This affiliate agreement together with Your Form and any other guidelines or additional terms the Company provides to You via email or on the Website (together the "Agreement") contain the complete terms and conditions that apply to Your participation in the Company's affiliate program (the "Program").
1. GENERAL
1.1 This Agreement shall govern our relationship with You in relation to the Program and modifies, replaces and supersedes any previous version of the Program.
1.2 When You indicate Your acceptance of these terms and conditions on the Form, You agree to be bound by all the terms and conditions set out in this Agreement (as amended or modified from time to time in accordance with Section 1.3 below).
1.3 The Company may change, modify and/or cancel any of the terms of this Agreement at any time, at its sole and absolute discretion, by posting the new version of this Agreement on the Website. Any such modification will take effect immediately after posting the new version of this Agreement on the Website and You will be immediately bound by the new version of this Agreement, unless stated otherwise by the Company when posting such new version. The Company is not obligated to provide You any notification in respect of any such new version of this Agreement beyond the posting of the new version of this Agreement on the Website. It is Your responsibility to visit the Website frequently to make sure You are up to date with the latest version of this Agreement and its provisions. If any modification is unacceptable to You, Your sole recourse is to terminate this Agreement. Your continued participation in the Program will be deemed binding acceptance of the new version of this Agreement.
2. DEFINITIONS AND INTERPRETATION
In this Agreement, references to the following words shall have the meanings set out below:
"Applicable Legislation" means all applicable legislation, laws and/or regulations, including Applicable Privacy Laws.
"Applicable Privacy Laws" means any and all privacy laws valid within the European Union and/or in any member state of the European Union, including, but not limited to, GDPR and the data protection or privacy laws of any other applicable country and/or jurisdiction.
"Company" means Sincronielevada – Unipessoal Lda.
"Details" means true, accurate, valid and operational full name, email and mobile phone number of the Lead.
"Fees" means the sum due and payable to You, as calculated based solely on the Company’s system's data and calculation and in accordance with the terms of this Agreement, the Form and the fees and payments terms set forth in the Website (as may be changed from time to time by the Company at its sole and absolute discretion).
"Form" means the form provided on the Website. For the avoidance of doubt, it is hereby clarified that the Form does not constitute a valid proposal to enter into contractual arrangements, and thus will constitute a binding agreement only after You fill it out and submit it to the Company and the Company acknowledges its consent that You will participate in the Program; therefore, Your submission of the Form does not constitute a binding agreement.
"GDPR" means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC.
"Lead" means any natural person who meets the requirements as set out in the Form; where You are required to provide the Details of a natural person in order for that person to qualify as a Lead, then, without derogating from any other provision of this Agreement, it is required that the Details of that person were never held and/or received by the Company in the past in order for that person to qualify as a Lead.
"Marketing Materials" means any marketing materials of any kind and/or form that You use in order to generate Leads.
"Restricted Territories" means any jurisdiction determined by the Company at its sole and absolute discretion.
"Spam" means any email or other electronic communication which You send that markets, promotes, or which otherwise refers to Us and/or the Website and/or which contains any Marketing Materials and/or Trackers and which breaches Section 5 of this Agreement.
"Tracker(s)" means the unique tracking codes that the Company provides exclusively to You, through which the Company tracks Leads and calculates Fees.
"We", "Our" or "Us" mean the Company, its subsidiaries, affiliates, employees, directors, shareholders, owner, officers, agents, suppliers, consultants and/or contractors.
"Website" means any website, mobile site and/or mobile application owned, operated or hosted by the Company in connection with this Program.
"You" "Your" and/or "Affiliate" mean the individual or entity which applied as an affiliate via the Form.
If any provision in a definition clause is a substantive provision conferring rights or imposing obligations on any party, notwithstanding that it is only in a definition clause, effect shall be given to it as if it were a substantive provision in the body of this Agreement.
3. REGISTRATION AND OPERATION
You shall provide true and complete information to the Company when completing the Form and promptly update such information if all or any part of it changes. You shall also provide the Company with such other information and/or documentation as the Company may request from time to time at its sole and absolute discretion.
You shall market to and refer Leads to the Website and/or provide the Details in accordance with this Agreement. You will be solely liable for the content and manner of such marketing activities. All such marketing activities must be professional, proper and lawful under Applicable Legislation and otherwise comply with the terms of this Agreement.
