Terms of Service for YPay YES BANK Co-Branded Wallet
Hello Rockstar! Thanks for using YPay. We would like you to read these terms of service (“Terms/Terms of Service”) carefully, before you use our platform or any of its services (we will call them “Services”). This is important because these Terms are a legally binding document. They govern your use of our website and our mobile application called YPay (collectively, the “Platform”) created by Bitoodle Online Services Pvt. Ltd., a company incorporated under the laws of India, with its registered office at E-1070 Rajendra Nagar, Bareilly, Uttar Pradesh, 243122, (“YPay” ).
YPay is a marketing and distribution partner of YES Bank Prepaid Card. YPay has entered into a co-branding agreement with YES Bank Ltd., a banking company incorporated under the laws of India, having its principal place of business/registered office at 5th Floor, ONE International Center, Tower II, Senapati Bapat Marg, Prabhadevi (West), Mumbai-400013 (“YES”, “Bank”). Pursuant to this agreement, YES BANK will issue the pre-paid payment instruments (“PPI(s)”) which will be co-branded and marketed by YPay and offered to you through the Platform (“Wallet(s)”). The types of Wallets which we may offer you (from time to time) through the Platform, have been described in clause 5 of these Terms.
These Terms are a binding agreement between you, YES and YPay (acting on behalf of YES). Throughout this document, we use the terms “we”, “us” and “our” to refer to YES and YPay (acting on behalf of YES) and the terms “you” and “your” to refer to you, the user of the Platform. These Terms are in addition to and not in derogation of any other terms stipulated by YES and YPay from time to time. In case of any conflict between these Terms and such other terms, these Terms will prevail.
Eligibiltiy: Please ensure to use the Platform only in the following events:
1. You are an Indian resident with Indian citizenship as defined under the Citizenship Act, 1955; or
2. You hold or are eligible to hold an Indian passport under The Passport Act, 1976; or
3. You are not a citizen of a country other than India and don’t hold dual-citizenship; or
4. You do not hold or are not eligible to hold a passport of a country other than India
1. Unless indicated otherwise, the capitalized terms have the meanings given below:
1. “Applicable Law(s)” means all applicable statutes, enactments, acts of legislatures or the India Parliament, laws, ordinances, rules, by-laws, regulations, notifications, guidelines, policies, directions, directives and orders of any governmental authority, tribunal, board, or a court and applicable international treaties and regulations, in force at the relevant time in India.
2. “Min-KYC Wallet” is the Wallet issued to you after you provide us ‘minimum details’ about yourself, these are: your name, mobile number verified with One Time Pin (“OTP”) and the unique identification number given on any of your ‘officially valid documents’ (“OVD”) (or in the limited case of Min-KYC Wallet, in place of OVD, you may provide the unique identity/identification number of any ‘mandatory document’ as defined in RBI Regulations). The types of OVD we accept are given on the Platform and are in line with Applicable Law.
3. “Full KYC Wallet” is the Wallet issued to you after completing your full KYC according to the relevant RBI Regulations. The features of different types of Wallets within this category are described in greater detail in clauses 5.4 and 5.5 of these Terms.
4. “KYC” stands for ‘know the customer’ and is a process prescribed under Applicable Law. YES will collect and authenticate your personal identification details to undertake KYC according to Applicable Law and RBI Regulations, before it issues you a Wallet (wherever needed) and offers you related Services.
5. “PPI Master Directions” is the Master Direction issued by RBI on the ‘Issuance and Operation of Prepaid Payment Instruments’ on 11 October 2017, as amended from time to time.
6. “Wallet Account” is the account associated with the Wallet issued to you by the Bank.
7. “Person-to-Bank Transfer” is a facility allowing you to transfer funds from your Wallet to any bank account.
8. “Person-to-Person Transfer” is a facility allowing you to transfer funds from your Wallet to any other individual’s prepaid payment instrument or bank account (as permitted from time to time).
9. “Person-to-Merchant Transfer” is a facility allowing you to transfer funds from your Wallet to any merchant (who accepts payments from the Wallet for purchase of its goods and services).
10. “RBI” is the Reserve Bank of India.
11. “RBI Regulations” are the rules, regulations, guidelines, directions, circulars, notifications or instructions issued and updated by the RBI from time to time.
