Supersaw Marketing Affiliate Program Terms of Service

Agreement

By signing up to be an Affiliate in the Supersaw Marketing Affiliate Program ("Program") you are agreeing to be bound by the following terms and conditions ("Terms of Service"). Supersaw Marketing reserves the right to update and change the Terms of Service from time to time without notice. Any new features that augment or enhance the current Program, including the release of new tools and resources, shall be subject to the Terms of Service. Continued use of the Program after any such changes shall constitute your consent to such changes. Violation of any of the terms below will result in the termination of your Account and for forfeiture of any outstanding affiliate commission payments earned during the violation. You agree to use the Affiliate Program at your own risk. AFFILIATE TERMS AND CONDITIONS Clause 1. Definitions and Interpretation Supersaw Marketing is the owner and manager of supersawmarketing.com, which offers products/goods and/or services. Supersaw’s Affiliate Platform The Platform is provided by Supersaw Marketing, which enables the Affiliate to participate in the Supersaw Affiliate Program and provides the Affiliate with statistical and financial information via Supersaw’s Affiliate Platform, the Affiliate is able to find all the necessary information and materials, including: Affiliate’s performance, retrieve advertising materials, access to Affiliate’s amount of commission. Affiliate Entity or individual is Party B of this Agreement entitled to publish and disseminate Supersaw’s Advertising Materials via word of mouth or Affiliate’s Media. Affiliate’s Media Affiliate’s Media means all advertising media, including but not limited to website, application and newsletter, Affiliate networks' Sub Affiliates, their owned and brokered medias whether or not registered to the Affiliate Program by the Affiliate and approved by Supersaw Marketing. Sub-Affiliates An entity or an individual who participates in the Affiliate Program through the Affiliate. Affiliate Program Supersaw’s affiliate program that offers to sell, sell and distribute products/goods and/or services to Customers via Hyperlinks on the Affiliate’s Media or Affiliate Code. App Supersaw Marketing mobile application. Invalid transactions Supersaw shall not make commission payouts on, and reserves the right to set-off or initiate chargebacks on, invalid transactions. Click A user’s call of a hyperlink for the Affiliate Program, leading to the Supersaw’s Product. Commission The fee received by an Affiliate for delivering a sale or an agreed action excluding chargeback. Customer A consumer who accesses the Advertising Media of the Affiliate or the Supersaw’s Product, and places an order. Hyperlink A link to the Supersaw’s Product in the form of the exact URL, provided via the Affiliate Program, for use by the Affiliate in the Affiliate’s Media (e.g. registered websites), that identifies the Affiliate. Sale (also known as order or transaction) The act of purchasing a product or service by one of Supersaw’s customers via the Hyperlink. Payout is based on net sales (valid sales). SEM (Search Engine Marketing) The acronym which means search engine marketing and includes any form of online marketing that seeks to promote websites by increasing their visibility in search engine result pages through the use of paid placement, contextual advertising or paid inclusion. SEO (Search Engine Optimization) The acronym which means search engine optimization and includes the process of (i) improving the volume or quality of traffic to a website or a web page from search engines via "natural" or un-paid ("organic" or "algorithmic") search results, or (ii) realizing or creating an improved or better ranking in search engine results for a specific keyword or keywords. Advertising Material Including but not limited to banner, pop-up or any product information shown in equivalent forms. Sign-Up Form The Sign-up form that is accessible via the Affiliate Program for registration to the Affiliate Program. View (or impression) The number of times which an advertisement is shown on the Advertising Media. CLAUSE 2: CONTRACT FORMATION An agreement between Supersaw Marketing and the Affiliate in respect of the placement of Supersaw advertising materials shall be formed exclusively via Supersaw Marketing platform's application procedure, in the context of which the Affiliate shall submit an application to participate in the Affiliate Program, thereby accepting the terms and conditions of this Agreement. The Sign-Up Form together with this Agreement and the acceptance into the program will together constitute a framework agreement between Supersaw Marketing and the Affiliate. In the case of a conflict between the Sign-Up Form and this Agreement, this Agreement shall be the governing document. CLAUSE 3. SCOPE OF WORK

