or such other services and/or contractual relationships as may apply between Customer and IEX. Accordingly, the Customer agrees to indemnify and hold IEX harmless from and against all damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities (including fees for legal services and other similar services in connection with the resolution of disputes) that may arise as a result of an Administrator or User having exceeded their rights pursuant to clause 5.1 and clause 5.2 to represent the Customer.

6. Disabling a User Account

If IEX has reasonable grounds to believe that an Administrator or a User is using a User Account in breach of these General Terms and/or of any specific instructions, terms and conditions as IEX may from time to time provide through the Portal or otherwise, IEX shall have the right, but not the obligation, to immediately and without prior notice disable the relevant User Account. Similarly, IEX shall also have the right, but not the obligation, to disable a User Account if IEX has reasonable grounds to believe that an Administrator or User is acting in a manner that may cause damage to IEX or any third party (including in case of repeated login failures or in case IEX suspects an unauthorized use of a User Account).

7. Service Desk

IEX will provide a service desk which to a reasonable extent and during regular Eastern Time Zone IEX office hours will assist the Customer in case the Customer has any questions or faces any problems when using the Portal (where IEX makes no warranty as to the availability or accessibility of such service desk and where the opening hours of the service desk may vary from time to time). In addition, the Customer accepts that the service desk may only provide advice in the English language.

8. Limitation of liability

8.1 Availability, accessibility, reliability and integrity of the Portal

IEX shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to the Portal not being available, accessible, reliable or having sufficient integrity and the Customer explicitly accepts that no service credits, liquidated damages or other similar penalty fees will be paid by IEX to the Customer as a result of the Portal not being available, accessible, reliable or having sufficient integrity or that the use of the Portal is limited, for instance (non-exhaustive) due to a loss in technical functionality.  The Portal is provided “as is” and “as available.”  IEX disclaims all warranties, express or implied, including merchantability and fitness for a particular purpose.

8.2 Security

IEX shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise due to security shortcomings of the Portal, including but not limited to any vulnerability of the Portal to Trojan horses, viruses, harmful source code or software or any unauthorized access by any third party (including but not limited to any third party member) to the Customer’s information as entered into or provided by the Customer to the Portal.  IEX may log, monitor and analyze Portal activity for security and regulatory compliance, and access may be restricted by IEX Information Security controls.

8.3 Force majeure

IEX shall not be liable to Customer, nor deemed to be in breach of this Agreement, for any delay or failure to perform its obligations hereunder, when and to the extent such delay or failure is caused by or results from any Force Majeure Event. “Force Majeure Event” means any event or circumstance beyond IEX’s reasonable control, including but not limited to: (a) act of God; (b) extreme weather event or natural disaster; (c) accident; (d) war, hostilities, terrorism or civil unrest; (e) epidemic or pandemic; (f) government requisition, restriction, or regulation of travel, business operations, commodities, or supplies; (g) government sanction, order or law; (h) strikes, labor disputes or other industrial disturbances; (i) utility, internet or any other third-party service provider failure or delay; (j) denial of service attack, cyber incident or any other third party act, or any other cause beyond IEX’s reasonable control whether similar or dissimilar to any of the foregoing.  Upon the occurrence of a Force Majeure Event, IEX’s obligations shall be extended on a day-for-day basis equal to the duration of the underlying Force Majeure Event.  IEX shall promptly notify Customer of the occurrence and its anticipated effect on performance, including its expected duration; and shall take all reasonable steps to mitigate damages and to resume performance.

8.4 Use of the Portal

IEX shall not be liable for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise as a result of the use of the Portal by one of the Customer’s Administrator(s) or User(s) or any third party. Reference is made to Section 3.3 regarding Customer’s obligation to indemnify IEX for its Administrator’s and User’s use of the Portal, Section 3.4 regarding Customer’s obligation to indemnify IEX for wrongful information provided to or entered into the Portal, and to Section 5.3 regarding Customer’s obligation to indemnify IEX in case an Administrator or User would exceed its authorization in the Portal.

