Cardholder Agreement – Talent Card

Last modified: 20 October 2020

This Cardholder Agreement (the “Agreement”), sets forth the terms of your prepaid Mastercard, please read it carefully and retain it for your records. Your Card is issued by Rapyd Holdings Pte Ltd., 89 Neil Road #02-00, Singapore, 088849, principal member pursuant to a license from Mastercard International Incorporated.

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT: To help the Government of Singapore and governments worldwide fight the funding of terrorism and money laundering activities, all financial institutions are legally required to obtain, verify and record information that identifies each person who opens an account (including sub accounts). What this means for you: when you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver’s license or other identifying documents.

Definitions. In this Agreement, the words “you” and “your” means the Card Owner and any Authorized User of the Card. “Card Owner” means the person who qualified for and opened the Card Account and owns the funds in the Card Account. Authorized User means any person issued a Card at the request of the Card Owner and authorized by the Card Owner to use the Card. We, usour and “Rapyd” mean Rapyd Holdings Pte Ltd., the issuer of the Card. Card means the Mastercard plastic prepaid card that is issued to you by us. Primary Account means the Card Account that is qualified for and opened by the Card Owner. “Primary Account Card” means the virtual Card issued to you for your Primary Account. Card Account means the custodial sub-account we maintain on your behalf to track your Card balance on deposit with us and record transactions made using your Card or by other means authorized by this Agreement. Account Number means the 16-digit number used to identify your Card Account. Card Number means the 16-digit number embossed on your Card. Business days are Monday through Friday, excluding public holidays. Saturday, Sunday, and public holidays are not considered business days, even if we are open. PIN means personal identification number. Access Information means collectively your PIN, online user name, password, challenge questions, and any other security information used to access your Card Account.

Agreement to Terms. By activating or using your Card (see “Activating Your Card” below), you agree to the terms of this Agreement. If you do not agree to the terms of this Agreement or do not want to use the Card, please destroy the Card at once by cutting it in half and call us at +65 8767 3657 to cancel your Card Account. When any provision in this Agreement states that we may take certain actions, we may do so in our sole discretion. The terms of this Agreement are subject to amendment at any time in accordance with the “Change in Terms” section below.

Prepaid Card. The Card is a prepaid card. The Card allows you to access funds loaded or deposited to your Card Account by you or on your behalf. Your Card Account does not constitute a checking or savings account and is not connected in any way to any other account you may have. The Card is not a gift card, nor is it intended to be used for gifting purposes. The Card is not a credit card and may not provide the same rights to you as those available in credit card transactions. You will not receive any interest on the funds in your Card Account. Your funds will never expire, regardless of the expiration date on the front of your Card. The Card will remain the property of Rapyd, must be surrendered upon demand, and is non-transferable.

Activating Your Card. You cannot use the Card until it has been activated. To activate a personalized card, login to your account or call +65 8767 3657 and follow the instructions provided. As part of the activation, you may be required to provide certain personal information (e.g. date of birth, personal ID number, etc.). Although no credit history is required to obtain a Card, you authorize us to obtain information about you from time to time from credit reporting agencies, your employers and other third parties for our internal processes.

Using Your Card, Card Number and Account Number. Subject to terms and limitations set forth in this Agreement, once you have activated your Card and we have verified your identity, you may use your Card, Card Number or Account Number, as applicable, to: (1) add funds to your Card Account (see section below labeled “Adding Funds to Your Card Account”), (2) purchase goods or services wherever your Card is honored as long as you do not exceed the value available in your Card Account (see “Using Your Card for Purchases” section below), and (3) withdraw cash from your Card Account (see “Using Your Card to Get Cash” section below), as long as you do not exceed the available balance in your Card Account. There may be fees associated with some of these transactions. Some of these services may not be available at all terminals.

Each time you use your Card, Card Number or Account Number, purchase goods or services, obtain cash or initiate another type of funds transfer authorized by this Agreement, you authorize us to reduce the available balance in your Card Account by the amount of the transaction plus applicable fees, if any. You agree that you will: (i) not use your Card at gambling websites or to purchase illegal goods or services; (ii) promptly notify us of any loss or theft of your Card; (iii) promptly notify us of the loss, theft, or unauthorized disclosure of any Access Information used to access your Card Account information or Card funds; (iv) not use the Card for business purposes; and (v) use the Card only as permitted by us. The Card may not be accepted by certain merchants whose goods or services are not legal for minors. We may refuse to process any transaction that we believe violates the terms of this Agreement.

