Conditions of access to and use of the East Shore Equities, LLC website, electronic messaging systems, and related commercial business-to-business services.
These Terms & Conditions (the "Terms") constitute a binding agreement between East Shore Equities, LLC, a New York limited liability company ("East Shore Equities," "the Company," "we," "us," or "our"), and any person or entity that accesses, browses, or uses the Services (each, a "User," "you," or "your"). By accessing or using the Services, transmitting any message, document, or data to East Shore Equities, or otherwise interacting with East Shore Equities through any channel, you accept and agree to be bound by these Terms in their entirety. If you do not agree to these Terms, do not access or use the Services. You acknowledge that you have had a full and fair opportunity to read these Terms, to consult with counsel of your choosing, and to refuse to accept these Terms by ceasing use of the Services without obligation; you accept these Terms voluntarily.
Acceptance of these Terms is a condition precedent to use of the Services. Acceptance is binding on the User personally and on any business, principal, employer, or other entity on whose behalf the User acts, and the User represents and warrants full authority to bind such entity. To the extent these Terms are determined not to be a binding contract under "browsewrap" or any other doctrine, the disclaimers, limitations of liability, releases, indemnities, and waivers in these Terms shall nonetheless operate as a notice and release to the maximum extent permitted by applicable law. No waiver of any provision of these Terms is effective unless made in a writing signed by an authorized officer of East Shore Equities.
The "Services" means, collectively, (a) the East Shore Equities website at www.eastshoreequities.com and any subdomain, redirect, or successor URL; (b) any web-based intake forms, portals, dashboards, or document workflows operated by or for East Shore Equities; (c) any SMS, MMS, email, or other electronic messaging system operated by or for East Shore Equities for the receipt or delivery of business documents, transactional communications, or operational notifications; (d) any API, integration, automation, or interface that exposes any of the foregoing; and (e) any related content, materials, communications, generated documents, or outputs.
The Services are directed exclusively to operating businesses, their authorized representatives, and persons acting in a commercial capacity. The Services are not directed to, intended for, or made available to consumers. You represent and warrant that you are accessing and using the Services in a commercial business-to-business capacity, that you are not a consumer, and that any information you submit relates to a commercial transaction or to a commercial relationship.
You acknowledge that statutes, regulations, frameworks, and remedies that by their terms apply only to consumer transactions, consumer credit, consumer debt collection, consumer-directed solicitation, or consumer financial products do not apply to the Services and do not give rise to claims against East Shore Equities arising out of your use of the Services.
The Services are operated from and directed to the United States and are not directed to or intended for residents of the European Economic Area, the United Kingdom, Switzerland, Canada (including Quebec), mainland China, or any jurisdiction whose data-protection or consumer-protection laws would, by their terms, impose obligations on East Shore Equities by virtue of merely operating a website accessible from such jurisdiction. Any User who is a resident of such a jurisdiction must cease use of the Services immediately. Use of the Services from outside the United States is at the User's sole risk and the User agrees that the laws and exclusive forum specified in these Terms govern such use to the maximum extent permitted by applicable law.
Nothing on the Services constitutes legal, tax, accounting, regulatory, financial, investment, or other professional advice. Information made available through the Services is general in nature, may not apply to your particular circumstances, and is not a substitute for the advice of qualified counsel or qualified professional advisors retained by you. You agree not to act, and not to refrain from acting, on the basis of any information provided through the Services without first obtaining independent professional advice from a qualified advisor of your own choosing. East Shore Equities expressly disclaims any role, responsibility, or duty as your advisor and disclaims all liability arising from your reliance on any information.
Use of the Services, transmission of any communication to East Shore Equities, receipt of any document or notice from East Shore Equities, or any other interaction does not create an attorney-client relationship, fiduciary relationship, agency relationship, partnership, joint venture, employer-employee relationship, or any other relationship of trust or confidence between East Shore Equities and any User. East Shore Equities is not your attorney, agent, or fiduciary, and has no fiduciary duty to you. East Shore Equities and any of its members, managers, officers, employees, contractors, attorneys, or agents act exclusively for the benefit of East Shore Equities.