• Acceptance of Terms
2. Compliance with Applicable Laws:You must ensure that your use of the Platform and the Services complies with Applicable Laws.
4. Inquiries as to Minors: By taking responsibility for a Minor, you authorize us to make inquiries (if we choose to do so), either directly or through third parties to validate the information provided about the Minor or your relationship with the Minor. This could include information to verify your relationship as a Parent to the Minor(s). If we are unable to verify the information that you provide, we may: (i) refuse to establish a YPay Account (defined below) and, or, Wallet Account for the Minor; (ii) close the YPay Account and/or, Wallet Account of a Minor; (iii) close the Parent’s YPay Account and/or, Wallet Account; and/or (iv) terminate our Services or portion(s) thereof.
1. YPay Account: Before you can apply to open a Wallet Account, you must create a profile with YPay through the Platform (“YPay Account”). Once you have successfully opened a YPay Account, you can use the Platform and apply to open a Wallet Account. To create a YPay Account, you must provide us your phone number (which we will authenticate with a one-time password). You must also permit YPay to access to your SMS, contacts, location data, installed applications, and such other device data that YPay may require (from time to time) to provide you the Services. At the time of creating the YPay Account or any time after that (while you are using the Services) YPay may also ask you to provide details about yourself which include without limitation:
1. your name,
2. email address,
3. date of birth,
4. residential address,
5. employment type and place of work,
6. any demographic data,
7. monthly income, and
8. PAN/Form 60.
3. You must add such information and documents requested in the manner prompted on the Platform. If you revoke any permissions on the Platform, we may restrict or deny your use of the Platform (or any of its features) to the effect that such information or documentation is necessary to provide you the Services.
4. If we believe that the information you provide to us is unreliable or incorrect, then, we may (at our discretion) disallow you from opening a YPay Account or Wallet Account. If we discover any deficiency in the information provided by you on a later date, we may terminate your YPay Account and your Wallet Account. Please note that we may (from time to time) ask you to provide us information about yourself to allow you to continue using the Platform and its Services.
5. KYC requirement: As per RBI Regulations, the Bank can issue you a Wallet only if you comply with the KYC requirements or provide us with the ‘minimum details’ about yourself. Whether you can use all or some of the Wallet’s features depends on whether you have provided minimum details (about yourself) or if you have completed full KYC on the Platform. Don’t worry! We will hand hold you through this once you start using the Platform.
6. Any Wallet held by a member of a Family is accessible only to the holder of this instrument.
7. What is a Card: We may offer you a virtual card linked to your Wallet on the Platform (“Virtual Card”) and give you the option to request for a physical card (associated to your Wallet) (“Physical Card”). You may use these to make payments at merchants or to withdraw cash from ATMs; this of course depends on the type of Wallet you have been issued (more on this below). You may disable these cards at any time, through the Platform. You may use your Virtual Card or Physical Card to spend from your personal Wallet within these prescribed limits. You cannot sell or transfer the Physical Card. We may cancel, repossess, or revoke your Physical Card (at any time without prior notice) subject to Applicable Law. We may also refuse to process any transaction which we believe may violate these Terms.
• User’s relationship with YES
1. Who issues the products: YES will issue the Wallet to you (if you successfully complete the KYC process/minimum details requirement and any other requirements that we may prescribe from time to time). Remember, the Wallet is not issued by YPay. It is issued by YES. YPay provides and maintains the Platform which acts as an interface through which you can access your Wallet Account.
2. Who holds your funds: YPay does not hold your funds either. YES maintains the Wallets which hold your funds, and against which all payments and transfers are settled. So funds in your Wallet are solely held by YES. Ergo, when you send funds, receive funds, or make payments to merchants, YES debits or credits your account based on the instructions you send through the Platform.
• Features of the Wallets issued to you
1. We may offer you any or all of these types of Wallets (through the Platform):
1. E-KYC semi-closed Wallet
2. Full KYC semi-closed Wallet
The features of each of these Wallets are described below. These features are subject to and may change based on changes in Applicable Law.
1. Min-KYC Wallet
1. Your Min-KYC Wallet will be reloadable. However, loading and reloading can only be done from a bank account or a credit card.
2. You will not be able to load more than INR 10,000 per month and INR 1,20,000 per financial year to a Min-KYC Wallet.
3. The amount outstanding at any point of time in your Min-KYC Wallet cannot exceed INR 10,000.
4. You will be able to use the Min-KYC Wallet only for Person-to-Merchant transfers, i.e. to purchase goods and services.