You shall not perform any of the following, nor shall You authorize, assist or encourage any third party to:
place Marketing Materials on any online site or other medium where the content and/or material on such website or medium is libelous, discriminatory, obscene, unlawful, sexually explicit, pornographic or violent or which is, at the Company’s sole and absolute discretion, otherwise unsuitable;
develop and/or implement marketing and/or public relations strategies which have as their direct or indirect objective the marketing to and/or targeting of any person who is less than 18 years of age (or such higher age of legal consent as may apply in the relevant jurisdiction);
breach any of the provisions of Section 5 of this Agreement;
use Marketing Materials in a manner that may potentially confuse any person (including, but not limited to, using incorrect, inaccurate and/or fraudulent materials);
place Marketing Materials on any online site or other medium, where the content and/or material on such online site or medium: (a) infringes any third party's intellectual property rights; (b) copies or resembles any website in whole or in part; or (c) disparages Us or otherwise damages Our goodwill or reputation in any way;
read, intercept, modify, record, redirect, interpret, or fill in the contents of any electronic form or other materials submitted to Us by any person;
alter, redirect or in any way interfere with the operation or accessibility of the Website or any page thereof;
register as a customer on behalf of any person, or authorize or assist (save as in accordance with this Agreement) any other person to register as a customer;
take any action that could reasonably cause any person confusion as to Our relationship with You or any third party, or as to the ownership or operation of the Website or service on which any functions or transactions are occurring;
cause the Website (or any parts or pages thereof) to open in a person's browser other than as a result of that person clicking on banners or text links contained in or as part of any Marketing Materials;
attempt to intercept or redirect (including via user-installed software) traffic from or on any website or other place that participates in the Program;
violate the terms of use and/or any applicable policies of any search engines; and/or
market and/or promote the Website within territories which are Restricted Territories, attempt to circumvent any restriction which the Company has put in place to prevent access from Restricted Territories, or attempt to disguise the geographical location of a Lead.
If the Company determines, at its sole and absolute discretion, that You have breached, or attempted to breach, any of the provisions of Section 3.3, the Company may (without limiting any other rights or remedies available to Us) withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect.
You shall not modify the Marketing Materials in any way without the Company’s prior written consent. You shall only use the Marketing Materials in accordance with Applicable Legislation, the terms of this Agreement and any guidelines the Company provides to You on the Website or otherwise from time to time. Any customized Marketing Materials provided to You will be at Your cost and deducted from Your Fees.
During the term of this Agreement, the Company grants You a revocable, non-exclusive, non-transferable, non-licensable and non-sub-licensable right to use the Marketing Materials for the sole purpose of fulfilling Your obligations under this Agreement. You may use the Marketing Materials only as long as this Agreement is in effect. Upon termination of this Agreement, for any reason whatsoever, You will immediately stop using any Marketing Materials. The use of the Marketing Materials is allowed solely for promoting the Website and may not be provided to any third party and/or for the promotion of any website which is not the Website.
Trackers are for Your sole use and are not to be assigned to others without the Company’s prior written consent. To permit accurate tracking, reporting, and Fees accrual, You must ensure that the Trackers are properly formatted throughout the term of this Agreement.
You shall not acquire any right to any data relating to Leads, and all data in connection with the Leads are solely owned by the Company. You may not use any data relating to the Leads, and the Company retains any and all rights in respect of the data in connection with the Leads. For the purpose of this Section 3.8, data includes, but is not limited to, personal data and the Details.
You acknowledge that the Company own and/or license all intellectual property rights comprised in any and all of the Marketing Materials, the Company’s brand and the Website and/or otherwise related to this Agreement (the "IP"). Nothing in this Agreement grants You any right in and/or to the IP. Any use of any intellectual property right which contains, is confusingly similar to or is comprised of the IP (other than as explicitly allowed in accordance with the provisions of this Agreement) without the Company’s prior written consent is prohibited. Without derogating from the above, You shall not register or attempt to register any trademarks, trade names and/or domain names that contain, are confusingly similar to or are comprised of the IP, and You hereby agree to transfer any such registration obtained by You to the Company upon demand and for free. You agree that any use by You of the IP inures to the Company’s sole benefit and that You will not obtain any rights in and/or to the IP as a result of such use. You further agree not to attack Our ownership of and title to the IP in any way.
