YOUPINLAB AFFILIATE AGREEMENT
As used in this Agreement: "Youpin",“Youpinlab”， "we", "us" or "our" refers toYoupinlab (d/b/a KEEP Collective and EVER) and our website. "you" or "your" refers to the Affiliate. "our website" refers to the Youpinlab properties located at http://www.youpinlab.com/. "your website" refers to any website, web pages, or other online services that you control and will link to our website. "Program" and "Affiliate Program" refer to the Youpinlab Affiliate Program. "Products" refers to any products sold or distributed by Youpinlab Family Brands. "Qualifying Purchases" refers to purchases made when all of the following requirements are made: (i) a customer clicks through a special link on your website to our website; (ii) during a single session that the customer adds a Product to his/her shopping cart and places the order for that Product no later than 30 days following the customer’s initial click-through; and (iii) the purchased Product is paid for by the customer; or (i) a prospective Independent Stylist clicks through a special link on your website to our website; (ii) during a single session that prospective Independent Stylist adds a Starter Kit to his/her shopping cart and places the order for that Starter Kit no later than 30 days following the prospective Independent Stylist initial click-through; and (iii) the purchased Starter Kit is paid for by the customer. "Trademarked Terms" refers to the Youpinlab’s registered trademarks; please click here for a current list.
The purpose of this Program is to permit you to advertise Products on your website and to earn advertising commissions for Qualifying Purchases.
For more information on the commissions you may be eligible to earn for Qualifying Purchases, please visit our Commission Guidelines, which are incorporated by referenced in their entirety in this Agreement.
RESPONSIBILITY FOR YOUR WEBSITE
You hereby represent and warrant that you will be solely responsible for your website, including its development, operation and maintenance and all data, content and materials that appear on or within it.Youpinlab will have no liability for any claims, damages, losses, liabilities, fines, penalties, costs and expenses relating to (a) your website or any data, content or materials that appear on your website; (b) the use, development, design, manufacture, production, advertising, promotion or marketing of your website; (c) your use of any content; and (d) your violation of any term or condition of this Agreement.
TRANSACTION LOCK DATES
For the purposes of commission payments, all sales will remain in a "sales pending period" and will not lock until 60 days following the date of transaction ("lock date"). All commission payments will be sent via ShareASale on the 20th day of the calendar month following the lock date (e.g., when a transaction occurs on April 1st, it locks on May 31st, and the commission will be paid via ShareASale on June 20th).
Your participating website(s) may not: Infringe on our or any anyone else’s intellectual property, publicity, privacy or other rights. Violate or be used to violate any law, rule or regulation. Contain any content that is threatening, harassing, defamatory, obscene, harmful to minors, or contains nudity, pornography or sexually explicit materials. Contain any viruses, Trojan horses, worms, time bombs, cancelbots, or other computer programming routines that are intended to or may damage, interfere with, surreptitiously intercept or expropriate any system, data, or personal information. Contain software or use technology that attempts to intercept, divert or redirect Internet traffic to or from any other website, or that potentially enables the diversion of Affiliate commissions from another website. Attempt to interfere with, harm, reverse engineer, steal from, or gain unauthorized access to our website, user accounts, or the technology and equipment supporting our website. Violate any of our policies. Post non-Youpinlab advertising or marketing links or content, except as specifically allowed by this Agreement. LINKING TO OUR WEBSITE Upon acceptance into the Program, links will be made available to you through the Affiliate interface. When linking to our website, you agree: You will only use linking code obtained from the Affiliate interface without manipulation. All domains that use your Affiliate link must be listed in your Affiliate profile, which can be found on the My Settings page in your ShareASale account. Your website will not in any way copy, resemble, or mirror the look and feel of our website. You will also not use any means to create the impression that your website is our website or any part of our website including, without limitation, framing of our website in any manner. You may not engage in cookie stuffing or include pop-ups or false or misleading links on your website. In addition, wherever possible, you will not attempt to mask the referring URL information (i.e. the page from where the click is originating). Your website may not use redirects to bounce a click off of a domain from which the click did not originate in order to give the appearance that it came from that domain is prohibited.
PromotingYoupinlab through a sub-affiliate network is permitted, however you must be completely transparent with regards to where traffic from your sub-affiliates originated. Sub-affiliate networks must ensure that all sub-affiliates promoting theYoupinlab program adhere to our program terms and conditions. This includes restrictions on advertising through toolbars, browser extensions, and through any paid placements such as a pay-per-click campaigns. Sub-affiliate networks must also receive approval prior to allowing any type of coupon sub-affiliate to promote theYoupinlab program. Failure to comply with our sub-affiliate network terms may result in a loss and/or reduction of commission from sales made through any sub-affiliate that does not comply with our program terms.
