LUMIVITAE INDEPENDENT BRAND PARTNER AGREEMENT

THIS AGREEMENT (the “Agreement”) provides the terms and conditions of the relationship between:

LUMIVITAE MARKETING SÄRL, a company incorporated under the laws of Switzerland, with IDE\UID CHE-337.575.578, with head offices in Place du Tunnel 9, 1005 Lausanne, Switzerland, hereinafter referred to as “Company”

and

Independent Brand Partner, hereinafter referred to as ‘LVIBP’, ‘Partner’ or ‘You’.

In order to participate in the LUMIVITAE INDEPENDENT BRAND PARTNER PROGRAM (the ‘Program’)

You agree to the:

LumiVitae Independent Brand Partner Agreement
LumiVitae Independent Brand Partner Compensation Plan

These documents are collectively referred to as the ‘LumiVitae Independent Brand Partner Agreement’, ‘LVIBP Agreement’, or ‘Agreement’.

WHEREAS,

the Company is part of the LumiVitae Group, the sole owner and operator of the Internet site known as https://www.lumivitae.com (the “Site”); and
the Company has created a Program that enables Partners to refer Customers and Partners to the Site from promotional networks in exchange for agreed consideration; and
you desire to participate in the Program, as evidenced by your application, which the Company may approve or disapprove, in its sole discretion.

THEREFORE, in consideration of the mutual promises herein, the Parties agrees as follows:

1. Definitions

Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:

‘Customer’ means any person or party who purchases goods or services on the Site after connecting to the Site from the Partner Referral Link.
‘Brand Partner’ (or Partner) means a distributor of LumiVitae products and services. All LumiVitae Brand Partners are independent and are not employees of the Company.
‘Partner Link/s’ means unique digital referral link/s we provide to you to refer other parties to our Site for the purpose of promoting the sale of goods or services on the Site, and/or referring other parties to our Program. The Links are prepared to track Customers who are directed to the Site and make a purchase which results in a Completed Transaction.
‘Completed Transaction’ means the goods or services of the Company ordered by a Customer which has been delivered and the return period has expired.
‘Net Sale Price’ means the total funds received in Euros (after conversion from non-Euro currency to Euros, if necessary) from the Customer less (i) any tax collected by the Company for or on behalf of any governmental or taxing authority (such as a sales tax, GST or VAT), (ii) shipping and handling charges, (iii) restocking fees, (iv) credit card or other charges by attributable to the payment method used by the Customer, (v) currency conversion fees, or (vi) discounts, credit or allowances granted by the Company in its sole and absolute discretion.
‘Partner Site’ means any online site owned or managed by You where you share Company information or your Partner Link.
‘Referral’ means any Customer or Partner who has used your Partner Link to purchase goods or services from the Company, or to register as an Independent Partner.
‘Commission’ means the agreed consideration in line with the LVIBP Compensation Plan.
‘Partner Network’ means the network of parties in which you promote our Company.
‘Back Office’ means the web systems and tools we provide you to perform your role as a Brand Partner.
‘Return Period’ means the period in which a customer may request to return their product for a refund, as per the Terms and Conditions of the customer purchase contract.

2. Acceptance

By submitting your application to become an LumiVitae Independent Partner you agree to meet and accept the terms of this Agreement.
You confirm and agree that this Agreement is your sole Partner Agreement you hold with the Company and you do not have another account or financial or any other interest in another Position which is registered in the LumiVitae Independent Brand Partner Program, even if that Position is held by a separate business entity or another person. You must not submit a new Agreement if you have an existing Partner Agreement in place with the Company. Only one Agreement per Partner is allowed at all times, except in limited circumstances as officially designated by LumiVitae.
You agree to provide the Company with any and all requested identification to verify yourself to comply with our Know your Customer (KYC) requirements.
You confirm and agree that the Company provides a public search field on the Site, enabling Customers and Partners to find and register with an Independent Brand Partner. By default, the information of all Partners will be displayed in this public directory and will include, but is not limited to, the Partner’s name and contact details as provided in the registration process.
You acknowledge that you have the option to switch the public visibility on or off through the back office settings by, manually, disable the public view option.
You have the full right to rescind this Agreement, with immediate effect, without any penalty or liability and without having to cite any reason, by providing written notice to the Company within 14 calendar days after the Company has accepted your Application.
If there are any changes to the information provided in your Application (including name, date of birth, address or phone number) after the Agreement is executed, you are required to give the Company written notice thereof immediately.
This Contract shall come into force and effect upon the acceptance of its terms by all Parties. Acceptance may be manifested by signature, electronic acceptance, or any other method agreed upon by the Parties.