5. Any transfer of funds from the Min-KYC Wallet to bank accounts and other wallets of YES and/or any other PPI issuer is not permitted.
6. You can close the Min-KYC Wallet at any time by making a request to us through the Platform and the outstanding balance at the time of closure shall be transferred ‘back to source’ (i.e. the payment source from where the Wallet was loaded).
2. Full KYC semi-closed Wallet:
1. This type of Wallet will be issued to you only after you successfully complete your full KYC.
2. This Wallet will be reloadable in nature.
3. The amount outstanding in your Wallet can not exceed INR 1,00,000 at any point of time.
4. You will be able to transfer funds ‘back to source’ (i.e. the source from which the Wallet was loaded) or to your own bank account (after verification).
5. You will have the option to pre-register certain beneficiaries to whom you can transfer up to INR 1,00,000 per month. For non-pre-registered beneficiaries you will only be able to undertake Person-to-Person Transfers of up to INR 10,000 every month.
6. While there are no separate limits on the purchase of goods and services using your Full KYC semi-closed Wallet, we may decide to set limits to such expenditure within the overall limit prescribed under Applicable Law. These limits will be communicated to you within the Platform.
7. You can set limits on Person-to-Person Transfers (within the limits we specify).
8. You can close the Full KYC semi-closed Wallet at any time by making a request to us through the Platform. The outstanding balance at the time of closure will be transferred to your bank account or ‘back to source’ (i.e the source from which the Full KYC semi-closed Wallet was loaded). We are entitled to call for the relevant information/documents pertaining to your bank account and/or Wallet loading source, where funds have to be transferred post closure of the Full KYC semi-closed Wallet.
9. You also have the option to pre-designate a bank account or other PPI (either issued by YES or some other issuer) to which the balance amount available in the Full KYC semi-closed Wallet will be transferred in the event of its closure, or expiry of validity, amongst other reasons.
10. KYC documents may be required from you by YES at the time of registration and/or at a later date and/or from time to time, for availing and/or continuation of the Wallet. The form and process of KYC may change as per changes in Applicable Law.
3. Aadhaar OTP based KYC
1. You represent to us that you have not opened any other account using this method and that you will not do so in the future either.
2. A Wallet opened through this method will be valid only for a period of 1 year. Within this period, you will have to undergo the KYC process through Aadhaar biometric based KYC or any other method made available by us. If you do not undertake the KYC process as required, your Wallet will be closed.
3. You will not be able to credit more than INR 2,00,000 to this account in one financial year.
1. No interest will be payable to you on the balance reflected in the Wallet.
2. Wallets are not transferable.
3. We can suspend/discontinue the Wallets issued to you at any time, for any cause, including but not limited, to the following:
1. For any suspected violation of RBI Regulations/Applicable Law;
3. For any suspected discrepancy in the particulars provided by you, information provided by you to do KYC, or documentation or YPay Account Data provided by you;
4. To combat potential fraud, sabotage, wilful destruction, threat to national security or for any other force majeure event;
5. On account of technical failure, modification, upgradation, variation, relocation, repair, and/or maintenance due to any emergency or for any technical reasons;
6. On account of any transmission deficiencies;
7. If the mobile connection with which your Wallet is related is unoperational; and
8. If we believe, that cessation/suspension is necessary for any other legitimate purpose.
• Wallet charges & validity
1. Any amount in your Wallet that is utilized towards making payments for any transaction is automatically debited from your Wallet. Our responsibility is limited to debiting your Wallet and paying any merchant that you transact with. We do not endorse, promote, champion or warrant any goods or services that you buy using the Wallet.
2. We have the right to levy charges on any amounts loaded to the Wallet or any amounts spent/ transferred by you while using your Wallet. We will let you know what these charges are through the Platform.
3. We reserve the right to set off any balance in the Wallet against amounts due for transactions processed as per your request.
• Wallet expiry and balance forfeiture
1. Wallets with no financial transactions for a consecutive period of one year will be made inactive by us, after notifying you. We may re-activate such Wallet after validation and applicable due diligence. But apart from this, at present, we do not cause Wallets to expire or forfeit the balance amount in these Wallets.