You are expressly forbidden from making contact and corresponding with Leads and/or providing their Details and/or any other details to any third party, during the term of this Agreement and at any time after the expiration or termination of this Agreement. If, the Company determines, at its sole and absolute discretion, that You tried to or make contact with a Lead, or provide any of the Details and/or other details of the Leads to any third party, the Company may (without limiting any other rights or remedies available to Us) withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect.
By virtue of this Agreement, You are considered a "Processor" with regards to the Processing of Personal Data, and You shall accordingly comply with all Applicable Privacy Laws.
Without derogating from the provisions of Section 3.11 of this Agreement, to the extent that You perform any of the following, You shall do so solely in accordance with Applicable Privacy Laws: (i) transfer Personal Data to the Company, and/or (ii) transfer Personal Data outside of the European Union (if applicable). In addition, You confirm that You have obtained all necessary consent and complied with all Applicable Privacy Laws in connection with transferring Personal Data to the Company and authorizing the Company to Process Personal Data (including, but not limited to, for the purpose of direct marketing the Website via all available channels to the Leads) and transferring Personal Data to third parties in their role as Controllers. The Company is not obligated to verify Your compliance with Applicable Privacy Laws, including, but not limited to, in connection with the provisions of this Section 3.12.
For the purpose of this Agreement, "Controller", "Processor", "Personal Data", and "Processing" shall have the meanings ascribed to them in the GDPR. For the avoidance of doubt, the Details constitute Personal Data.
During the term of this Agreement, You shall comply with all Applicable Legislation and all policies of the Company. Without derogating from the above, You shall hold all required licenses, permits and authorization required to be held by You in accordance with Applicable Legislation in connection with any activities which are connected to and/or associated with the Leads and/or this Agreement. In addition, You will not breach and/or contravene any intellectual property rights of any third party anywhere in the world in connection with any activities which are connected to and/or associated with the Leads and/or this Agreement.
You guarantee to implement appropriate technical and organizational measures in such manners that processing of any personal data will meet the requirements of Applicable Legislation and to ensure the protection of the rights of any data subjects.
4. PAYMENTS
The Company will track and report Leads' activity for purposes of calculating Your Fees, and the calculation of the Fees shall be done solely and exclusively according to the Company's (or a third party's) systems. The form, content and frequency of the reports may vary from time to time at the Company’s sole and absolute discretion.
Unless otherwise agreed and subject to the terms of this Agreement and Your full compliance with Your obligations hereunder, Fees will be paid to You on a monthly basis, within 30 (thirty) days following the end of each calendar month, in accordance with the terms of this Agreement and the payment plan and rates outlined on the Website and/or Your Form, and after any deductions or set offs that We are entitled to make under this Agreement.
Neither You nor Your friends, employees, agents, advisors or relatives are eligible to become Leads and should You or they do so, the Company may (without limiting any other rights or remedies available to Us) withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect. You shall not be entitled to any Fees accrued in contravention of this Section 4.3. For this purpose, the term "relative" shall mean any of the following: spouse, partner, parent, child or sibling.
The Company retains the right to revise, change and amend the Fees scheme by which You shall be paid, as well as the Leads' qualification criteria as the Company shall see fit at its sole and absolute discretion.
The Company retains the right to review all Fees for possible or attempted fraud, abuse or any other activity aimed to increase the Fees in a manner not approved by this Agreement, by breaching any provision of this Agreement and/or in any other manner which is detrimental to the Company (all of the above – "Fraud"). During the period of time in which the Company shall review Fees for possible Fraud, the Company shall have the right to withhold any Fees accrued in Your favor until such time as the review has been concluded and subject to the conclusions of such review. Any incidence of Fraud authorizes the Company (without limiting any other rights or remedies available to Us) to withhold, seize and/or confiscate any Fees and/or terminate this Agreement with immediate effect. You shall immediately repay the Company any Fees generated from Fraud; without derogating from the above, the Company retains the right to set-off from future Fees payable to You any sums due to it.
Notwithstanding anything to the contrary in this Agreement, the Company will not pay You any Fees in relation to Leads from Restricted Territories.