1. Scope of work shall be the participation in the Affiliate Program and promotion for Supersaw Marketing by the Affiliate as an Affiliate in the context of Supersaw’s Affiliate Platform. To this end, Supersaw shall make a selection of Advertising Materials available to the Affiliate as an advertiser via the Supersaw’s Affiliate Platform.
2. The Affiliate shall be solely responsible for placing Advertising Materials on Affiliate’s Media registered in the Supersaw Affiliate Program. Subject to Supersaw’s rights under this Agreement or otherwise, the Affiliate shall be free to decide whether and how long to place the Supersaw advertising materials on the Affiliate’s Media, unless otherwise required by Supersaw Marketing. The Affiliate shall be entitled to remove the Advertising Materials at any time. The Affiliate is only allowed to place Supersaw advertising materials on the Advertising Media provided that such Advertising Media has been registered with and approved by Supersaw Marketing.
3. In return for the successful brokerage, the Affiliate shall receive from Supersaw the Commission, which shall depend on the extent and real net value of the service.
4. The Affiliate Program shall not establish any other contractual relationship between the Parties that goes beyond this Agreement.
5. The Affiliate's own terms and conditions shall require the express written consent of Supersaw and shall therefore not be applicable even if Supersaw does not object to their validity.

CLAUSE 4: OBLIGATIONS AND COVENANTS OF THE AFFILIATE

1. The Affiliate shall be expressly prohibited from using and/or modifying the Advertising Materials and content accessed via the Supersaw’s Affiliate Platform other than as expressly allowed under the terms of this Contract without Supersaw’s prior written agreement.
2. The Affiliate shall not, without prior written consent by Supersaw, be allowed to use advertising e-mails (the “EDM”) to promote Supersaw Marketing. The Affiliate has to make sure that all e-mail address were generated over a double opt-in e-mail, in consideration of all necessary restrictions. Supersaw will be free of all third-party requirements in case of issues because of the mailing Affiliate. The Affiliate guarantees that they take responsibility in case of complaints concerning the e-mail. The Affiliate is not allowed to use the brand “SUPERSAW” within the e-mail address, within the URL, within the source code, and within the subject of the e-mail. The Affiliate has to make sure that it is clear that the e-mail comes from an Affiliate and not from Supersaw directly. The e-mail has to be approved by Supersaw before it is sent. The Affiliate has to compensate the costs in case of breach of third party requirements or breach of the above restrictions.
3. The Affiliate shall be responsible for the content and routine operation of the Affiliate’s Media or other relevant Affiliate Media, and shall, for the term of this Agreement, place no content on said Affiliate Media that breaches applicable law, public morals or third-party rights (“Non-Permitted Traffic and Sources”). Prohibitions shall include, but not be limited to, representations that glorify or promote hate, violence, sexual and pornographic content and illustrations, misleading statements or discriminatory content (e.g. in respect of gender, race, politics, religion, nationality or disability). Such content may neither be mentioned on the Affiliate’s Media or other relevant advertising media, nor may links be created from the Affiliate’s Media or other relevant advertising media to corresponding content on other websites.
4. The Affiliate’s Media or other relevant advertising media shall not conduct, undertake, use, perform or exercise deal, torrent or streaming activities without Supersaw’s prior consent.
5. The Affiliate shall be prohibited from creating and/or maintaining websites/apps that might lead to risk of confusion with the web/mobile presence of Supersaw. The Affiliate shall neither be allowed to mirror said presence nor to copy graphics, texts or other content from Supersaw Marketing website. It is strictly prohibited to crawl any of Supersaw’s webpages. In particular, the Affiliate shall avoid creating the impression whether publicly or privately that the Affiliate’s Website is a project of Supersaw or that its operator is economically linked to Supersaw in any way or any other relationship or affiliation between the Affiliate and Supersaw that goes beyond the Supersaw Affiliate Program and this Agreement. Any use, by the Affiliate, of materials or content from Supersaw web presence or its logos or brands shall require Supersaw prior written approval.
6. The Affiliate shall be liable, vis-à-vis Supersaw, for ensuring that its advertising content are neither in direct nor in indirect breach of domestic or foreign third-party property rights or other rights that do not meet any special statutory protection.
7. . It is strictly prohibited to drive SEM and other keyword-based advertising traffic using the Supersaw brand or private labels, to Supersaw’s Product. In other words, "SUPERSAW" and other similar words which could be misleading as Supersaw must be entered as a negative keyword.
8. Advertising Supersaw through social media activities (including but not limited to Facebook, Pinterest, Twitter) is granted upon request and should not include any trademarks of SUPERSAW, or display misleading content (i.e. that may look like official Supersaw social media activities).Social media activities through Facebook platform shall be executed through a “Fan Page” only and not through a “Personal Page” in accordance with Facebook’s policy. Inclusion of hyperlinks for every social media post is required unless done in a platform where doing so would not be possible. Posting of hyperlinks through Supersaw Marketing Official Facebook pages is strictly prohibited. In case of a violation, a 50% deduction will be applied to the affiliate’s next payout. Should the violation be repeated, the affiliate will be blocked from the Supersaw Affiliate Program.