Content made available through the Services, including but not limited to descriptions of products, programs, transactions, terms, rates, schedules, or capabilities, is provided for informational purposes only and is not an offer, solicitation, commitment, or invitation to enter into any commercial transaction. No commercial agreement, purchase, sale, financing, advance, loan, or similar transaction is created, formed, or modified by use of the Services. All transactions are subject to a separate, written, fully-executed agreement between East Shore Equities and the relevant counterparty, and to credit, compliance, and operational approval in East Shore Equities' sole and absolute discretion. Until such an agreement is signed and delivered, no party has any obligation, expectation interest, or commitment of any kind.
You may use the Services solely for lawful, commercial, informational, and operational purposes consistent with these Terms. East Shore Equities makes no representation or warranty regarding the accuracy, completeness, currency, suitability, or availability of any information made available through the Services and reserves the right to modify, suspend, or discontinue any portion of the Services at any time, with or without notice, in its sole discretion.
Any SMS or MMS messaging system operated by or for East Shore Equities is intended exclusively for business-to-business, application-to-person ("A2P") communications with authorized representatives of operating businesses. The systems are not directed to consumers, do not solicit consumer business, and are not used for marketing, advertising, or promotional purposes.
Each session is initiated by the User sending a request to East Shore Equities. By initiating a request, the User affirmatively consents to receive replies and follow-up communications by SMS, MMS, email, or other electronic means concerning the requested document or transactional matter. Reply STOP to opt out at any time. Reply HELP for assistance. East Shore Equities does not send unsolicited messages and does not initiate communications absent prior written authorization or a pre-existing commercial relationship.
Message delivery depends on third-party carriers, networks, gateways, and devices not controlled by East Shore Equities. East Shore Equities does not warrant message delivery, accuracy, security, or timeliness. Standard message-and-data rates from your wireless carrier may apply. East Shore Equities is not liable for any carrier charges, delays, failures, or content alterations.
You represent and warrant that you are an authorized representative of the business or transaction to which any message relates; that you have lawful authority to transmit the information contained in any message; that all recipients identified in any request are appropriate, lawful recipients and have provided any consent required by applicable law; and that you have obtained any required consents from any third parties whose information appears in any message. You shall not use any messaging system to harass, defraud, impersonate, or violate the rights of any person.
Electronic communications generated through the Services do not constitute formation, modification, novation, accord, satisfaction, or discharge of any commercial agreement or any obligation owed to East Shore Equities, except where the parties expressly so agree in a separate writing intended to have such effect. Documents generated through the Services are templates, drafts, or working copies unless reviewed, executed, and delivered in accordance with the parties' controlling agreements and applicable law.
To the extent the Telephone Consumer Protection Act, 47 U.S.C. § 227, or any analogous federal or state statute, regulation, or rule (including state mini-TCPA statutes) applies to any communication transmitted in connection with the Services (which East Shore Equities does not concede), the following provisions apply:
You shall not, and shall not permit any third party to:
By submitting any communication, message, document, request, form, or data to East Shore Equities through any channel (a "Submission"), you represent, warrant, and covenant that:
You shall indemnify and hold harmless the Indemnified Parties (as defined below) for any breach of these representations and warranties.
East Shore Equities is entitled to rely conclusively on the apparent authority of any person who initiates communications with East Shore Equities, transmits any message or document, or claims authority to act on behalf of any business or principal. East Shore Equities has no obligation to investigate or verify the authority of any such person. If a person purports to act on behalf of a business without authority, that person is personally liable for the consequences of such unauthorized action. Each User personally assumes responsibility for any communication transmitted from the User's device, account, telephone, or email address, regardless of who actually transmitted it.
Any document, letter, notice, agreement, form, or content generated, transmitted, or made available through the Services (a "Generated Document") is provided for the User's convenience and informational use. Generated Documents are templates, drafts, or working copies. They are not legal instruments, executed agreements, or binding obligations of East Shore Equities, and they do not constitute legal advice or substitute for the review, drafting, or judgment of qualified counsel.