4. We reserve the right to introduce a policy for Wallet expiration and balance forfeiture in the future (in line with Applicable Law). If we do so, we will notify you prior to such expiration, if mandated by Applicable Law.
1. Refunds in case of failed/ returned/ rejected/ cancelled transactions will be applied to your Wallet, to the extent that the payment was made initially by a debit to the Wallet, even if such refund results in exceeding the limit prescribed for that category of Wallet.
2. If you wish to receive a refund on an amount that has been debited from your Wallet on some any other ground, please email us at firstname.lastname@example.org and explain the circumstances and your reason for the request.
3. If your request is valid, we will make reasonable efforts to honour the request and refund the amount in question to your Wallet subject to Applicable Laws.
4. Refund requests may not be entertained for transactions those are reversed/reverted if they’re processed due to some technical issue in our system or some suspicious activity found in a transaction.
5. We will try to respond to your refund requests at the earliest. However, we will not be responsible for any delays which are outside our control or are due to third parties such as merchants who we rely on to process your refund requests. Please note that we do not undertake any liability for the processing of the refund requests.
1. You have a right to initiate a chargeback request in accordance with the Bank’s policy. Please note that YPay does not have a role to play in the processing of chargeback requests and the same are processed solely by the Bank.
2. We reserve the right to review your account and transaction history pursuant to a chargeback request, in order to determine the veracity of a chargeback request, including determining the occurrence of any fraud. If we have any reason to believe that there has been a fraudulent activity on your Wallet, we reserve the right to terminate, block or suspend your Wallet with immediate effect. You shall have no claims against us in this regard.
• Account balances
1. You must have money in your Wallet to be able to send or spend it. Unfortunately, if you don’t, we will have to stop that transaction from going through. You cannot have a negative balance in your Account or incur overdrafts either.
• Unauthorized use of the Platform
1. Tell us at once if you believe your Wallet Account or YPay Account has been accessed without your permission. If you feel something of this sort has occurred, please email us at email@example.com. The sooner you tell us about the breach, the better equipped we will be to avoid/minimise any loss.
1. We may charge a fee for providing our Services, which we will convey to you through the Platform, (including any periodic revisions). For instance, we may charge you a fee for availing features of your Wallet Account or using the Physical Card. Rest assured that we will let you know before charging you anything.
1. We may terminate the Services we provide at any time, for any reason, and without advance notice. This means we can stop providing you with any Services, or impose new or additional limits without notifying you. However, we will always notify you when the law requires us to update you regarding any changes.
• Privacy and data security
2. Third Party Access: We and our third-party service providers may use your data, including your financial information, to improve our Services. We and our third-party service providers may use anonymous, aggregate financial information to perform analytical research, engage in performance tracking or benchmarking, or to publish, distribute, or license the aggregated, anonymous research data for any purpose.
3. Despite our best efforts, you understand that transmissions on the internet cannot always be secure. You are responsible for safeguarding your mobile device, phone number, one-time passwords, log-in credentials and any other information used to access our Services. If you do not take necessary safeguards you will be responsible, within limits imposed by law, for any loss associated with the unauthorized use of your YPay Account and Wallet Account.
• KYC verification
1. Undertaking your KYC: You authorize us (and any third party appointed by us) to facilitate your KYC process as may be required from time to time. This may include asking you for the documentation required under law as well as additional information, or verifying your information against third party databases or other sources. If you refuse to complete the KYC requirements stipulated under law, we may need to deny or limit your use of the Services. The collection, verification, audit and maintenance of the correct and updated information about you is a continuous process, so we reserve the right at any time, to take steps necessary to ensure compliance with all relevant and applicable KYC requirements.
2. Who shall undertake KYC: To undertake KYC verification (wherever applicable), you agree and acknowledge that we may engage a third party service provider.
• Liability for failing to make transfers
1. We will not be liable, for instance:
1. if, through no fault of ours, your Wallet does not have sufficient funds for the transaction or funds are unavailable for withdrawal;
2. if a computer system, ATM, or PoS terminal was not working properly and you knew about the problem when you started the transaction;
3. if the ATM where you are making the transaction does not have enough cash;
4. if a merchant refuses to honour the payment made through the Wallet;
5. if circumstances beyond our control (including but not limited to fire, flood, terrorist attack or national emergency) prevent the transaction, despite reasonable precautions that we have taken;
6. if you attempt to use a Physical Card that has not been properly activated; or
7. if the Physical Card has been reported as lost or stolen, has been suspended by us, or we have reason to believe the transaction is not authorized by you.