NO DECEPTIVE PRACTICES
If you engage in deceptive practices, such as redirecting links by sending users indirectly to our website via an intermediate site or website and without requiring a user to click on a link or take some other affirmative action on that intermediate site or website, we may in our sole discretion void your current and past commissions or set your commission level to 0%.This does not include using "out" redirects from the same domain where the Affiliate link is placed.
PAY PER CLICK GUIDELINES
When participating in Pay Per Click ("PPC") advertising, you must adhere to our PPC guidelines as follows: You may not bid on any of our Trademarked Terms (which are identified below), including any variations or misspellings thereof, for search or content based campaigns on advertising networks, search services, or similar services, including but not limited to Google, MSN or Yahoo. You may not use our Trademarked Terms in sequence with any other keyword (i.e.Youpinlab Coupons). You may not use our Trademarked Terms in your ad title, ad copy, display name or as the display URL. You may not directly link to our website from any PPC ad or use redirects that yield the same result. Visitors must be directed to an actual page on your website. You may not bid in any manner appearing higher thanYoupinlab for any search term in position 1-5 in any auction style PPC advertising program. If you automate your PPC campaigns, it is your responsibility to exclude our Trademarked Terms from your program and we strongly suggest you add our Trademarked Terms as negative keywords. We have a strict no-tolerance policy on PPC trademark bidding. You will forfeit, at minimum, all commissions from the past 30 days and your commission will be set to 0% without warning if you engage in PPC bidding that uses our Trademarked Terms. We reserve the right to add additional terms to our Trademarked Terms at any time, and this Agreement applies to the use of any such additional Trademarked Terms.
If your website promotes coupon codes, you must adhere to our Coupon Guidelines as follows or you will be subject to removal from the Program: You may ONLY advertise coupon codes that are provided to you through the Affiliate Program or our Affiliate Network, (i.e. ShareASale) or that are displayed on our public website(s). You may ONLY display coupons in their entirety with the full offer, valid expiration date and code. You may NOT post any information about how to work around the terms and conditions of a coupon/promotion (e.g., describing how existing customers can qualify as a first time customer to benefit from an offer to first time customers only). You may NOT use any technology or technique that conceals or obscures the coupon code such that only an Affiliate click will reveal the code(s). You may NOT advertise coupon codes obtained from our non-Affiliate advertising materials, e-mail marketing materials, paid search campaigns, or any other marketing or campaign. You may NOT give the appearance that any offer requires clicking from your website in order to redeem. For example, if all items over $100 on our website have free shipping, you may not turn this into an offer that implies that the customer must click from your website to get this deal. If your website ranks on the first page of Google search results for Trademarked Terms combined with words such as coupon, coupons, coupon code, promo code, etc. and/or your conversion rate exceeds 25%, you may be offered a lower commission than our standard rate to offset the reduced profitability of orders. The current rate we offer in these situations is 2%.
COMPLIANCE WITH LAWS
In connection with your participation in the Program, you agree to comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions and other requirements of any governmental authority that has jurisdiction over you, including without limitation laws (federal, state or otherwise) that govern marketing e-mail, telephone calls and text messages.
FTC's ADVERTISING DISCLOSURE REQUIREMENTS
Disclosures must be located as close as possible to the claims. Disclosures should be placed above the fold; scrolling should not be necessary to find the disclosure. (e.g., the disclosure should be visible before the jump). Pop-up disclosures are prohibited. You shall comply with all FTC guidance and regulations related to advertising disclosure requirements. For more information about FTC disclosure requirements, please review the FTC's "Dot Com Disclosures" Guidelines at www.ftc.gov/os/2013/03/130312dotcomdisclosures.pdf; and the FTC's Endorsement Guidelines at business.ftc.gov/advertising-and-marketing/endorsements.
Your use of any of our Trademarked Terms as part of the domain or sub-domain for your website is strictly prohibited e.g., youpinlab.website.com or www.youpinlab-coupons.com, etc.
ADVERTISING & PUBLICITY
You shall not create, publish, distribute, or print any written or visual material that makes reference to our Program without first submitting that material to us and receiving our prior written consent. If you intend to promote our Program via e-mail campaigns, you must adhere to the following: Abide by the CAN-SPAM Act of 2003 (Public Law No. 108-187) and any applicable state laws. E-mail must be sent on your behalf and must not imply that the e-mail is being sent on behalf of Youpinlab. As noted above, submit e-mail content to us for written approval in advance of distribution.