Personal Identification Number “PIN”: A PIN is a six-digit code that may be used to make purchase transactions instead of signing for your transaction. A PIN was provided to you at the time you activated the Card. Only one (1) PIN will be issued for the Card. To prevent unauthorized access to the Card balance, you agree to keep your PIN confidential. We recommend that you memorize your PIN and do not write it down. You may change or reset your PIN by calling +65 8767 3657 or by logging into the Some merchants may require you to make purchases using a PIN rather than your signature.

Limitations on Card Usage. Use of your Card is subject to the limitations set forth below, and no transaction may exceed the value available in your Card Account. Limits are applied on aggregate across the Primary Account Card. For security reasons, we may further limit the amount or number of transactions you can make with your Card on a daily or monthly basis, or in the aggregate, and we may limit the dollar amount of transactions to or from your Card Account. We may increase or decrease these limits or add additional limits from time to time in our sole discretion without prior notice to you except as required by law.

Limitation Type Frequency and/or Singapore Dollar Limits (for typical transactions)
Card Limits
Maximum Card Account balance SGD 20,000.00 at any given time or equivalent value in foreign currency for balances funded from your LyteMoney line.
Load Limits*
Top-Up from LyteMoney SGD 5,000.00 per day
Spend Limit*
Annual Spending Limit SGD 30,000.00 from your prepaid balance; limits from other sources of funds including your LyteMoney balance may differ
Cash Withdrawals (ATM or POS) ATM withdrawals in SGD are not supported under MAS regulation. Withdrawals overseas are capped at your available balance or lower limits set in your app.
Card Purchases (Signature and PIN) SGD 5,000.00 per day

*Other third parties involved in the transaction (e.g. ATM operator, reload network, bank teller) may have their own daily, weekly or monthly limits on the frequency and/or dollar amount of the transactions you request.

Adding Funds to Your Card Account. You may add funds to your Card Account, called “loading,” at any time, subject to the limitations in (see “Limitations on Card Usage” listed above). Merchants and banks may have additional limitations. We reserve the right to accept or reject any request to load value to your Card Account. The Card Account may only be loaded by LytePay Pte Ltd on the Card Owner’s behalf and on the Card Owner’s instructions through the LytePay platform. There may be a fee imposed by the originating bank or retailer for a load transaction. Loads are subject to appropriate anti-fraud verification. Certain delays may be required to assure funds are available for loads prior to crediting to your Card Account and making funds available to you. All loads must be made in SGD. You cannot load your Card Account by check or money order. Funds may be loaded by Lytepay Pte Ltd on the Card Owner’s instruction through the LytePay platform only.

Using Your Card for Purchases: You can use your Card to purchase goods and services everywhere Mastercard prepaid cards are accepted, subject to the limitations in (see “Limitations on Card Usage” above). If you do not have enough funds available in your Card Account for the entire purchase, you can instruct the merchant to charge part of the purchase to your Card Account and pay the remaining amount with other funds. These are called split transactions and some merchants do not permit them. If a merchant attempts to process a transaction for more than the value available in your Card Account, or if the transaction will cause the purchase limit we have established to be exceeded, then the transaction will be declined. Unusual or multiple purchases may prompt a merchant inquiry or card suspension to allow us to investigate such unusual activity.

If you use your Card Number or Account Number without presenting your Card (such as for mail order, telephone or Internet purchases), the legal effect will be the same as if you used the Card itself. For mail order, telephone, Internet or other card-not present purchases, merchants may choose to route a transaction through as a PIN or signature purchase. In these circumstances, we recommend that you ask the merchant whether your transaction will be routed as a PIN or signature transaction, to the extent we assess different fees for PIN and signature purchase transactions.