You acknowledge and agree that:
Any third party who receives, observes, relies on, or acts in response to any Generated Document, communication, or notice transmitted in connection with the Services does so at the third party's own risk. East Shore Equities owes no duty of care, warranty, fiduciary duty, or other obligation to any non-User recipient. No non-User recipient is an intended third-party beneficiary of these Terms or of any commercial agreement to which East Shore Equities is a party. Any reliance by a non-User on any Generated Document is unreasonable as a matter of law, and East Shore Equities disclaims all liability to non-Users for any harm, loss, or damage arising out of any such reliance.
East Shore Equities expressly reserves and does not waive any common-law, statutory, or constitutional privilege, immunity, or protection (including, without limitation, the litigation privilege, the absolute and qualified privileges, the Noerr-Pennington doctrine, the right to petition government for redress of grievances, the privilege of self-help under the Uniform Commercial Code, and any state anti-SLAPP statute or rule) with respect to any communication, document, notice, filing, or proceeding transmitted, made, or initiated in good faith in connection with the assertion, perfection, or enforcement of any commercial right.
East Shore Equities does not provide legal advice, legal services, or legal representation, and nothing in the Services or any Generated Document shall be construed as the practice of law. The Services provide commercial document templates and transmission technology at the express direction of the User. The User retains sole authority and discretion over the content, recipients, and use of any Generated Document. The User acknowledges that:
The Services may incorporate, link to, or rely upon third-party websites, applications, services, content, fonts, data feeds, hosting providers, content delivery networks, telephony providers, messaging providers, identity providers, document-generation engines, e-signature platforms, payment processors, and similar services (collectively, "Third-Party Services"). Third-Party Services are governed by their own terms and policies. East Shore Equities does not control Third-Party Services and expressly disclaims any liability arising from any act, omission, breach, defect, outage, or unlawful conduct of any Third-Party Service.
All content on the Services, including text, graphics, logos, images, video, audio, code, software, design, layout, look-and-feel, trademarks, service marks, and trade dress (collectively, "Content"), is the property of East Shore Equities or its licensors and is protected by United States and international intellectual-property laws. Subject to your continuing compliance with these Terms, East Shore Equities grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Content for your internal, lawful, commercial, informational use. All other rights are reserved. You may not copy, reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, or commercially exploit the Content without the prior written consent of East Shore Equities.
If you provide East Shore Equities with any feedback, suggestion, idea, comment, recommendation, improvement, or other input (collectively, "Feedback"), you irrevocably and perpetually assign all right, title, and interest in such Feedback to East Shore Equities, free of any obligation of confidentiality or compensation, and East Shore Equities may use, disclose, modify, sublicense, and exploit such Feedback for any purpose without restriction.
East Shore Equities' handling of information in connection with the Services is described in the Privacy Policy, which is incorporated into these Terms by reference. Please review the Privacy Policy carefully.
The Services and all Content, Generated Documents, and outputs are provided "as is" and "as available," with all faults, and without warranty of any kind, express or implied. To the maximum extent permitted by applicable law, East Shore Equities and its members, managers, officers, employees, contractors, agents, attorneys, affiliates, successors, assigns, and licensors (collectively, the "Indemnified Parties") expressly disclaim all warranties, including:
No oral or written information or advice given by East Shore Equities or any agent of East Shore Equities shall create a warranty. Some jurisdictions do not allow disclaimer of certain implied warranties; to the extent any disclaimer is unenforceable in your jurisdiction, the disclaimer applies to the maximum extent permitted by applicable law.
To the maximum extent permitted by applicable law, in no event will any of the Indemnified Parties be liable to you or to any third party for:
regardless of the theory of liability (whether in contract, tort, strict liability, statute, equity, or otherwise), and even if East Shore Equities has been advised of the possibility of such damages and even if any limited remedy fails of its essential purpose.
In all cases, the aggregate liability of the Indemnified Parties arising out of or related to these Terms and the Services, in the aggregate for all claims combined, shall not exceed the greater of (a) the amount of fees actually paid by you to East Shore Equities for the Services in the twelve (12) months preceding the event giving rise to the claim, or (b) one hundred U.S. dollars ($100). The existence of multiple claims shall not enlarge this limit. The parties acknowledge that this limitation of liability is an essential element of the bargain, that East Shore Equities would not provide the Services without these limitations, and that these limitations apply notwithstanding any failure of essential purpose of any limited remedy.