Promotion on Facebook, Twitter, and other social media platforms is permitted following these general guidelines: You ARE allowed to promote offers to your own lists; more specifically, you are welcome to use your Affiliate links on your own Facebook, Twitter, etc. pages. For example: You may post, "25% off sale at Youpinlab through Wednesday with code Youpinlab25." You ARE PROHIBITED from posting your Affiliate links on Youpinlab’s Facebook, Twitter, etc. company pages in an attempt to turn those links into Affiliate sales. You ARE PROHIBITED from running advertisements on our social media platforms using the Trademarked Terms.
YOUPINLAB INDEPENDENT STYLIST POLICY
Our primary goal for our Affiliate Program is to acquire new customers so that we can refer business to our Independent Stylists. Therefore, at this time, Independent Stylists cannot also be Affiliates. Additionally, if you are an Affiliate and would like to become a Stylist, we do not offer any commissions on referring yourself to become a Stylist. Instead,Youpinlab Independent Stylists enjoy generous commissions through ourYoupinlab Independent Stylist Compensation Plan.
OPERATIONS OUTSIDE THE UNITED STATES
If you are conducting business in or taking orders from persons in other countries, you will follow the laws of those countries. For example, you will comply with the European Union’s Privacy and Electronic Communications Directive if you are conducting business in or taking orders from persons in one or more of the European Union countries.
REVERSAL & COMMUNICATION POLICY
Youpinlab takes pride in its very low reversal rate, which we attribute to open communication with our Affiliates. However, we reserve the right to reverse orders due to order cancellations, duplicate tracking, returns, disputed charges, and program violations as outlined in this Agreement. Additionally, if we ask you for clarification or more information on any orders or clicks that we suspect may be connected to a violation of this Agreement, we expect that you will respond in a timely and honest manner. Below are violations of our communications policy. Your responses are intentionally vague, not forthcoming or are found to be untrue. You are not responsive to our requests within a reasonable time period and after multiple attempts to contact you using the information listed in your network profile. You cannot substantiate or validate the source of your traffic to our Program with clear and demonstrable proof. If any of the above are applicable, we reserve the absolute right to reverse orders, set your commission to 0%, suspend or terminate you from the Program for the period or orders in question. We know that many violations are a result of automated processes; however, it is required that each Affiliate monitor and pro-actively resolve any problems and adhere to our Program rules.
RELATIONSHIP OF PARTIES
As an Affiliate, you are serving as an independent contractor, and nothing in this Agreement or the Affiliate Program in general creates an agency, franchise, partnership, sales representative or employment relationship between you andYoupinlab. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement that will reasonably contradict anything in this section.
TERMINATION OR REVISION OF THE AFFILIATE PROGRAM
We reserve the right to terminate or revise the Program at any time, including by providing a change notice, a revised Agreement, or revised documentation of the Program.
LIMITATION OF LIABILITY
YOU AGREE THAT WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING LOSS OF REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING IN CONNECTION WITH THIS AGREEMENT, THE PROGRAM, THE DOCUMENTATION, OUR WEBSITE, OR THE SERVICE OFFERINGS (AS DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES; FURTHER, TO THE FULLEST EXTENT POSSIBLE BY LAW, OUR AGGREGATE MAXIMUM LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY, OR OTHERWISE), WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO YOU UNDER THIS AGREEMENT IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE EVENT GIVING RISE TO THE MOST RECENT CLAIM OF LIABILITY OCCURRED.
You agree to defend, indemnify, and hold harmless us and our affiliates, managers, officers, employees, agents, partners, and licensors from and against any claims, actions, or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from any activity arising in connection with your use of our website or service offerings or that constitutes your breach of this Agreement. We shall provide notice to you promptly of any such claim, suit, or proceeding.
THE PROGRAM, OUR WEBSITE, ANY PRODUCTS AND SERVICES OFFERED ON OUR WEBSITE, ANY SPECIAL LINKS, LINK FORMATS, OPERATIONAL DOCUMENTATION, CONTENT, YOUPINLAB.COM DOMAIN NAME, OUR AND OUR AFFILIATES’ TRADEMARKS AND LOGOS (INCLUDING THE TRADEMARKED TERMS), AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THE PROGRAM (COLLECTIVELY THE "SERVICE OFFERINGS") ARE PROVIDED "AS IS" AND "AS AVAILABLE." NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE PRODUCTS OR SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE. WE MAY DISCONTINUE ANY SERVICE OFFERING, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF ANY SERVICE OFFERING, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR SITE OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE PROGRAM, THIS AGREEMENT, PROGRAM CONTENT, OPERATIONAL DOCUMENTATION, OR OUR WEBSITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, AND LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM, OR (Z) ANY TERMINATION OR MODIFICATION OF THE PROGRAM, THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM.