• Third party disclosures
2. ypay may (from time to time) allow third party service providers to offer their users the ability to log-in to their websites/mobile applications through the ypay Account log-in credentials. Parents must ensure that they: (i) have permitted the use of the ypay Account log-in credentials to access such third party websites/applications and; (ii) monitor the use of such third party services by Minors. ypay does not endorse these third party websites and applications that allow you to sign in with ypay Account log-in credentials, and takes no responsibility for them.
• Disclaimer of warranties
1. We make reasonable efforts to make the Platform and/or Services available, but we make no representations or warranties regarding the same, including the time needed to complete transaction processing because this is dependent on many factors outside our control.
2. YPay through the Platform only helps you gain access to your Wallet. YPay is not liable for any losses that may occur as a result of the acts or omissions of any other third party service providers.
3. The Platform and Services are provided on an “as is” basis without any representation or warranties, express or implied except otherwise specified in writing. We do not warrant the quality of the Services or the Platform, including its uninterrupted, timely, secure or error-free provision, continued compatibility on any device, or correction of any errors. In no event shall we or any of our affiliates, successors, and assigns, and each of their respective investors, directors, officers, employees or agents be liable for any special, incidental, punitive, direct, indirect or consequential damages or losses suffered as a consequence of a breach of the Terms by another user or arising out of the use of, or the reliance on, any of the Services or the Platform.
• Limitation of liability
4. You agree that access and use of the Services is at your own risk. Except as required by law, you agree that YPay will not be liable for any harms arising out of your use of the Services, which lawyers and courts often call direct, indirect, incidental, special, consequential or exemplary damages, including damages for loss of profits, goodwill, use, data or other intangible losses, even if we have advised you of the possibility of such harms.
5. In the event any exclusion contained herein is held to be invalid for any reason and we or any of our affiliate entities, officers, directors or employees become liable for loss or damage, then, any such liability shall be limited to INR 5000.
• Obligations and restrictions on you
1. No scaling or jeopardizing our platform: You agree to not interfere with or use non-public areas of our Platform and our technical delivery system. You will not introduce any trojans, viruses, any other malicious software, any bots or scrape our Platform for any user information. Additionally, you will not probe, scan, or test the vulnerability of any system, security or authentication measures implemented by us. If you tamper or attempt to tamper with our technological design and architecture, we may terminate your YPay Account. We may further report such actions to the appropriate law enforcement authorities and initiate legal action.
2. No commercial usage: You shall use the Services only for your lawful and personal use.
3. No illegal usage: You shall not use the Platform or the Services for committing fraud, embezzlement, money laundering or for any other unlawful and/or illegal purposes.
4. Duty to provide true information: The information you provide is used by us and the Bank to determine your eligibility and continuing use of your Wallet. It is critical that all information you provide to us is true, complete, not misleading and is regularly updated by you. If all or any part of this information is incorrect, incomplete or misleading, it would be a breach of these Terms and a violation of the law. We may approach appropriate authorities to initiate legal action against you. You must further ensure that you do not do anything that can make the information provided by you incorrect, incomplete or misleading at a later date. If you discover any information provided is incorrect, incomplete or misleading, then please write to our Grievance Officer (details given below) immediately.
5. Duty to be responsible: Considering the nature of the Platform and Services provided, please ensure that you keep your mobile device safe. You are solely responsible for all activities that occur under your credentials on the Platform and for any amounts debited from or credited to your Wallet. You should keep your password safe and not disclose your YPay Account details to any third party or share your YPay Account with any third party. If you think someone has gained access to your YPay Account or your Wallet Account without your permission, please contact our Grievance Officer immediately.
6. Ensure compatibility and keep updated: You must ensure that you keep updating the Platform as and when we release new versions of it. Failure to do so may make you incapable of using the Platform and our Services.
• Force majeure
1. Without limiting the foregoing, under no circumstances shall we be held liable for any damage or loss due to a deficiency in provision of the Services resulting directly or indirectly from acts of nature, forces, or causes beyond our reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, or any other government regulations, floods, storms, electrical failure, civil disturbances, riots.