3. Relationship

You are an independent Partner with respect to the Company. Nothing in this Agreement is intended to or should be construed to create a partnership, joint venture, franchisor/franchisee or employer-employee relationship between you and the Company. You shall not, in any manner or respect, represent, suggest, or convey the impression that you are an employee or agent of the Company, or that the Company has endorsed you and/or the Partner site or that you represent the Company in any manner or capacity. You have no authority to and shall not enter into any agreements or obligations purporting to be binding upon the Company.
As an independent Partner, you are solely and exclusively responsible (i) for all taxes payable with respect to income earned through the Site; (ii) to obtain any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and that you are not covered by or eligible for any insurance from the Company; and (iii) for ensuring that you comply with any Licensing Authority’s rules or practices.
As an independent Partner, you have the responsibility for any expenses arising in connection with your registration and the running of your independent LumiVitae business. The Company neither demands any efforts on Partners in terms of effort, time or money, nor has the Company agreed to compensate You for the effort, time and expense associated with the running of an independent LumiVitae business.

4. Non-solicitation

At all times during the term of this Agreement, Partners are free to participate in other direct sales companies or business opportunities. If Partners are engaged in other direct sales companies or business opportunities, it is the responsibility of Partner to ensure that her or his LUMIVITAE business is operated entirely separate and apart from all other direct sales companies or business opportunities. Notwithstanding the foregoing, during the term of this Agreement, Partners agree to not directly or indirectly solicit any LUMIVITAE Independent Brand Partner to (i) join, enroll or affiliate with another direct sales company; or (ii) terminate or alter Brand Partner’s business relationship with LUMIVITAE. Brand Partners agree to not use any contacts or relationships developed through LUMIVITAE network to promote other direct sales companies or business opportunities. As used in this paragraph, “solicit” means the direct or indirect, actual or attempted, solicitation, encouragement, or effort to influence another Independent Brand Partner to participate in another direct selling company or business opportunity, even if Brand Partner’s actions are in response to an inquiry made by another Brand Partner. Notwithstanding the preceding sentence, it shall not be a violation of this non-solicitation policy for Brand Partner to solicit a personally sponsored Brand Partner to another direct sales company or business opportunity. In this paragraph (i) “direct sales” company or business opportunity is defined to include any network marketing, multilevel marketing, party plan or social media company that sells products similar to or competitive with LUMIVITAE products through independent sales representatives; and (ii) “personally sponsored” shall refer to Brand Partners personally enrolled by their direct upline Brand Partner but shall not include Brand Partners that have rolled up to an upline Brand Partner’s first level due to compression or termination of another Brand Partner’s Independent Brand Partner Agreement.

5. Term and termination

This Agreement shall be in force for an initial term of 12 months, commencing from the date of the last signature. Following the initial term, this Agreement shall automatically renew for successive periods of 12 months each (each a "Renewal Term"), unless either party provides written notice of non-renewal.
Upon the expiration of the term or any Renewal Term, all rights and obligations under this Agreement shall cease, except for those provisions that expressly survive termination.
This Agreement shall commence upon the last signing by a Party and may be terminated by either Party upon written notice to the other. If we terminate this Agreement due to breach by you, no further Commission shall be paid to you and we may seek such other relief, equitable and legal, as may be available. If you terminate, the Commission due and owing to you shall be paid as provided herein. Regardless of who terminates, upon termination, any and all rights and licenses granted by us to you shall immediately cease and you shall immediately stop using and remove the Links and the Marks from the Partner Sites.
This Agreement and your LVIBP account will be automatically terminated after 12 months of no activity, including either personal purchases or Referrals with a Completed Transaction. In such cases, your current sponsorship and placement will cease, and a new application must be made to create a new LVIBP account.
If any of the provisions in this Agreement are not followed, the Company reserves the right to order the immediate suspension of Commissions and/or termination of Partner status, as well as to take action for compensation for damages suffered.