ARBITRATION, CLASS WAIVER, AND WAIVER OF JURY TRIAL
You and Youpinlab mutually agree to resolve any justiciable disputes between you and Youpinlab, including any disputes involving your use of the Services, exclusively through final and binding arbitration before a single arbitrator instead of filing a lawsuit in court. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). If either party wishes to initiate arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include (1) the name and address of the party seeking arbitration, (2) a statement of the legal and factual basis of the claim, and (3) a description of the remedy sought. Any demand for arbitration by you must be delivered toYoupinlab. Class Action Waiver. You and Youpinlab mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator shall not have any authority to hear or arbitrate any class, collective or representative action ("Class Action Waiver"). Notwithstanding any other clause contained in this Agreement or the JAMS Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. Any arbitration shall be governed by the JAMS Comprehensive Arbitration Rules and Procedures ("JAMS Rules"), except as follows: The arbitration shall be heard by one arbitrator selected in accordance with the JAMS Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute. The parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place within 25 miles of where you are located. Unless applicable law provides otherwise, as determined by the arbitrator, the parties agree that Youpinlab shall pay all of the arbitrator’s fees and costs. The arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes. Except as provided in the Class Action Waiver, the arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions. The arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Either party may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration may be rendered ineffectual. Regardless of any other terms herein, claims may be brought before and remedies awarded by an administrative agency if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate. The JAMS Rules may be found at www.jamsadr.com or by searching for "JAMS Comprehensive Arbitration Rules and Procedures" using a service such as www.Google.com or www.Bing.com or by asking for a copy through firstname.lastname@example.org
Other than the arbitration agreement provided herein, this Agreement shall be construed and governed by the laws of the State of California, without regard to principles of conflicts of laws. To the extent that any lawsuit is permitted under this Agreement, the parties hereby submit to the personal jurisdiction of, and agree that any legal proceeding with respect to or arising under this Agreement shall be brought solely in the state courts of California for the County of San Mateo or the United States District Court for the Northern District of California, if such court has subject matter jurisdiction. Notwithstanding anything to the contrary in this Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our intellectual property and proprietary rights are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated or adequately compensated for in monetary damages.
YOUPINLAB MAY UPDATE THE TERMS OF THIS AGREEMENT FROM TIME TO TIME BY PUBLISHING A NEW VERSION ON OUR WEBSITE OR BY SENDING NOTICE OF ANY MODIFICATIONS TO YOU VIA EMAIL TO THE THEN EMAIL ADDRESS CURRENTLY ASSOCIATED WITH YOUR AFFILIATE ACCOUNT (AND SUCH CHANGE BY EMAIL WILL BE EFFECTIVE ON THE DATE SPECIFIED IN SUCH EMAIL AND WILL IN NO EVENT BE LESS THAN TWO DAYS AFTER THE DATE THE EMAIL IS SENT). BY CONTINUING TO PARTICIPATE IN THE PROGRAM FOLLOWING OUR POSTING OF ANY CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION, YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT, AS AMENDED BY ANY SUCH CHANGE NOTICE, REVISED AGREEMENT, OR REVISED DOCUMENTATION, AND YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT, AND HEREBY REPRESENT AND WARRANT THAT YOU WILL REMAIN IN COMPLIANCE WITH THIS AGREEMENT. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY NOTIFYING Youpinlab. IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM TIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS. NO WAIVER OF ANY PROVISION OF THIS AGREEMENT BY US SHALL BE DEEMED A FURTHER OR CONTINUING WAIVER OF SUCH PROVISION OR ANY OTHER PROVISION, AND OUR FAILURE TO ASSERT ANY RIGHT OR PROVISION UNDER THIS AGREEMENT SHALL NOT CONSTITUTE A WAIVER OF SUCH RIGHT OR PROVISION. THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT AND UNDERSTANDING BETWEEN YOU ANDYoupinlab WITH RESPECT TO THE SUBJECT MATTER HEREIN AND SUPERSEDES ALL PRIOR WRITTEN AND ORAL AGREEMENTS, DISCUSSIONS OR REPRESENTATIONS BETWEEN US.