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7.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be
<br />invalid or unenforceable, then such provision will be enforced to the maximum extent permissible and the
<br />remainder of this Agreement will continue in full force and effect
<br />7.6. Waiver. The failure of Public Processing to exercise or enforce any right or provision of this Agreement
<br />will not be deemed a waiver of such right or provision in the future.
<br />7. 7. Independent Contractor Relationship. The relationship between You and Public Processing is that
<br />of an independent contractor. No agency, partnership, joint venture or franchise relationship is implied,
<br />intended or created by this Agreement.
<br />7.8. Intellectual Property. All inventions, know how, improvements, discoveries methods, processes,
<br />concepts, designs, ideas, prototypes, samples drawings, documents, blueprints, specifications, computer or
<br />intellectual property programs, methods of doing business data in Public Surplus' databases (including
<br />but not limited to databases containing bidders, buyers and other users of the Site and their
<br />names and contact information), systems, copyrights, trademarks, trade names, software and/or other
<br />works conceived of and/or reduced to practice or writing or otherwise relating in any way to the Site or the
<br />Services are the exclusive intellectual property of Public Surplus (the "Public Surplus IP"). In addition, all
<br />content contained on the Site is Public Surplus IP that is copyrighted material, and Public Surplus retains
<br />and reserves all rights and interests in the content Public Surplus IP may be created by one or more of
<br />Public Surplus' employee(s) alone or jointly with a user or users of the Site or Services arising from the
<br />u sers' use and development of the Services or as a result of feedback regarding the Site or Services
<br />("Feedback"). All right, title, and interest in any Public Surplus IP will belong to Public Surplus and will be
<br />subject to the conditions of this Agreement: You hereby irrevocably assign to Public Surplus all right, title,
<br />and interest You may acquire in any Public Surplus IP, whether or not generated from Feedback. Public
<br />S urplus may, at its option, file an application for intellectual property protection for Public Surplus IP. If any
<br />such Public Surplus IP is created with Your participation or Feedback, You agree to cooperate with Public
<br />S urplus to assure that such application(s) will cover, to the best of Your knowledge, all related assets,
<br />including all features of commercial interest and importance. Public Surplus IP is the sole and exclusive
<br />property of Public Surplus and may not be used copied, reproduced, modified, published, transmitted,
<br />distributed, displayed or sold or derivative works created, without the prior written consent of Public
<br />S urplus Furthermore, You may not provide access to, or information from, the Site to any other party
<br />without Public Surplus' prior written consent.
<br />7.9. Copyrights. The Site may contain copyrighted, trademarked, or other proprietary materials that
<br />belong to third parties and are used with the owner s permission. You agree not to copy, modify, distribute,
<br />o r create any derivative work from such materials without prior written consent from the owner. You will
<br />indemnify and hold Us harmless, as provided for previously in this Agreement, from any claim or demand
<br />made by a third party due to or arising out of your violation of any law or rights of a third party.
<br />7.10. Trademarks. The Site and Public Processing' tradenames, domain names and logos found on the Site
<br />are trademarks or service marks of Public Processing. No display or use of such marks may be made without
<br />the express written permission of Public Processing.
<br />7.11. Assignment. This Agreement may not be assigned by You or by operation of law to any other
<br />person, persons, firms or corporations without the express written approval of Public Processing. Any
<br />purported assignment in violation of this provision will be void. However, You agree that this Agreement and
<br />all incorporated agreements may be assigned and delegated by Public Processing in our sole discretion to
<br />any party and will be assigned and delegated automatically in the event of a merger of Public Processing
<br />with another party
<br />7.12. Entire Agreement. This Agreement constitutes the entire agreement between You and Public
<br />Processing, and supersedes any previous agreements whether oral or in writing between You and Public
<br />Processing relating to the subject matter hereof. Public Processing may, at its sole discretion, remove or
<br />change any aspect of this Agreement at any time by providing notice to You.
<br />7.13. Survival The warranties, covenants and representations of the parties to this Agreement will survive
<br />termination of this Agreement.
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