6. Compensation for your Referrals

Subject to your compliance with this Agreement, as well as proper installation and use of the Partner Links, you will be compensated based upon the LVIP Compensation Plan.
In line with the LVIP Compensation Plan, the Commission will be offset with respect to each Completed Transaction for which:
the Company issues discounts, credits, or allowances, or
the Customer order is refunded, or
there is a chargeback issued against the Company for any payment previously credited to the Company.
The Company reserves the right to refuse an attempted purchase by any person, in the Company's sole and absolute discretion. You shall have no claim to any Commission based on the Company's decision to not complete a transaction with any person who accesses the Site through the Partner Link.
The earned Commission relative to Completed Transaction shall be payable to you on an in line with the monthly LVIP Commission Schedule on a monthly basis.
All Commissions paid out under this LVIP Program shall be made in currency available in your market as determined by LumiVitae, by the Payout method/s available in the LVIBP Back Office, subject to the Partner providing required Payout details. The Company reserves the right to change the available payout methods at its sole discretion. Any Payout fees associated with transferring or withdrawing the Partner Commissions will be the sole responsibility of the Partner.
Notwithstanding the foregoing, if and to the extent you are required to file or provide certain documentation for tax and other governmental purposes, payment of the Commission may be suspended pending completion of such documentation.

7. Sponsor Changes

To protect the integrity of the LumiVitae Network and Compensation Plan, as well as to discourage unethical cross-recruiting practices, LumiVitae does not allow sponsorship or placement changes, except in very limited and unusual circumstances. In addition, unethical enrolling practices are prohibited and any enrolment found to be non-compliant or unethical will not be maintained. Any request to change sponsorship or placement must be made in writing to LumiVitae via email to partners@lumivitae.com. The request initially will be reviewed and may be approved or denied at LumiVitae’s sole discretion.
Subject to clause 7.1, commission is assigned to the rightful sponsor. In the event of an approved sponsor change after the end of a commission period, there will be no changes to commissions paid previously.

8. Fulfillment and customer information

The Company is solely responsible for processing and fulfillment of all orders of goods and services on the Site, which shall be governed by the terms and conditions established by the Company in its sole and absolute discretion. All information about such orders and the Customers are the sole and exclusive property of the Company.
Additionally, you agree that the Company may collect and process certain information about you.

9. Fraudulent Activity

For the purposes of this Agreement, "Fraudulent Activity" includes, but not limited to, any action taken by the Partner, or a party acting on behalf of the Partner, that is:
intended to artificially inflate the Commissions payable in the Program, and/or
any other action that is intended to deceive or mislead the Company with respect to the true nature of the transactions generated by the Partner or the Partner Network.
The Company will employ measures and tools to monitor and detect Fraudulent Activity. This may include manual reviews, automated tools, or third-party services.
Should the Company suspect any Fraudulent Activity from the Partner, the Company reserves the right to withhold, reduce, or reclaim any Commission earned until a thorough investigation is completed.
In the event of suspected Fraudulent Activity, the Company will promptly notify the Partner. The Partner will cooperate fully with any investigation, including providing any requested information regarding their traffic sources, promotional methods, and any other related documentation, including but not limited to Know Your Customer (KYC) identification documentation.
If an investigation concludes that the Partner has engaged in Fraudulent Activity:

a. All commissions generated through fraudulent activity will be forfeited.

b. The Partner will be liable to repay any commissions received as a result of Fraudulent Activity.

c. The Company may terminate the Partner's participation in the Partner Program, without any liability for future commissions or other compensation.

7. Legal actions may be taken against the Partner for any losses incurred due to fraudulent activity.

8. The Partner agrees to implement best practices and due diligence to prevent any third-party from engaging in Fraudulent Activity on their behalf. This includes regularly monitoring and filtering their traffic sources and staying informed about common fraudulent practices in the industry.

9. Both parties agree to collaborate and share insights and knowledge about potential threats and fraud patterns to enhance the security and integrity of the Partner program.