When you use your Card Account to pay for goods or services, certain merchants may ask us to authorize the transaction in advance and may estimate its final value. When we authorize the transaction, we commit to make the requested funds available when the transaction finally settles and may place a temporary hold on your Card’s funds for the amount indicated by the merchant (which may be more than the final settled transaction amount). If you use your Card at a restaurant, a hotel, for a car rental purchase, or for similar purchases, the merchant may pre-authorize the transaction amount for the purchase amount plus up to 20% more to ensure there are sufficient funds available to cover tips or incidental expenses incurred. Transactions at certain merchants that authorize high dollar amounts, especially rental car companies and hotels, may cause an “authorization” or “hold” on your available balance for up to thirty (30) days. Until the transaction finally settles or we determine that it is unlikely to be processed, the funds subject to the hold will not be available to you for other purposes. We will only charge your Card Account for the correct amount of the final transaction, however, and will release the hold on any excess amount when the transaction finally settles.

Using Your Card to Get Cash: You may use your Card and PIN to obtain cash at ATMs outside of Singapore displaying the Mastercard name or logo, the Accel/Exchange name or logo, or at merchants that have agreed to provide cash back with a PIN purchase, subject to the limitations in (see “Limitations on Card Usage” above). ATM, PIN purchase and over-the counter cash withdrawals are limited to the available balance in your Card Account. Merchants, banks and ATM operators may have additional limitations. You will be charged a fee by us for each cash withdrawal and balance inquiry made at an ATM as disclosed to you. In addition, when you use an ATM, you may be charged a fee by the ATM operator or any network used (and you may be charged a fee for a balance inquiry even if you do not complete a fund transfer).

Transit Fares. Card Owner shall ensure that a minimum of SGD 15.00 is maintained at all times in your Card for spending on transit fares. Your fare charges will be accumulated for up to five (05) days or after a total of SGD 15.00 is spent on transit fares, whichever is earlier and charged against your Mastercard contactless card. To view the details of your trips and fare charges, you need to register an account with TransitLink SimplyGo. In the event that the transport operator is unable to charge your Card for your transit fares, your Card may be suspended or terminated without notice.

Negative Balance. You acknowledge and agree that the value available in your Card Account is limited to the funds that have been loaded to your Card Account by you or on your behalf. Each time you use your Card, you authorize us to reduce the value available in your Card Account by the amount of the transaction and any applicable fees. You may not initiate transactions exceeding the available balance in your Card Account. Nevertheless, if any fees, transaction fees from merchants or other activity cause your Card Account to have a negative balance, you agree to pay us immediately for the full amount of the negative balance without further demand. We do not offer an overdraft or other credit feature with this Card. We may deduct the negative balance owing from any current or future funds loaded to your Card Account or any other account you activate or maintain with us. If your Card Account has a zero or negative balance, we may, at our option, cancel your Card Account without notice.

Refunds for Purchases Made with the Card. Any refund for goods or services purchased with the Card Account will be made in the form of a credit to the Card. You are not entitled to receive a cash refund.

Disputes with Merchants. We are not responsible for the delivery, quality, safety, legality or any other aspect of goods and services that you purchase from others with a Card. All such disputes should be addressed to the merchants from whom the goods and services were purchased.

Reversal. Point of sale transactions cannot be reversed. If you authorize a transaction and then fail to make a purchase of that item as planned, the approval may result in a hold of funds equal to the estimated purchase amount, for up to seven (7) days.

List of All Fees. We will charge you, and you agree to pay, the fees and charges disclosed to you You may also visit to view a complete list of fees. We generally deduct fees and charges from the Card Account at the time a fee or charge is incurred. The owners of ATMs or other networks may impose an additional charge to use their terminals. Such other fees and charges may be deducted from your Card Account. If you request a service that is not included in the fees list, if there is a fee for such service it will be disclosed at that time, and you agree that any such fee may be deducted from your Card Account.

Receipts and Transaction History Receipts. You should get a receipt from the merchant, bank or ATM at the time you make a transaction or obtain cash using your Card.

Card Account Balance and Transaction History. You can obtain information about the amount of money you have remaining in your Card Account via or by calling +65 8767 3657. You will not be assessed a fee to check your balance using our automated telephone system. You may also obtain your balance information, along with a 12-month history of your Card Account transactions, at no charge by logging in to your Card Account via the You also have the right to obtain at least 24 months of written history of your Card Account transactions by calling +65 8767 3657, or by writing us at 6 Bukit Pasoh Road, #02-00, 089820 Singapore.