The foregoing limitations do not apply to liability that, by mandatory rule of law, cannot be limited by agreement (including, where applicable, liability for fraud, gross negligence, or willful misconduct). Some jurisdictions do not allow limitation or exclusion of certain damages; to the extent any limitation is unenforceable in your jurisdiction, the limitation applies to the maximum extent permitted by applicable law.
You shall indemnify, defend, and hold harmless the Indemnified Parties from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys' fees, expert fees, and court costs) (collectively, "Losses") arising out of, relating to, or resulting from:
East Shore Equities reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate in asserting any available defenses. You shall not settle or compromise any claim subject to this Section without the prior written consent of East Shore Equities. Your indemnity obligations under this Section do not extend to liability arising solely from the fraud, gross negligence, or willful misconduct of the Indemnified Parties. The obligations under this Section survive termination of these Terms and use of the Services.
You knowingly, voluntarily, and expressly assume all risks of any kind associated with the Services, including risks of inaccuracy, incompleteness, system failure, interruption, data loss, unauthorized access, communication failure, third-party act or omission, and improper use of any Generated Document. The Services are made available to you only on the express condition that you assume such risks.
To the maximum extent permitted by applicable law, you hereby release, waive, and forever discharge each of the Indemnified Parties from any and all claims, demands, actions, causes of action, suits, damages, costs, and expenses, of any kind or nature, known or unknown, suspected or unsuspected, arising out of or relating to your use of the Services or any Content, Generated Document, communication, or output.
You expressly waive the protections of California Civil Code § 1542 (and any analogous statute or rule of any jurisdiction), which provides: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party."
East Shore Equities shall not be liable for any failure or delay in performance arising out of or caused by circumstances beyond its reasonable control, including acts of God; acts of war, terrorism, civil unrest, riot, insurrection, or sabotage; epidemic, pandemic, or public-health emergency; embargo, blockade, sanction, or governmental action; strikes, work stoppages, or labor disputes; fire, flood, earthquake, hurricane, or other natural disaster; failure or interruption of utilities, communications, transportation, or internet; cybersecurity incidents; carrier or telecommunications failures; software or hardware failures; failures of third-party service providers; supply-chain disruption; or any other event of force majeure.
You acknowledge and agree that:
East Shore Equities operates as a commercial finance company in business-to-business commercial transactions. Nothing on the Services should be construed as a representation that East Shore Equities holds any consumer-credit license, lender license, or other license that by its terms applies only to consumer-directed activities. You acknowledge that statutes, regulations, frameworks, and remedies that by their terms apply only to consumer transactions, consumer credit, consumer debt collection, consumer-directed solicitation, or consumer financial products do not apply to the Services. You shall not assert any claim premised on the application of any such statute, regulation, framework, or remedy to the Services or to East Shore Equities.
Regulatory Savings Clause. Nothing in these Terms is intended to, and nothing in these Terms shall be construed to, limit, restrict, or impair the rights, powers, or remedies of any state attorney general, federal agency, state agency, or other governmental authority acting in its enforcement capacity. To the extent any provision of these Terms would do so, that provision is reformed to the minimum extent necessary so as not to so limit, restrict, or impair, and the remainder of these Terms shall remain in full force and effect.
The Services are designed for commercial business-to-business use and are not a "place of public accommodation" within the meaning of Title III of the Americans with Disabilities Act or analogous state statutes. East Shore Equities endeavors to make the Services reasonably accessible. If a User encounters an accessibility issue and requests assistance, East Shore Equities will use commercially reasonable efforts to address the issue or provide alternative means of access, in its discretion. Nothing in this Section creates any binding obligation, performance standard, or enforceable right.
East Shore Equities may suspend, terminate, restrict, or modify your access to the Services at any time, with or without cause and with or without notice, in its sole discretion. Termination does not relieve you of obligations accrued prior to termination, and Sections relating to disclaimers, limitations of liability, indemnification, release, governing law, arbitration, and any other provision that by its nature should survive shall survive termination.