10. Limited license rights

You may place one or more of the Links on the Partner Site. Links may contain logos, trademarks, service marks (collectively, “Marks”) provided to You by the Company. Pursuant to this Agreement, the Company grants you a limited, non-exclusive, non-transferable and revocable license to display the Links on the Partner Sites or with your Partner network, and nowhere else, subject to the terms and conditions of this Agreement. You may not use the Links or the Marks for any other purpose absent the express written consent of the Company. You may not change, add to or delete from the Links or Marks. You may not use the Marks for any purpose without the Company's express written consent; and you may not use or present the Marks or Links in any manner that suggests the endorsement of or by any other goods, services, persons or entities without the express written consent of the Company. In addition, you agree to not (a) acquire or attempt to acquire, register or attempt to register, make a claim to or in any way use domain names, email addresses, trademarks, service marks, keywords, handles, screen names or other forms of identification incorporating the Marks; or (b) not to use the Marks in a way that suggests that the source of the Partner Site is the Company.
All intellectual property rights in and to the Marks, and any goodwill generated by your use of the Marks shall inure solely to the benefit of the Company.
Upon suspension of this Agreement, the rights granted herein may, in the Company's sole discretion, be suspended.
Upon termination of this Agreement, the rights granted in this section shall automatically terminate.

11. Trademarks, Trade Names, Advertising

As an independent Partner, you are fully responsible for all verbal and written statements made about the products, services, and/or marketing material which are not expressly contained in writing in the present Partner program.

12. Representations and warranties

You represent and warrant that:
You are legally capable and authorized to enter into this Agreement; and, if you represent an entity, all actions necessary to authorize you to enter into this Agreement have been taken.
You have the legal rights to publish and operate the Partner Site.
The Partner Site does not and shall not:
depict anyone less than eighteen (18) years of age;
contain any information which you know or reasonably should know is false;
contain any illegal content according to the laws the Site is subject to;
contain or transmit any apps or programs that are or can be installed or downloaded to a customer’s computer or other device without the Customer’s express and knowing consent as to the exact nature, purpose and function of such apps or programs;
not use the Company's name or the Marks in any form of unsolicited communication, including unsolicited email (spam).

13. Disclaimers

The Company makes no representations or warranties as to the Site. To the maximum extent of the law, the Company disclaims all representations, warranties, and conditions, express and implied, including the warranties of merchantability, fitness for particular purpose, title, and non-infringement. The Site is provided “as is.”

14. Limitation of liability

IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR INDIRECT COSTS OR DAMAGES INCLUDING BUT NOT LIMITED TO THE LOSS OF PROFITS OR BUSINESS OPPORTUNITY, EVEN IF WE HAD BEEN ADVISED OF SUCH POSSIBILITY.
IN NO EVENT SHALL THE LIABILITY OF THE COMPANY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE FEES PAID TO YOU BY THE COMPANY. THIS LIMITATION APPLIES TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES.
For purposes of this section, any reference to “the Company” shall include the Company's affiliates, officers, employees, principals, agents and partners.

15. Confidentiality

You promise and agree to hold Confidential Information in strict confidence and in trust for the sole benefit of the Company, both during the term of this Agreement and at all times thereafter, and shall not use such Confidential Information for any purpose, whether or not for consideration, business or personal, other than as may be reasonably necessary for the performance of its duties pursuant to this Agreement, without the Company's prior written consent. You shall not disclose any Confidential Information to any person or entity, other than to such of its employees or consultants as may be reasonably necessary for purposes of performing its duties hereunder and have executed agreements of confidentiality no less protective than this Agreement, without the Company's prior written consent. You shall use not less than the same degree of care it uses to protect its own Confidential Information, but in any event not less than a reasonable degree of care. For purposes of clarity, your obligations hereunder include taking all actions necessary to ensure that your Partners, employees, and agents and any other person or party who obtains Confidential Information from or as a result of provider abide by the terms of this section in their entirety.
Confidential Information does not include information that (a) is or becomes publicly known through lawful means; (b) was rightfully in provider’s possession or part of your general knowledge prior to the effective date of this Agreement; or (c) is disclosed to you without confidential restriction by a third party who rightfully possesses the information (without confidential restriction) and did not learn of it, directly or indirectly, from the Company.
If you are required to disclose Confidential Information by virtue of a lawful court order, subpoena or similar legal request, you will promptly notify the Company in writing of such requirement and cooperate so that the Company may seek an appropriate protective order. You will not use, copy, publish, distribute or summarize any Confidential Information except as necessary to carry out the activities contemplated herein.