9. The Affiliate shall not set up campaigns on third party Affiliate Networks. The Affiliate is only allowed to direct its own traffic and/or its own Sub Affiliate traffic in case of networks, to the Supersaw‘s Product.
10. The Affiliate shall warrant that it will set cookies only if advertising material made available by the Supersaw Affiliate Program is in visible use on the Affiliate’s Website and the user clicks voluntarily and consciously. The use of layers, add-ons, iFrames, pop-up, pop-under, site-under, Auto-redirect advertisements which automatically redirect the user to Advertiser websites without the user’s engagement or action (e.g. click, touch), cookie dropping, postview technology, misleading advertisements that result in misleading clicks that display expected content, shall not be permitted and are strictly prohibited. In particular for Apps campaigns, advertisements that result in forced installations of Advertiser applications. For clarification purposes, forced-installation also includes the act of not asking the Users for permission before initiating a download/ redirect.
11. The use of offers, creative or brand names for any case of competition or lottery is strictly prohibited.
12. The Affiliate may promote solely vouchers that Supersaw has approved explicitly for affiliates or communicated by means of Affiliate newsletters. The promotion of other vouchers, including but not limited to end customer newsletters, print advertisements or customer service contacts, shall not be permitted and strictly prohibited.
13. Any breach, by the Affiliate, of its obligations stipulated in this Agreement or any other industrial property rights or copyrights of Supersaw shall entitle Supersaw to terminate this Agreement for good cause in accordance with the statutory provisions. This shall not affect any additional claims against the Affiliate to which Supersaw is entitled. In particular, Supersaw shall be entitled, vis-à-vis the Affiliate, to withhold or cease all and any services related to said Affiliate.
14. The Affiliate shall remove Supersaw advertising material without delay from the Affiliate’s Website if Supersaw requests it to do so.
15. If Supersaw Marketing is sued by third parties on account of the Affiliate's breach of contractual obligations or on account of the Affiliate's violation of a statutory provision in relation to the placement of Supersaw advertising material, the Affiliate shall be obliged to indemnify Supersaw against all third-party claims that are asserted on account of the aforementioned breaches. If, for its legal defense, Supersaw requires the Affiliate to provide information or explanations, the Affiliate shall be obliged to make the same available to Supersaw within necessary period no later than three (03) days and also to provide reasonable support to Supersaw Marketing in its legal defense.
16. In addition, the Affiliate shall compensate Supersaw for any costs resulting from a claim by third parties on account of the infringement of the aforementioned rights and/or obligations; such costs shall, for example, include lawyers' fees, court or other dispute resolution costs, particularly costs of independent proceedings for taking evidence, damages and other disadvantages that Supersaw suffers thereby.
17. The Affiliate shall not purchase any Product(s) through his/her own Affiliate promotions. Also, the Affiliate shall not cause any third parties to use the Affiliate Program to purchase any Product(s) with the intention of reselling such product or for commercial use of any kind. Transactions are not eligible for payouts, where the Affiliate or sub-Affiliate is simultaneously owning or managing the Seller account (whether directly or not). For the avoidance of doubt, such transactions shall be deemed as being brought about through collusion and considered an invalid transaction.
18. The Affiliate shall not take advantage of any platform limitations. Exposing procedures which override Supersaw rules on purchases including, but not limited to, voucher usage and shipping fees is prohibited.
19. The Affiliate covenants that it has and will maintain all licenses, permits, approvals, registrations or the like, to perform the matters contemplated under this Agreement and that it shall carry out this Agreement in compliance with relevant law of Philippines, particularly the Law on Advertisement, its guiding legislation and legal provisions on data privacy.
20. In the event of a breach, (including sending Supersaw invalid transactions or violating of the terms stated in this Agreement), Supersaw Marketing reserves the right to deem as chargeback: (i) any pending payment owed to the Affiliate, (ii) the total amount of the payout for the period when the breach was found, (iii) any future payout earned by the affiliate proven to have originated from the breach or violation.
21. The Affiliate shall register each of its Sub-Affiliates with Supersaw. The Affiliate acknowledges that by allowing its Sub-Affiliates to participate in the Affiliate Program, the Affiliate shall procure that such Sub-Affiliate shall be bound by the terms and conditions of Supersaw’s Affiliate Program.In the case of a violation originated by an identified Affiliate network’s Sub Affiliate, an additional chargeback can be applied equivalent to 50% of the Sub Affiliate payout.