Except as expressly set forth in Section 32.6, any dispute, claim, or controversy arising out of or relating to these Terms or the Services, whether sounding in contract, tort, statute, or any other theory (a "Dispute"), shall be resolved by final and binding arbitration administered by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules then in effect. Judgment on the award may be entered in any court having jurisdiction. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this arbitration agreement.
The arbitration shall be conducted by a single arbitrator. The seat of arbitration is Nassau County or Suffolk County, New York. The language of arbitration is English. The arbitrator shall have authority to decide questions of arbitrability, scope, formation, validity, and enforceability of this arbitration agreement.
All Disputes must be brought in the parties' individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, mass, coordinated, mass-arbitration, or representative proceeding. The arbitrator may not consolidate more than one party's claims, may not preside over any class, collective, consolidated, mass, coordinated, mass-arbitration, or representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. The parties expressly disclaim any intent to authorize any form of class or mass arbitration.
If twenty-five (25) or more arbitration demands of substantively similar nature are filed by or with the assistance of the same law firm or coordinated counsel against East Shore Equities within a sixty (60) day period, East Shore Equities may, at its election, require all such demands to be resolved through a coordinated bellwether process administered by AAA, in which (a) ten (10) representative cases are selected and arbitrated first; (b) all other cases are stayed; and (c) the parties shall participate in good-faith mediation before any further proceedings. This Section is intended to prevent the misuse of mass-arbitration as a coercive tactic and shall be construed to give East Shore Equities the maximum protection from such tactics permitted by law.
Each party shall bear its own attorneys' fees and costs in arbitration, except as otherwise required by applicable law or as awarded by the arbitrator pursuant to a statute or contract that expressly authorizes fee-shifting. Filing and arbitrator fees shall be allocated as provided by the AAA Commercial Arbitration Rules.
Notwithstanding the foregoing, either party may: (a) bring an individual action in small-claims court if the claim qualifies; (b) seek temporary or preliminary injunctive relief in court to protect intellectual property, confidential information, or to prevent immediate and irreparable harm pending arbitration; (c) initiate proceedings to enforce, attach, perfect, or foreclose on any security interest, lien, or judgment, including any proceeding under Article 9 of the Uniform Commercial Code; (d) participate in any insolvency, bankruptcy, or receivership proceeding; and (e) seek public-injunctive relief in any court of competent jurisdiction to the extent such relief is non-waivable under applicable state law (including California's McGill rule).
If the class, mass, and representative action waiver in Section 32.3 is held unenforceable as to any particular Dispute, then (a) that Dispute shall be severed from any arbitration and adjudicated in the courts identified in Section 33; (b) the remainder of this Section 32 shall remain in force as to all other Disputes; and (c) under no circumstance shall any class, mass, or representative arbitration be deemed authorized.
You may opt out of this arbitration agreement by providing written notice to East Shore Equities at the address in Section 39 within thirty (30) days after first accepting these Terms. Opt-out notices must include your name, address, and an unequivocal statement that you wish to opt out of arbitration. Opt-out has no effect on any other provision of these Terms.
These Terms and any Dispute are governed by the laws of the State of New York, without regard to its conflict-of-laws principles, and, where applicable, by the Federal Arbitration Act. If for any reason a court of competent jurisdiction holds that the laws of the State of New York do not govern, then the laws of the State of Delaware shall govern; and if a court holds that the laws of the State of Delaware do not govern, then the laws of the jurisdiction having the closest connection to the Services shall govern, in each case to the maximum extent permitted by applicable law. Subject to the arbitration provisions in Section 32, any judicial proceeding arising out of or relating to these Terms shall be brought exclusively in the state or federal courts sitting in Suffolk County or Nassau County, New York, and each party irrevocably submits to the personal jurisdiction of such courts and waives any objection to venue, forum non conveniens, or inconvenient forum.
To the maximum extent permitted by applicable law, each party irrevocably waives the right to a trial by jury in any action or proceeding arising out of or relating to these Terms or the Services. To the extent any court holds that a jury waiver is unenforceable, each party agrees that any action or proceeding shall be tried to the bench (without a jury) to the maximum extent permitted.