Foreign Transactions. If you obtain your funds (or make a purchase) in a currency other than SGD, the amount deducted from your funds will be converted by the Mastercard Card Association into SGD. The Mastercard Card Association will establish a currency conversion rate for this convenience using a rate selected by the Mastercard Card Association from the range of rates available in wholesale currency markets for the applicable central processing date which may vary from the rate the Mastercard Card Association itself receives, or the government-mandated rate in effect for the applicable central processing date, in each instance. Fees may apply for foreign transactions.

Change in Terms. Subject to the requirements and limitations of applicable law, we may at any time add to, delete or change the terms of this Agreement without advance notice to you except as required by law. Advance notice may not be given if we need to make the change immediately in order to maintain or restore the security of your Card or Card Account or any related payment system.

Cancellation and Suspension. We reserve the right, in our sole discretion, to limit your use of the Card. We may refuse to issue a Card Account or may revoke or suspect your Card Account privileges with or without cause or notice, other than as required by applicable law. If you would like to cancel the use of your Card, contact us at +65 8767 3657 or send a written cancellation to 6 Bukit Pasoh Road, #02-00, 089820 Singapore. You agree not to use or allow others to use an expired, revoked, cancelled, suspended or otherwise invalid Card. Our cancellation of Card Account privileges will not otherwise affect your rights and obligations under this Agreement. Unless you have engaged in fraud or other illegal activities using your Card, if your Card Account privileges are cancelled or suspended, you may request the unused balance to be returned to you via a check to the mailing address we have in our records. There may be a fee for this service.

Card Expiration/Settlement. Subject to applicable law, you may use the Card only through its expiration date, which is stated on the front of the Card. If you attempt to use the Card or add funds to your Card Account after the expiration date, the transactions may not be processed. If there is a balance remaining in your Card Account upon expiration, a new Card may be issued to you. You must activate any newly issued Card in order to access the funds in your Card Account. If we do not choose to issue a new Card to you or if we cancel your Card Account for any reason, we will attempt to refund to you the balance remaining in your Card Account less any amounts owed to us (e.g., fees and charges). A check made payable to you will be mailed to you at the latest postal address reflected in our records. A fee may be imposed for refunding the remaining account balance by check.

Unclaimed Property. You acknowledge and agree that we may be required by applicable law to turn over to a government authority any funds remaining on your Card Account after a period of inactivity or dormancy. Card funds in Card Accounts will be remitted to the custody of the applicable agency in accordance with applicable law, and we will have no further liability to you for such funds unless otherwise required by law. If this occurs, we may try to locate the Card Owner at the address shown in our records, so we encourage you to keep us informed if you change your address. You may notify us of a change of address by calling Customer Support at 6 Bukit Pasoh Road, #02-00, 089820 Singapore.

Information Given to Third Parties. We may disclose information (including personally identifiable information) to third parties about you, the Card, your Card Account and the transactions related to the Card or Card Account: (i) where it is necessary or helpful for completing a transaction; (ii) in order to verify the existence and condition of the Card or Card Account for a third party (e.g., a merchant); (iii) in order to comply with any law or to comply with requirements of any government agency or court order; (iv) if you give us your written consent; (v) to service providers who administer the Card or the Card Account or perform data processing, records management, collections, and other similar services for us, in order that they may perform those services; (vi) in order to prevent, investigate or report possible illegal activity; (vii) in order to issue authorizations for transactions on the Card; (viii) in accordance with our privacy policy; and (ix) as otherwise permitted by law.

Information Security: Only those persons who need it to perform their job responsibilities are authorized to have access to Cardholder Information. In addition, we maintain physical, electronic, and procedural security measures that comply with applicable laws and regulations to safeguard Cardholder Information.