• Intellectual property
1. All of the content on the Platform, including, all images, illustrations, graphics, video clips, text, reports generated, trademarks, as well as the underlying code of the Platform (“Platform Content”), constitutes our intellectual property (of YES or YPay as the case may be).
2. We give you a limited, non-transferrable, non-sub-licensable and revocable license to access the Platform, avail of the features of the Platform for your personal, lawful requirements only. You are not entitled to duplicate, distribute, create derivative works of, display, or commercially exploit the Platform Content, features or facilities, directly or indirectly, without our prior written permission.
• Governing law & arbitration
1. These Terms and any action related thereto will be governed by Applicable Law. Any disputes arising out of or related to these Terms and/or the Platform, or the Services (collectively, “Dispute”) shall be subject to the jurisdiction of the courts located at Bareilly.
2. Any and all Disputes shall be referred to and finally resolved by arbitration, held in accordance with the provisions of the Arbitration and Conciliation Act, 1996, including any amendment or modification thereto. The arbitral tribunal shall consist of a sole arbitrator appointed by YPay. The seat and venue of arbitration shall be Bareilly. The award and decision of the arbitrator shall be final and binding on all parties. The language of the arbitration proceedings shall be English. Each party shall bear its own expenses and costs in relation to the arbitral proceedings, unless otherwise stated in the award.
• Opt-out request
1. In case you do not want to continue using our Platform and the Services and want to deactivate your YPay Account, and/or unsubscribe from the mailing lists, or you do not agree with any provision of these Terms and wish to opt out of receiving our Services, please contact us at support@ypaycard. However, requests for deactivating a Family may only be accepted when communicated by the Parent of a Family.
• Electronic communication
1. By using our Platform, you consent to receiving communications from us electronically. We may communicate with you by email, push notifications (on the Platform) and SMS. You agree that all electronic agreements, notices, disclosures and other communications satisfy any requirements under Applicable Law and that such communications are in writing. Please let us know if the information you share with us (including your email address and other contact details) changes. Our emails to you will be sent to the email address you last provided us, that is, if you shared your email address with us through the Platform. We will assume that you have received the email once it is sent from the outbox of our email address.
• Regulatory changes
1. Regulation around technology companies such as ours is ever changing. You understand and agree that we may have to modify the Services as well as the Platform on account of the regulatory landscape we are subject to. In such case, if you become incapable of using all or any part of the Platform or the Services, we shall not be liable to you in any manner.
• Third party content and advertisements
1. We may, from time to time, display offers, services, products and advertisements from third parties on our Platform for your benefit. However, this does not mean we endorse these third parties or their products and services. If you accept any of the products or services of such third parties, such arrangement shall be solely between you and the third party. We will not be liable in any manner for such products or services of such third parties.
• Customer support and grievance redressal
1. In order to address any questions or grievances that you may have regarding the use of your YPay Account, please contact our Grievance Officer:
Office hours: 12 noon to 7 PM.
Email address: firstname.lastname@example.org
If however, you want to register a complaint in relation to your use of the Wallet Account, please refer to YES’s Customer Grievance Redressal Policy given here. This policy captures the grievance redressal mechanism available to you in relation to your Wallet Account. It will tell you how to escalate your complaints and obtain a resolution. YES will treat your complaints in a transparent and fair manner and in accordance with Applicable Law.
• General provisions
1. Assignment: You shall not assign or transfer any right or obligation that has accrued to you under these Terms, and any attempt by you to assign or transfer such rights and obligations, shall be null and void. We may assign or transfer any right or obligations that accrued in our favour, at our sole discretion, without any restriction.
2. Waiver: Unless otherwise stated expressly, any delay or failure in our exercising any rights/remedies arising out of these Terms and/or other policies available on the Platform, shall not constitute a waiver of rights or remedies and no single/partial exercise of any rights or remedies, hereunder, shall prevent any further exercise of the rights/remedies by us.
3. Survival: You acknowledge that your representations, undertakings, and warranties and the clauses relating to indemnities, limitation of liability, governing law & arbitration shall survive the efflux of time and the termination of these Terms.
4. Severability: If any provision of these Terms is held illegal or unenforceable, the validity, legality and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. Any such provision held invalid, illegal or unenforceable shall be substituted by a provision of similar import reflecting the original intent of the parties to the extent permissible under Applicable Law.