Any claim or cause of action arising out of or relating to these Terms or the Services must be commenced within one (1) year after the cause of action accrues, or such longer period as is required by mandatory law and may not be shortened by agreement; otherwise, the claim or cause of action is permanently barred. The parties acknowledge that this contractual limitations period replaces any longer statutory limitations period to the maximum extent permitted by applicable law.
The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
You consent to receive communications from East Shore Equities in electronic form, including by email, SMS, MMS, web notification, or other electronic means. Such communications satisfy any legal requirement that communications be in writing. You agree that your electronic actions on or in connection with the Services, including clicking buttons, typing your name, transmitting messages, and similar actions, constitute your electronic signature and have the same legal effect as a handwritten signature, to the maximum extent permitted by the federal Electronic Signatures in Global and National Commerce Act (E-SIGN), the Uniform Electronic Transactions Act (UETA), and analogous state statutes.
You may not assign, transfer, sublicense, or delegate any of your rights or obligations under these Terms, by operation of law or otherwise, without the prior written consent of East Shore Equities, and any purported assignment in violation of this Section is void. East Shore Equities may freely assign, transfer, sublicense, or delegate its rights and obligations, in whole or in part, without notice or consent.
If any provision of these Terms is held invalid, illegal, or unenforceable by a court or arbitrator of competent jurisdiction, that provision shall be reformed to the minimum extent necessary to render it valid, legal, and enforceable while preserving its original intent, or if reformation is not possible, severed from these Terms; the remaining provisions shall remain in full force and effect. Sections that by their nature should survive termination — including Sections concerning intellectual property, feedback, disclaimers, limitations of liability, indemnification, release, governing law, arbitration, privileges and immunities, and these construction provisions — survive any termination of these Terms.
Headings are for convenience only and do not affect interpretation. The words "include," "includes," and "including" are deemed followed by "without limitation." References to "days" mean calendar days unless otherwise specified. The English-language version of these Terms controls in the event of any conflict with any translation. These Terms shall not be construed against any party as drafter; each party acknowledges that it had the opportunity to review the Terms with counsel of its choice.
East Shore Equities may revise these Terms at any time, in its sole discretion, by posting a revised version on the Services. Changes are effective upon posting. The version of these Terms operative at the time of any access governs that access; East Shore Equities is not obligated to maintain or produce prior versions and is not bound by any prior version with respect to any access occurring after a revised version is posted. Continued use of the Services after the effective date of a revised version constitutes acceptance of the revised Terms. East Shore Equities is not obligated to notify Users individually of changes. You are responsible for reviewing these Terms periodically.
These Terms, together with the Privacy Policy and any other notice or supplemental terms expressly incorporated, constitute the entire agreement between you and East Shore Equities concerning the Services and supersede all prior or contemporaneous understandings, agreements, representations, or warranties, whether written or oral, concerning their subject matter. To the extent of any conflict between these Terms and any controlling commercial agreement signed by East Shore Equities and you, the controlling commercial agreement shall prevail with respect to its subject matter.
Notices to East Shore Equities under these Terms must be in writing and addressed to: East Shore Equities, LLC, Attn: Legal & Compliance, 245 Centereach Mall, #18, Centereach, NY 11720, or by email to Submissions@EastShoreEquities.com. Notice is effective upon actual receipt by East Shore Equities at the address specified, evidenced by signed return receipt or by an email reply from East Shore Equities.
By accessing or using the Services, you acknowledge that you have read these Terms and the Privacy Policy in their entirety, that you understand them, and that you agree to be bound by them. You further acknowledge that you have had the opportunity to consult with counsel of your own choosing before accepting these Terms, that you accept them voluntarily and without coercion, and that you have had a full and fair opportunity to refuse to accept these Terms by ceasing use of the Services.
If you do not agree to these Terms, do not access or use the Services.
These Terms are provided for informational purposes only and do not constitute legal advice. The parties acknowledge that no provision of these Terms shall be construed against any party as drafter. To the extent any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it valid and enforceable, preserving its original intent.