Website and Mobile Application Availability. Although considerable effort is expended to make the website, mobile application and other means of communications and access available around the clock, we do not warrant that these forms of access will be available and error free at all times. You agree that we will not be responsible for temporary interruptions in service due to maintenance, website or mobile application changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts. We shall not be responsible to you for any loss or damages suffered by you as a result of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions, whether such transactions are initiated or processed directly with our systems or through a third party service provider.

You acknowledge that you are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.

Protecting Your Access Information. To prevent unauthorized access to your Card and Card Account, you agree to keep your Access Information confidential. We recommend that you memorize your Access Information and do not write it down. If you believe the security of your Access Information has been compromised in any way (for example, your password has been lost or stolen, someone has attempted to use our website under your user name without your consent, or your Card has been accessed), you must notify us immediately. Under certain circumstances, we may deny your access to our website in order to maintain or restore security or performance of the website. We may do so if we reasonably believe your Access Information has been or may be obtained or is being or may be used by an unauthorized person. We may try to notify you in advance, but cannot guarantee we will do so.

How to Notify Us of Lost or Stolen Card, PIN or Unauthorized Transfers. If you believe your Card or any other Access Information has been lost or stolen, call: +65 8767 3657, contact us within the or write: 6 Bukit Pasoh Road, #02-00, 089820 Singapore. You should also call the number or write to the address listed above if you believe a transfer has been made using the information from your Card or Access Information without your permission.

Your Liability for Unauthorized Transfers. Tell us AT ONCE if you believe your Card or Access Information has been lost or stolen or if you believe that an electronic funds transfer has been made without your permission. Telephoning us at +65 8767 3657 is the best way to minimize your possible losses. You could lose all the money in your Card Account. You agree that any unauthorized use does not include use by a person to whom you have given authority to use or access your Card Account or Access Information and that you will be liable for all such uses and funds transfers by such person(s).

Also, if your electronic history shows transactions that you did not make, including those made by Card, Access Information or by other means, tell us AT ONCE. If you do not tell us within 120 days after the alleged unauthorized transfer was credited or debited to your Card Account, you may not get back any money you lost after this period if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from learning of the unauthorized transaction and telling us, we will extend the time periods for a reasonable period in our sole discretion.

Additional Limits on Liability Under Mastercard Rules. Under Mastercard Rules, you will not be liable for any unauthorized transactions using your Card Account if you can demonstrate that you have exercised reasonable care in safeguarding your Card from risk of loss or theft. You must notify us within two (2) days after the electronic statement was made available to you showing unauthorized transaction(s) in order to take advantage of any such limited liability provisions.

Our Liability for Failing to Make Transfers. If we do not complete a transaction to or from your Card Account on time or in the correct amount according to our Agreement with you, we may be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:

  • if, through no fault of ours, your Card funds are insufficient for the transaction or are unavailable for withdrawal (for example, because there is a hold on your funds or your funds are subject to legal process);
  • if a computer system, ATM, or POS terminal was not working properly and you knew about the problem when you started the transaction;
  • if the ATM where you are making the transfer does not have enough cash;
  • if a merchant refuses to honor your Card;
  • if circumstances beyond our control (such as fire, flood, plague, terrorist attack or national emergency) prevent the transaction, despite reasonable precautions that we have taken;
  • if any failure or malfunction is attributable to your equipment, to merchant or ATM equipment, or to any internet service or payment system;
  • if you attempt to use a Card that has not been properly activated;
  • if an employee of a load network did not properly transmit information to us;
  • if your Card or Access Information has been reported as lost or stolen, if your Card Account has been suspended by us, or we have reason to believe the transaction is not authorized by you; or
  • as otherwise provided in this Agreement.