Notwithstanding anything to the contrary in this Agreement, to the extent that any Fees are due in connection with the provision of Details, such Fees will be due only in respect of Details that are true, accurate, valid and operational.
Notwithstanding the foregoing, if for any calendar month the total amount of Fees due to You is less than or equal to EUR 50, the balance will be carried over and added to the next month's Fees until the total amount is more than EUR 50. Further, if the amount of Fees due is negative in any particular month, then that negative amount will carry over and be deducted against the Fees due in following month..
All payments will be due and payable in Euros or any other currency and in a method that will be determined by the Company at its sole and absolute discretion. However, the Company will use reasonable endeavors to accommodate Your preferred payment method. Any charges, fees and/or commissions in connection with transferring the Fees to You will be covered by You and deducted from Your Fees. For the avoidance of doubt, the Company will not be liable to pay any currency conversion charges or any charges associated with the transfer of the Fees to You.
You understand and agree that Leads must link using Your Tracker in order for You to be entitled for Fees. In no event is the Company liable for Your failure to use Trackers. Notwithstanding any other provision herein, the Company may at any time and at its sole and absolute discretion alter its tracking system and reporting format and You shall not be entitled to any compensation for any damages and/or loss of Fees incurred as a result.
If You disagree with the Company's calculation of the Fees, immediately send the Company written notice of Your dispute. Dispute notices must be received within thirty (30) days of the Company making available Your monthly report or Your right to dispute such report or payment will be deemed waived and You shall have no claims in such regard. If any overpayment is made in the calculation of Your Fees, You shall immediately repay the Company any such overpayment; without derogating from the above, the Company reserves the right to reclaim from You any overpayment made by the Company to You by way of setting-off, deducting and/or withholding any part of the Fees.
All taxes due in connection with any payments to You are Your sole liability. You are responsible for complying with the rules, if any, for registering for and paying direct and indirect taxes (including, but not limited to, VAT), levies, duties and charges in respect of Your income from or in relation to this Agreement and for collecting and paying the income tax and social security contributions in respect of Your staff, if You have any. For the avoidance of doubt, it is hereby clarified that the Company will not increase the Fees due to any tax, levy, duty or charge (including, but not limited to, VAT) imposed on the payment of the Fees, and all Fees are inclusive of any such tax, charge, duty and/or levy (including, but not limited to, VAT).
5. ELECTRONIC MARKETING RULES
If You use any email marketing and/or promotional communications in connection with the Leads, the Website and/or this Program, then all such communications must comply with all of the following:
You have clear and specific consent from the proposed recipient(s) before You send any such communication. The consent must have been given to You by way of an opt-in consent mechanism. Any tick box must not be pre-populated;
the communication makes it clear that it is a marketing communication and clearly states what it markets and/or promotes;
if such communication includes any promotional offers, that promotion is clearly identified as such and any conditions which the Lead must meet in order to qualify for the promotion are set out clearly and unambiguously in the communication;
You will not send any such communication to persons under the age of 18 or under the age of legal consent in the country of the proposed recipient(s) of any such communication (whichever is higher);
You include a true name in the communication in the "From" line and not a sales pitch or a marketing message. Any such communication must clearly identify You as the sender of the communication and You shall not falsify or otherwise attempt to hide Your identity;
You do not mislead the recipient(s) with regard to the content and purpose of the communication;
You provide an adequate, functioning and conspicuous "opt-out" or "unsubscribe" option in every communication;
the communication must include a valid address to which the recipient can respond to opt out/unsubscribe of future marketing communications. The address must be active for at least 30 (thirty) days from the date in which the communication was sent. You also include a physical business address in any such communication;
You honor expeditiously any opt out/unsubscribe request made by any communication recipient. You must not send any further marketing communication to any person who indicates (by whatever means) that he or she do not wish to receive any further marketing communications;
You include a link to Your privacy policy in any such communication;
You do not send any such communication to any person who has registered on any applicable register of persons who do not wish to receive any marketing communications; and
You are responsible for ensuring that Your communication complies with all Applicable Legislation and codes of practice.
6. TERM AND TERMINATION
This Agreement will take effect when the Company acknowledges its acceptance of Your filled-out Form and will remain in force until terminated in accordance with the terms of this Agreement.