8.5 Use of Third-Party Service Providers.

IEX may engage third-party service providers and vendors to support the operation, maintenance, hosting, security, monitoring, analytics and other functionalities of the Portal.  Such providers may include cloud infrastructure, cybersecurity, incident-management, and data-integration vendors.  The Customer acknowledges that the Portal’s availability and performance may depend on the proper functioning of such third-party systems, for which IEX assumes no liability beyond that expressly set forth herein.

9. Third Party Information

The Customer is aware that the Portal may include and provide information provided by third parties. The Customer acknowledges that IEX will have no liability as regards this information or the correctness of such third-party information or for any damage, third party claims, claims from governmental authorities, costs, damages, liquidated damages, losses and liabilities that arise as a result of errors, faults mistakes or in such information. IEX reserves the right to at any point in time and without prior written notice cease the provision of such third-party information in the Portal or to change the nature and/or composition of the information.

10. Data Protection

Customer understands and agrees that IEX may be required to collect certain data from Customer, Customer’s Administrator(s), and Customer’s end-users of the Portal in order to enable IEX to provide its exchange services and other services as facilitated by the Portal, and/or to comply with IEX’s legal obligations as a market operator, its duties as a broker-dealer/investment firm and/or compliance risk management programs related to anti-money laundering, sanctions, anti-corruption, know-your-customer (KYC) and similar laws and regulations, or to otherwise provide the Portal services. Customer acknowledges that IEX will be the Data Controller (as defined under GDPR and the applicable privacy law) with respect to such Processing (as defined under GDPR and the applicable privacy law) of any personal data collected by IEX from Customer, Customer’s Administrator(s), and Customer’s end-users of the Portal for such purposes and shall process such data in accordance with applicable data protection and/or data privacy law. Customer is responsible for notifying Customer’s Administrator(s) and Customer’s end-users of the Portal of such collection and Processing by IEX related to its operation of the Portal as required by applicable data protection laws and shall refer any such individuals to IEX’s posted Privacy Policy at https://www.iex.io/legal/privacy for further information. 

11. Term and Termination

11.1 These General Terms shall enter into force upon receipt by IEX of a duly submitted and completely filled in Administrator Authorization Form. If the Customer has commenced its use of the Portal prior to submitting the Administrator Authorization Form, IEX may limit the Customer’s use of the Portal by limiting the Customer’s access to one or several functionalities within the Portal and may also disable one or several User Accounts until a duly submitted and completely filled in Administrator Authorization Form has been received by IEX.

11.2 These General Terms shall remain in force as long as the Exchange Rules and/or the Customer Agreement(s), as applicable, remain in force between IEX and the Customer. These terms shall terminate automatically should the Exchange Rules and/or Customer Agreement(s) terminate, as applicable (whereby the General Terms shall terminate on the same date at which the Exchange Rules and/or Customer Agreement(s) terminate, as applicable) unless the Parties otherwise agree. Notwithstanding the foregoing, IEX may approve on a case-by-case basis the use of the Portal by the Customer after termination of the Exchange Rules and/or Customer Agreement(s), as applicable.

11.3 Notwithstanding the foregoing, IEX shall be entitled to terminate these General Terms without cause (and regardless of if such termination constitutes a termination of these General Terms in relation to the Customer only or if the termination constitutes a termination of these General Terms in relation to all members and other IEX partners that use the Portal), by notifying the Customer thereof in writing through the Portal and by providing a notice period of thirty (30) days to the Customer.

11.4 In addition, IEX may terminate these General Terms immediately (i) due to an actual or anticipated material breach of these General Terms, the Exchange Rules or the Customer Agreement(s), as applicable, by the Customer, or (ii) due to the Customer having cancelled its payments, having concluded an agreement with its creditors, if a bankruptcy petition concerning the Customer has been filed or if IEX otherwise has reasonable grounds to believe that the Customer has become insolvent (regardless of if any of these events have actually occurred or if IEX anticipates that any of these events will occur), in each case by giving notifying the Customer thereof in writing through the Portal.