16. Waiver

You expressly and unconditionally waive any and all claims against the Company, regardless the bases upon which such claim(s) may be made, that may be based on, arise in connection with or be related to any of the following acts, circumstances or conditions:
the Site is partially or totally inoperative or inaccessible;
there are bugs, errors or inaccuracies in the Site;
a suspension, termination or other action was taken with respect to your account by the Company even if such suspension, termination or other action resulted in a loss of profits to you;
any claim relating to a change in this Agreement by the Company;
withholdings, deductions or offset in connection with payment of Commission due to applicable tax or currency control restrictions.
For purposes of this section, any reference to “the Company” shall include the Company's Partners, officers, employees, principals, and agents.
No waiver by the Company of any breach by you of any condition or provision of this Agreement shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time, nor shall the failure of or delay by the Company in exercising any right, power, or privilege under this Agreement operate as a waiver to preclude any other or further exercise thereof or the exercise of any other such right, power, or privilege.
You are solely responsible for the security of your Account, and the username and password associated with your Account. You hereby waive and dismiss any claims against us and agree to indemnify, defend and hold us harmless against any unauthorized use of or access to your Account by an unauthorized person using your username and password.
You agree that any dispute you raise shall be as an individual only, not as a class or with or behalf of anyone else. You expressly waive any right to bring a class or collective action, or be a member in a class or collective proceeding. The Company may take any and all actions necessary to dismiss a class or collective actions or claims thereunder.

17. Indemnification

The Company and its Partners, owners, principals, officers, employees and agents shall be referred to, collectively, as “the Company Indemnitees.”
You agree to and shall indemnify, defend (with legal counsel reasonably acceptable to the Company Indemnitees) and hold the Company Indemnitees harmless from and against any and all actions, suits, claims, demands, debts, liabilities, obligations, losses, damages, costs, expenses, penalties or injury (including reasonable attorneys’ fees and costs of any suit related thereto) suffered or incurred by any of them arising from:
any misrepresentation by, or breach of any covenant or warranty of yours contained in this Agreement or any exhibit, certificate, or other agreement or instrument furnished or to be furnished by you hereunder;
any non-fulfillment of any agreement by you under this Agreement;
any suit, action, proceeding, claim or investigation against the Company Indemnitees which arises from or which is based upon or pertaining to your acts or omissions or conduct of business;
failure to comply with the terms of this Agreement by you or your employees and agents;
failure to comply with applicable law by you or your employees and agents;
defamation, libel, violation of privacy rights, unfair competition, or infringement of intellectual property rights or allegations thereof to the extent caused by you or your employees and agents;
failure to pay appropriate taxes for yourself or your employees and agents (including withholding taxes, if any); or
the Partner Site contains or promotes materials that infringe or violate the copyright or other intellectual property rights of any third-parties.
If any lawsuit, enforcement action or any attempt to collect on an alleged liability is filed against the Company Indemnitees, written notice thereof shall be given to you within ten (10) business days after receipt of notice or other date by which action must be taken; provided, however, that the failure of the Company Indemnitees to give timely notice shall not affect its rights to indemnification hereunder except to the extent that you demonstrate damage caused by such failure. After such notice, you shall be entitled, if it so elects, to take control of the defense and investigation of such lawsuit or action and to employ and engage attorneys of its own choice to handle and defend the same, at your reasonable cost and expense. The Company Indemnitees shall cooperate in all reasonable respects, at your cost and expense, with you and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. You shall not, without the prior written consent of the Company Indemnitees, effect any settlement of any proceeding in respect of which the Company Indemnitees is/are a party and indemnity has been sought hereunder unless such settlement of a claim, investigation, suit, or other proceeding only involves a remedy for the payment of money by you and includes an unconditional release of the Company Indemnitees from all liability on claims that are the subject matter of such proceeding.
If you shall have an indemnification, defense and hold harmless obligation, as above provided, and shall fail to assume such obligation, then the Company Indemnitees shall have the right, but not the obligation, to assume and maintain such defense (including reasonable counsel fees and costs of any suit related thereto) and to make any settlement or pay any judgment or verdict as the Company Indemnitees, in its/their sole and absolute discretion, deem necessary or appropriate; such costs of settlement, payment, expense and costs, including reasonable attorneys’ fees, to be reimbursed by you upon demand by the Company Indemnitees.
The Company may deduct or offset or withhold your Commission if the Company, in its sole and absolute discretion, determines that you have committed some act that is likely to result in disputes, chargebacks or damages to the Company to which the Company would be entitled to indemnification by you.