You may terminate this Agreement with immediate effect, with or without cause, upon written notice to the Company at [Support@hive-pt.com]. For the avoidance of doubt, termination of this Agreement will end Your participation in the Program and Your right to receive any Fees.
The Company may terminate this Agreement in whole or in part with immediate effect, with or without cause at any time, upon written notice to You. In the event the Company terminates this Agreement, the Company shall be entitled to automatically render any Trackers inoperative. For the avoidance of doubt, on termination of this Agreement for any reason whatsoever or for no reason, whether by You or by the Company, You will no longer receive any Fees in respect of Leads, future Leads and/or Details – even if your Trackers remain operative and/or You provide Leads and/or Details to the Company, unless the Company agrees to otherwise in writing in advance. If the Company terminates a specific Tracker, You will no longer receive any Fees through that Tracker, unless the Company agrees otherwise in writing in advance.
The Company may at its sole and absolute discretion and without prejudice to its further rights and remedies, suspend this Agreement (in whole or in part). During the period of any suspension, the Company may withhold the payment of any Fees due to You. Payment of any withheld Fees will be made to You within 30 (thirty) days from lifting of the suspension.
Without derogating from any other provisions of this Agreement, the following will apply upon termination of this Agreement: (a) all rights and licenses given to You under this Agreement will terminate immediately; (b) You shall return all confidential information and cease use of the IP and any of the Marketing Materials; (c) the Company may leave open, redirect or deactivate any Trackers at its sole and absolute discretion without any obligation to pay You any sum whatsoever for Leads and/or Details; (d) the Company reserves the right to deduct any sums owed to Us from the Fees and/or withhold any payment of the Fees for a period of 6 (six) months; and (e) the Company will have no further liability to pay You any further sums (including, but not limited to, the Fees) in connection with any Leads and/or Details, even if these were referred and/or provided by You, unless the Company agrees explicitly otherwise in writing in advance.
Sections 3.6, 3.8, 3.9, 3.10, 3.11, 3.12, 4 (except 4.1 and 4.2), 6, 7, 8 and 9 and such other provisions that by their nature shall survive any termination or expiry of this Agreement – shall so survive the termination or expiration of this Agreement.
7. LIABILITIES
WE MAKE NO WARRANTIES OR REPRESENTATIONS (WHETHER EXPRESS OR IMPLIED BY LAW, STATUTE OR OTHERWISE) WITH RESPECT TO THE PROGRAM, THE WEBSITE AND/OR THE TRACKER OR ANY CONTENT, PRODUCTS OR SERVICES AVAILABLE THEREIN OR RELATED THERETO OR THAT THE WEBSITE, THE TRACKER AND/OR THE PROGRAM WILL BE ERROR-FREE OR UNINTERRUPTED OR WITH RESPECT TO THE QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, NON-INFRINGEMENT OR SUITABILITY OF ALL OR ANY OF THE ABOVE. EXCEPT AS EXPRESSLY STATED OTHERWISE IN THIS AGREEMENT, ALL WARRANTIES, REPRESENTATIONS AND IMPLIED TERMS AND CONDITIONS ARE HEREBY EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW. FURTHERMORE, NEITHER WE (NOR OUR PROVIDERS OR UNDERLYING VENDORS) ARE REQUIRED TO MAINTAIN REDUNDANT SYSTEM(S), NETWORK, SOFTWARE OR HARDWARE.
The Company may, at its sole and absolute discretion, use any available means to block or restrict certain Leads and/or refuse to accept certain Details for any reason. The Company does not guarantee, represent or warrant the consistent application of such discretion.
The obligations under this Agreement do not constitute personal obligations of the owners, shareholders, directors, officers, agents, employees, consultants, vendors, contractors, suppliers and/or representatives of the Company. In no event will We be liable for any indirect, special, incidental, consequential or punitive losses, injuries and/or damages of any kind (regardless of whether We have been advised of the possibility of such losses, injuries and/or damages) including, but not limited to, any loss of business, revenue, profits and/or data. Our total and aggregate liability arising under this Agreement and/or the Program, whether in contract, tort (including negligence), for breach of statutory duty or under any other legal theory shall only be for direct damages and shall not exceed the sum of EUR 100 (one hundred Euros).