11.5 Notwithstanding a termination of these General Terms, clauses 8, 9, 10, 13 and 19 shall survive the termination of these General Terms.  Upon termination, IEX may retain Customer data as required by law or for legitimate business and compliance purposes. 

12. Revisions of these General Terms

12.1 IEX reserves the right, in its sole discretion, to modify these General Terms from time to time. Any modifications will be posted through the Portal and will become effective on the date specified in the revised General Terms. Customer should review these General Terms periodically. Customer’s continued access to or use of the Portal after a modification is posted constitutes Customer’s acceptance of the General Terms as modified.  If Customer does not agree to a modification, Customer may notify IEX in writing and discontinue its access to and use of the Portal. Such discontinuation will be Customer’s sole remedy with respect to the modification and will not affect any rights or obligations accrued before discontinuation or Customer’s obligations under the Exchange Rules or any Customer Agreement, as applicable.  IEX expressly rejects any terms or conditions proposed by Customer that are additional to or inconsistent with these General Terms, and any such terms or conditions shall be of no force or effect.

13. Confidentiality

The Customer undertakes not to disclose or make available the contents of the Portal, to any third party unless explicitly permitted according to these General Terms, if required by applicable law, if requested by a supervising authority, or if disclosure is indispensable to give the Customer the full benefit of the Portal (it being noted that the existence of the Portal and these General Terms will be publicly available information not subject to confidentiality pursuant to this clause 13). The provision in this clause 13 shall not prevent the Customer from disclosing information about the Portal with its Administrators, Users or any other of its employees, in each case on a need-to-know basis.

14. Rights of IEX Affiliate Companies

As set forth in item (b) of the preamble of these General Terms, these General Terms have been entered into by IEX on behalf of the relevant IEX entity or entities in relation to which the Customer has accepted or is contemplating to accept to comply with the Exchange Rules (in Customer’s capacity as an Exchange Member), and/or in relation to which Customer entered into one or more Customer Agreements affected by the Portal. The Customer understands and accepts that this shall mean that any such IEX entity or entities shall have the right, but not the obligation, without prior notice to the Customer, to assume and invoke any of the rights, but none of the obligations, of IEX under these General Terms, including but not limited to the right to initiate the resolution of disputes. Hence, and for the purpose of allowing such IEX entities to assume any such rights, all references to “IEX” under these General Terms shall thus be deemed to include a reference to any such IEX entity or entities.

15. Notices

The Parties agree that notices in connection with these General Terms shall primarily, and as far as possible, be sent through the Portal and shall be deemed to have been received by the receiving Party when made available to the receiving Party in the Portal. However, any notices which cannot be provided through the Portal shall be in electronic form (whereby electronic form is sufficient when reference to “written” or “in writing” is made in these General Terms) and shall be deemed given if delivered by e-mail (i) if to IEX, when delivered to optionsmktops@iextrading.com, and (ii) if to the Customer, when delivered to the e-mail address of the Customer’s designated compliance contact(s) and/or Administrator as maintained by the Customer.

15.1 Notices shall be deemed to have been given as of the date so delivered (if delivered personally), or on the day the receiver confirmed the receipt (if sent by e-mail whereby electronic auto reply is not sufficient as a confirmation) or on the third business day after deposit in the local country mail (if sent by registered mail).

16. Assignment

16.1 The Customer may not, wholly or partly, assign, pledge or otherwise dispose of its rights and/or obligations under these General Terms without IEX’s prior written consent.

16.2 IEX may upon notice to the Customer, wholly or partly, assign its rights and/or obligations to an entity which is controlled by IEX, which controls IEX or which is under common control with IEX.

17. Waiver

Neither Party shall be deprived of any right under these General Terms because of its failure to exercise any right under these General Terms or failure to notify the infringing party of a breach in connection with these General Terms.

18. Severability

In the event any provision of these General Terms is wholly or partly invalid, the validity of these General Terms as a whole shall not be affected and the remaining provisions of the General Terms shall remain valid. To the extent that such invalidity materially affects a Party’s benefit from, or performance under, the General Terms, it shall be reasonably amended.