CLAUSE 5: SERVICES BY SUPERSAW

1. Once the Affiliate has been admitted to the Supersaw Affiliate Program, it shall be provided with a wide range of advertising materials, which shall be adapted at regular intervals in line with the product range and seasonal influences. The Affiliate may request individual provision of formats or newsletter templates from Supersaw at any time.
2. Supersaw shall operate its website and the services offered thereon, such as the provision of product feed, within the limits of the technical capacities available to Supersaw. Supersaw Marketing shall not be obliged, within these limits, to provide error-free and interruption-free availability of the website. The quality and correctness of the products, advertising material and csv files offered on the Supersaw’s Affiliate platform shall fall within the exclusive discretion of Supersaw.
3. All activities of the Affiliate shall be logged via the platform tracking system and made accessible to the Affiliate via the platform statistics and reports. The commission that Supersaw pays to the Affiliate shall be based on the brokered orders and the resulting net shopping basket value.
4. The Affiliate shall, in the context of its participation in the platform and in accordance with the terms and conditions that the Affiliate agreed with Supersaw Marketing in this respect, be entitled to receive a commission from Supersaw in relation to net transactions that are generated, by its active promotion of Supersaw on the Affiliate’s Website/App, within the first session and for thirty days thereafter if the action of using the Advertising materials is leading to a net transaction and it is the last paid marketing advertorial the end-user is using.

CLAUSE 6: LIABILITY OF SUPERSAW

1. In the event of an ordinarily negligent breach of an obligation which is material to the achievement of the contractual purpose (material contractual obligation), the liability of Supersaw shall not exceed the total of the commissions paid or payable to the Affiliate under this Agreement in the six months immediately prior to when the event giving rise to the most recent claim of liability occurred.
2. No further liability on the part of Supersaw shall exist.
3. The aforementioned limitation of liability shall also apply to the personal liability of Supersaw employees, representatives and executive bodies.

CLAUSE 7: AFFILIATE COMMISSION FOR TRANSACTION GENERATED FROM SUPERSAW MARKETING WEBSITE (NON-APP)

1. Supersaw agrees to pay a commission on sales generated on Supersaw’s website, by the traffic coming from the Affiliate’s Website. In order to reward best performing affiliates, Supersaw has put in place a category-based commission structure for transactions generated from Supersaw’s Affiliate platform. Affiliate Payout = [Net shopping basket value x Commission rate]
2. Net shopping basket value is defined as what the customer pays, meaning the product selling price, less checkout discount (if any). * Net shopping basket value = Product listing price – Voucher value – Shipping fee (if applicable)
3. The commission structure can be modified at any time by adding or reducing points of commission to selected affiliates, in order to incentivize best practices and harmonize Affiliate’s performance.
4. Without prejudice to other rights or remedies available to Supersaw, Supersaw Marketing has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if Supersaw determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate.

CLAUSE 8: AFFILIATE COMMISSION FOR TRANSACTION GENERATED FROM SUPERSAW APP

1. Supersaw Marketing agrees to pay a commission on sales generated on Supersaw’s App, by the traffic coming from the Affiliate’s Website / App. Supersaw offers commission per net order excluding chargeback. The commission structure can be modified at any time by adding or reducing points of commission to selected affiliates, in order to incentivize best practices and harmonize Affiliate’s performance.
2. Without prejudice to other rights or remedies available to Supersaw, Supersaw Marketing has the right to withhold, and the Affiliate agrees that it shall not be eligible for, any commission otherwise payable under this Agreement if Supersaw determines that the Affiliate is not in compliance with any requirement or restriction under this Agreement, including but not limited to those relating to the prohibited content in Clause 4, or if there are technical errors, such as improper link formatting, by the Affiliate.