18. Assignment and succession

You may not assign this Agreement. Any attempted assignment or transfer in violation of this subsection will be null and void. Subject to the foregoing restrictions, this Agreement is binding upon and will inure to the benefit of the successors, heirs and permitted assigns of the Parties.
This Agreement shall be binding upon the Parties and their successors, permitted assigns, heirs, Partners, directors, shareholders, officers, employees and/or agents.

19. Dispute resolution

The Switzerland trade law will apply.
Any dispute arising out of or in connection with this agreement, including any question regarding existence, validity, or termination shall be brought before the court of the city of Lausanne.

20. Force Majeure

The Company shall not be responsible or liable for any delay or failure to fulfill any provision of this Agreement if such a delay or failure results directly or indirectly from any act of God, war, riot, insurrection, embargoes, acts of civil or military authorities, fires, floods, explosions, accidents, or any other cause beyond the reasonable control of the Company.

21. Interpretation

You acknowledge and agree that you had sufficient time and opportunity to have this Agreement reviewed by your legal counsel. If this Agreement is ever construed, whether by a court or arbitrator, such court or arbitrator will not construe this Agreement, or any provision hereof, against any party as drafter.
This Agreement is written in English and, notwithstanding the translation or translatability into other languages, the English language version of this Agreement shall be controlling.
The headings used herein are for convenience only and shall not be deemed to define, limit or construe the contents of any provision of this Agreement. The meanings given to terms defined herein will be equally applicable to both the singular and plural forms of such terms. Whenever the context may require, any pronoun includes the corresponding masculine, feminine and neuter forms.

22. Severability

If any provision of this Agreement is unenforceable under any applicable law or is held invalid, such holding shall not affect any other provision hereof, and the defective provision shall, if applicable law permits, be modified and interpreted in a manner that it is enforceable. Otherwise, the offending term or provision shall be omitted and not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

23. Amendments

The Company may modify or amend the terms of this Agreement at any time by posting such changes on the Site and/or notifying you by email. No such amendment shall be effective until at least thirty (30) days after the posting or email notice, whichever occurs first. Notwithstanding any modification, the rights and obligations of the Parties relating to the consideration to be received hereunder and any fees to be charged as between Parties as to any occurrence prior to the effective date of such modification shall remain unchanged by any such modification.

24. Notices

Any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered in Person or sent by registered or certified mail (return receipt requested).
Notices, demands or requests which we or you are required or desire to give the other hereunder shall be deemed to have been properly given for all purposes if (a) hand-delivered to the Party's notice address, (b) delivered to a nationally recognized overnight courier such as FedEx, UPS or DHL to its addressee at such Party's notice address, or (c) delivered via telecopier or facsimile transmission to the Party's facsimile number. Each such notice, demand or request shall be deemed to have been received upon the earlier of (i) actual receipt or refusal by the addressee if hand-delivered in accordance with clause (a) or (b) above, or (ii) the date and time of transmission if sent during business hours in accordance with clause (c) above. The Parties shall notify the other of any change in address, which notification must be at least two business days in advance of it being effective. Notices may be given on behalf of any Party by such Party's legal counsel. For a notice to be valid and effective, an email copy of such shall notice shall be sent concurrently to the addressee’s email. An email notice alone shall be sufficient upon acknowledgment of receipt by the recipient or the recipient’s reply to such email, direct or indirect.

25. Entire Agreement

This Agreement sets forth the entire agreement and understanding between you and the Company relating to the subject matter hereof and thereof and supersedes any prior or contemporaneous discussions, agreements, representations, warranties and other communications between you and the Company, written or oral, to the extent they relate in any way to the subject matter hereof.