Information about Your Right to Dispute Errors. In case of errors or questions about your Card Account, please contact us as soon as possible at, +65 8767 3657 or write: 6 Bukit Pasoh Road, #02-00, 089820 Singapore. We must allow you to report an error until 120 days after the transfer allegedly in error was credited or debited to your Card Account. You may request a written history of your transactions at any time by contacting us at the telephone number or address above. You will need to tell us: (1) your name; (2) your Card Number, (3) why you believe there is an error, (4) the amount involved, and (5) approximately when the error took place. If you tell us orally, we may require that you send us your complaint or question in writing within ten (10) business days. We will determine whether an error occurred within ten (10) business days after we hear from you and will correct any error promptly. If we need more time, however, we may take up to forty-five (45) days to investigate your complaint or question. If we decide to do this, we will provisionally credit your Card Account within ten (10) business days for the amount you think is in error, so that you will have the money during the time it takes us to complete our investigation. If we ask you to put your complaint or question in writing and we do not receive it within ten (10) business days, we may not credit your Card Account. For errors involving new accounts, point-of-sale, or foreign-initiated transactions, we may take up to ninety (90) days to investigate your complaint or question. For new accounts, we may take up to twenty (20) business days to provisionally credit your Card Account for the amount you think is in error. We will tell you the results within three business days after completing our investigation. If we decide that there was no error, we will send you a written explanation. You may ask for copies of the documents that we used in our investigation. If you need more information about our error-resolution procedures, call us at the telephone number shown above.

Questions. We are responsible for customer service and for resolving any errors in transactions made with your Card. If you have questions regarding your Card, you may contact us within, call +65 8767 3657 or write: 6 Bukit Pasoh Road, #02-00, 089820 Singapore.

Communications. We may contact you from time to time regarding your Card Account. We may contact you in any manner we choose unless the law says that we cannot. For example, we may:

  • contact you by mail, telephone, email, in-app notification, fax, recorded message, text message or personal visit;
  • contact you by using an automated dialler or similar device (“Autodialer”);
  • contact you at your home and at your place of employment;
  • contact you on your mobile telephone;
  • contact you at any time, including weekends and holidays;
  • contact you with any frequency;
  • leave prerecorded and other messages on your voicemail, answering machine, or service and with others; and
  • identify ourselves, your relationship with us and our purpose for contacting you even if others might hear or read it.

Our contacts with you about your Card Account are not unsolicited and might result from information we obtain from you or others. We may monitor or record any conversation or other communication with you. Unless the law says we cannot, we may suppress caller ID and similar services when contacting you regarding your card. When you give us your mobile telephone number, you hereby expressly agree that we or any third party acting on our behalf may contact you at this number, including through the use of an Autodialer or prerecorded message. You may request this number not be used by calling +65 8767 3657 or write: 6 Bukit Pasoh Road, #02-00, 089820 Singapore.

We may offer options that allow you to receive or access text messages or other electronic communications or Card Account alerts from your mobile phone. By enrolling for these types of communications, you understand and agree to be responsible for any fees or charges you incur as a result of this enrolment. If you ask us to discuss your Card Account with someone else, you must provide us with documents that we ask for and that are acceptable to us.

Change of Address: If any of your contact information changes (e.g. physical address, mailing address, e-mail address, phone number or your name), you must notify us immediately. We will attempt to communicate with you only by use of the most recent contact information you have provided to us. Failure to promptly notify us of changes in your contact information may result in information regarding the Card or Card Account being mailed to the wrong person or your transactions being declined. Any notice given by us shall be deemed given to you if mailed to you at the last mail address for the Card Account furnished by you. You agree that we may accept changes of address from the postal service. You also agree that if you attempt to change your address to a non-local address, your Card Account may be cancelled and funds returned to you in accordance with this Agreement.

Governing Law, Court Proceedings, Damages: This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of Singapore.

You agree that the courts of Singapore, shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).

Assignability. We may assign or transfer our rights and obligations under this Agreement at any time without prior notice to you. The Card Account established under this Agreement is not assignable or transferable by you. Notwithstanding the foregoing, this Agreement shall be binding on you, your Authorized Users, your heirs, your executors, administrators, guardians, personal representatives, or trustee in bankruptcy.

Miscellaneous Provisions: We do not waive our rights by delaying or failing to execute them at any time. To the extent permitted by law, you agree to be liable to us for any loss, costs, or expenses that we may incur as a result of any dispute or legal proceeding involving your Account. If a court finds any provision of this Agreement invalid or unenforceable, such finding shall not make the rest of this Agreement invalid or unenforceable. To the fullest extent possible, any such provision shall be deemed to be modified so as to be rendered enforceable or valid; however, if such provision cannot be so modified, it shall be stricken and all other provisions of this Agreement in all other respects shall remain valid and enforceable.