CLAUSE 9: PAYMENT

1. Affiliate can login into the Supersaw’s Affiliate Platform to view their accumulated commission one hour after conversions are made and a first payment check has been performed. When requested by the Affiliate and deemed necessary, a technical integration can be established between Supersaw’s Affiliate Platform and the Affiliate’s system. In the event of any discrepancy of data between the platform of Supersaw and the Affiliate, Supersaw’s data shall prevail. Under no circumstances will data from the Affiliate’s system be used to measure payable amount. The Affiliate shall provide Supersaw with a substantive response (i.e. a response which is more than a holding email) on all queries that Supersaw may have regarding the validity of a Sale, within three (3) working days of the Affiliate’s receipt of such query. Failure to respond on such query will result in no pay-out in relation to that Sale.
2. Supersaw will issue monthly an invoice for all tracked, delivered and non-returned sales in the previous month for billed amount exceeding 25 pesos payout (cumulative).
3. Affiliate will be paid within 30 days after Supersaw has issued an invoice. Payment to the Affiliate will be done once a month.
4. Supersaw reserves the right to withhold any amount due to the Affiliate below the minimum sum, being any amount below 25 pesos, and defer the payment to the next payment period (given that the accumulated amount exceeds 25 pesos at the end of the next month).
5. All payment made from the Supersaw to the Affiliate will be in the form of direct bank transfer to the bank account provided by the Affiliate. Supersaw is solely responsible for all incurred financial institution processing fees, except that Supersaw reserves the right to deduct from the payout to the Affiliate, additional processing fees incurred due to incorrect information supplied by the Affiliate.
6. The Affiliate shall be solely responsible for payment of all taxes on its own income. If the payment is subject to withholding taxes, Supersaw shall deduct such from the payment, pay to the Affiliate the net amount and upon request by the Affiliate, Supersaw shall provide the Affiliate a certificate or any equivalent document of the taxes withheld.

CLAUSE 10: ORGANISATION AND INDEPENDENCE OF THE AFFILIATE

1. Supersaw and the Affiliate are independent contractors, and nothing in this agreement will create any partnership, joint venture, agency, franchise or sales representative relationship between the Parties. The Seller will have no authority to make or accept any offers or representations on behalf of Supersaw.
2. The Affiliate shall not subcontract any of its rights or obligations under this agreement without prior written consent of Supersaw.

CLAUSE 11: TERMS OF AGREEMENT, AMENDMENT AND TERMINATION

1. The term of this Agreement shall be based on the duration of the Affiliate's membership of the Supersaw Affiliate Program.
2. Following termination of the contract, the Affiliate shall, without being requested to do so, immediately delete the information and advertising material submitted to it. The Affiliate shall have no right of retention in this respect. The Affiliate shall, at SUPERSAW’S request, provide Supersaw with written confirmation of the deletion.
3. Supersaw reserves the right to change or alter the purposed commission structure with prior notification. In such a case, an e-mail shall be sent to the Affiliate, based on the e-mail address provided by the Affiliate through the Supersaw Affiliate Program. Notification shall occur at least seven (07) days prior to any change. Supersaw shall have no responsibility to ensure that communications about changes in the program are received by the Affiliate. In case of disagreement, the Affiliate’s sole recourse shall be to end its participation in the program.
4. Supersaw shall reserve the right to amend these General Terms and Conditions at any time. The Affiliate shall be informed of any changes via registered e-mail. Should the Affiliate not agree to the changes, it shall be entitled to inform Supersaw thereof within seven (07) days after receipt of the notification of the change. If the Affiliate does not provide such notification within this period, the changes shall be deemed to have been accepted and shall take effect at the end of the period. Supersaw shall, in its notification of the changes, advise the Affiliate of the importance of the two-week deadline.
5. This Agreement shall be terminated in the following circumtances:

a.Both parties agree to terminate the Agreement.b.Being required by law.c.The Affiliate has not been engaged (i.e., bringing traffic) for a period of six (06) months.d.Supersaw reserves the right to unilaterally terminate this Agreement at anytime with four (04) weeks prior notice to the Affiliate.e.Supersaw reserves the right to terminate this Agreement without any prior notice to in case the Affiliate breaches or violates any of its obligations or covenants under this Agreement.f.If there is any suspicion on cheating behaviour, Supersaw reserves the right to implement an investigate within seven (07) days from the date of raising suspicion and the implementation of this Agreement would be suspended. Upon expiring such term, Supersaw could decide either to keep engaging in the Agreement or terminate the Agreement without any prior notice. In case any cheating behaviour is found, the Affiliate is required to reimburse all expenses related to the investigation and other relevant damages therefrom within fifteen (15) days from the date of being requested.g.Other provisions in accordance with laws and this agreement. CLAUSE 12: CONFIDENTIALITY