You shall compensate, defend, indemnify and hold Us harmless on demand from and against any and all claims, demands, liabilities, losses, damages, injuries, costs and expenses (including legal fees) resulting or arising from Your actions in connection with this Agreement and/or Program and/or as a result of Your breach of this Agreement.
Without prejudice to any other rights or remedies available to Us under this Agreement or otherwise, We shall be entitled to set off any payments otherwise payable by Us to You hereunder, against any liability of You to Us, including any claims We have against You resulting or arising from Your actions in connection with this Agreement and/or the Program and/or as a result of Your breach of this Agreement.
8. INDEPENDENT INVESTIGATION
YOU WARRANT AND REPRESENT THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF THIS AGREEMENT AND PROGRAM AND HAVE AGREED TO THE TERMS OF THIS AGREEMENT AND TO YOUR PARTICIPATION IN THE PROGRAM AFTER BEING PROVIDED WITH AMPLE OPPORTUNITY TO REVIEW THEM AND CONSULT WITH LEGAL COUNSEL.
9. MISCELLANEOUS
All notices pertaining to this Agreement will be given by email as follows: to You at the email address provided by You on the Form (or as subsequently updated by You to the Company in the event of change), and to the Company at [Support@hive-pt.com]. Any notice sent by email shall be deemed received on the earlier of an acknowledgement being received or 24 (twenty-four) hours from the time of transmission.
There is no relationship of exclusivity, partnership, joint venture, employment, agency or franchise between You and Us under this Agreement. Neither of You nor Us have the authority to bind the other (including the making of any representation or warranty, the assumption of any obligation or liability and/or the exercise of any right or power), except as expressly provided in this Agreement.
You understand that We may at any time (directly or indirectly) enter into marketing and/or affiliate agreements with other affiliates on the same or different terms (including, but not limited to, in respect of the fees paid to You and them) as those provided to You in this Agreement and that such affiliates may be similar, and even competitive, to You. You understand that We may re-direct traffic and users from the Website to any other online site that We deem appropriate at Our sole and absolute discretion, without any additional compensation to You.
As an Affiliate, You may receive confidential information from Us, including (without limitation) confidential information as to Our marketing plans, marketing concepts, structure and payments. For this purpose, the Details and the terms of this Agreement are considered confidential information owned by the Company. This information is confidential and constitutes Our proprietary trade secrets. You shall not, during the term of this Agreement and at any time after the termination or expiration thereof, disclose this information to third parties or use such information other than for the purposes of this Agreement without Our prior written consent. Nothing in this Agreement provides You any rights whatsoever in the Company's confidential information.
You may not issue any press release or other communication to the public with respect to this Agreement and/or Your participation in the Program without the Company’s prior written consent.
You may not assign, sub-license or deal in any other manner with this Agreement or any rights under this Agreement, or sub-contract any or all of Your obligations under this Agreement, or purport to do any of the same. Any purported assignment in breach of this Section 9.6 shall confer no rights on the purported assignee.
This Agreement shall be governed by and construed in accordance with the laws of Portugal without giving effect to conflict of law rules and provisions. You irrevocably agree to submit, for the benefit of Us, to the exclusive jurisdiction of the courts of Portugal, for the settlement of any claim, dispute and/or matter arising out of or concerning this Agreement and/or its enforceability and You waive any objection to proceedings in such courts on the grounds of venue or on the grounds that proceedings have been brought in an inconvenient forum.
Whenever possible, each provision of this Agreement will be interpreted in such a manner as to be effective and valid under applicable law but, if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision will be ineffective only to the extent of such invalidity or unenforceability, without invalidating the remainder of this Agreement or any other provision hereof, and this Agreement would be interpreted so as to give effect, to the greatest extent possible, to that provision.
This Agreement embodies the complete agreement and understanding between You and Us with respect to the subject matter hereof and supersedes any prior agreement and/or understanding between You and Us in relation to such subject matter. You acknowledge and agree that in entering into this Agreement, You did not rely on any statement, representation, guarantee warranty, understanding, undertaking, promise or assurance (whether negligently or innocently made) of any person other than as expressly set out in this Agreement. You irrevocably and unconditionally waive all claims, rights and remedies which but for this Section it might otherwise have had in relation to any of the foregoing.