1. Confidential information shall be any information and documents belonging to the respective other Party that has been marked as confidential or can be regarded as confidential based on the circumstances. This shall include but not limited to:

a.Any marketing strategies, plans, financial information, or projections, operations, sales estimates and business plans relating to the past, present or future business activities of such party;b.Any past or present performance results, including orders and volumes;c.Any plan and strategies for expansion;d.Any products or services, customers or supplier lists;e.Any specific or technical information, invention, design, process, procedure, formula, improvement, technology or method;f.Any concepts, reports, data, know-how, works-in-progress, designs, development tools, specifications, computer software, source code, object code, follow charts, databases, inventions, information and trade secrets; andg.Any other information that should be reasonably recognized as confidential information of disclosing party. Confidential information need not be novel, unique, patentable, and copyrightable or constitute a trade secret in order to be designated Confidential Information.

1. None of the Parties has the right to reveal the confidential information to third parties in case getting written approval from the non-disclosing Party. The Affiliate shall disclose confidential information only to those employees for the purpose of implementing this Agreement, and not for any other purposes. The Affiliate shall oblige said employees to maintain secrecy in respect of the confidential information during and after their activity.
2. Notwithstanding the foregoing, the confidential information could be disclosed due to the following reasons:

a.To comply with the mandatory provisions of applicable law or the rules of any recognised jurisdiction;b.The information is in the public domain, other than through a breach of this clause;c.For the purposes of any arbitration or legal proceedings arising from this Agreement; andd.To any governmental authority at their request. The duty of non-disclosure shall apply for an unlimited period beyond the term of this Agreement. CLAUSE 13: ASSIGNMENT, RIGHTS OF RETENTION, SET-OFF

1. The Affiliate may transfer claims against Supersaw based on this Agreement to third parties only with Supersaw’s written consent.
2. Neither of the Parties to the contract can have the right to transfer, assign or subcontract all or part of its rights or obligations deriving from this agreement without the written consent of the other Party. In case having a consent, all term and conditions of this Agreement will be kept unchanged except for having mutual consent.
3. Either Party to the contract may set off or exercise a right of retention only in relation to the other Party's receivables that are uncontested or have become res judicata.

CLAUSE 14: GOVERNING LAWS AND DISPUTE SETTLEMENT

1. This Agreement shall be governed and construed under the law of the Philippines without giving effect to any international and supranational (contractual) laws, particularly the UN Convention on the International Sale of Goods.
2. Any disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof shall be attempted to be settled through good faith negotiations between the Parties during a period of up to thirty (30) days or such longer period to which the Parties may agree but not otherwise.
3. After the lapse of the period stated in the immediately preceding paragraph, the disputes arising out of or relating to the execution of this Agreement or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the Alternative Dispute Resolution Act of 2004 (or R.A. No. 9285). In the event that the dispute has not been resolved by arbitration within sixty (60) days of initiating said procedure or if a party elects not to undergo such procedure, either party may bring the matter to the proper courts of San Juan, Southern Leyte, to the exclusion of all other courts.

CLAUSE 15: FINAL PROVISIONS

1. This Agreement shall take effect from the date of signing.
2. There shall be no oral ancillary agreements to this Agreement. Amendments and addenda to the Agreement shall be in writing. This shall also apply to the amendment or rescission of this clause.
3. Any subsequent Insertion Order and other agreements entered into after the effective date shall be an integral part of this Agreement and governed by all terms and conditions herein..
4. Should individual provisions in this Agreement be invalid or unenforceable, this shall not affect the validity of the other provisions. The Parties shall endeavor to replace the invalid or unenforceable provision with one that best meets the contractual objective in legal and economic terms. The same shall apply in the event of a lacuna. If this Agreement is being agreed to be a company or entity, then the person signing for and on behalf of that company or entity represents that he or she is authorized to legally bind that company or entity to this Agreement.