Terms & Conditions

TERMS AND CONDITIONS OF USE AGREEMENT

The following demonstrates te= rms and conditions of use (here-in-after referred to as an "Agreement"= ;), applicable to your use of Acme Softech Pvt. Ltd. (hereinafter referred to as "web site"), which promotes business between suppliers and buyers globally. It is an agreement between you as the user(s) of the web site (the "User(s)") and Acme Softech Pvt. Ltd. (hereinafter referred to as "ASPL").

Before you subscribe to and/or begin participating in or using web site, AS= PL believes that user(s) have fully read, understood and accept the agreement.=

If you do not agree to or wish to be bound by agreement= , you may not access or otherwise use the web site.

1. WEBSITE- MERELY A VENUE/PLATFORM<= span lang=3DEN-IN style=3D'font-size:9.0pt;font-family:"Arial","sans-serif";mso-= fareast-font-family: "Times New Roman";mso-fareast-language:EN-IN'>
Web s= ite acts as a mere venue/platform for our members to negotiate/interact for buy= ing, selling and other business services by way of locating companies to trade w= ith, through our on-line exchange.

We do not take part in the actual transaction that takes place between the buyers and sellers and hence are not a party to any contract for sale negotiated between buyers and sellers. All transactions will be the responsibility of the members only. This agreement shall not be deemed to create any partnership, joint venture, or other joint business relationship between ASPL and other party.

2. USER(S) ELIGIBILITY
User(= s) means any individual or business entity/organization that legally operates = in India or in other countries, uses and has the right to use the services provided by ASPL. Our services are available only to those individuals or companies who can form legally binding contracts under the applicable law. Therefore, user(s) must not be a minor as per Indian La= w, i. e. user(s) must be at least 18 years of age = to be eligible to use our services.

ASPL advises its users that while accessing the web site, they must follow/abide by the related laws. ASPL is not responsible for the possible consequences caused by your behaviour during use of web site. ASPL may, in = its sole discretion, refuse the service to anyone at any time. The service is n= ot available to temporarily or indefinitely suspended members of web site.

3. USER(S) AGREEMENT
This agreement applies to user(s) if user(s) are visitors, registered - free or = paid user(s) who access the web site for any purpose. It also applies to any leg= al entity which may be represented by you under actual or apparent authority. User(s) may use this site solely for their own personal or internal purpose= s.

This agreement applies to all ASPL services offered on the web site, collectively with any additional terms and condition that may be applicable= to the specific service used/accessed by user(s).In the event of a conflict or inconsistency between any provision of the terms and conditions mentioned herein with those of the particular service, the provisions of the terms and conditions applicable to such specific services shall prevail.

4. AMENDMENT TO USER(S) AGREEMENT
ASPL = may change, modify, amend, or update this agreement from time to time without a= ny prior notification to user(s) and the amended and restated terms and condit= ions of use shall be effective immediately on posting. If you do not adhere to t= he changes, you must stop using the service. Your continuous use of the service will signify your acceptance of the changed terms.

5. INTELLECTUAL PROPERTY R= IGHTS
ASPL = is the sole owner or lawful licensee of all the rights to the web site and its content. Web site content means its design, layout, text, images, graphics, sound, video etc. The web site content embody tr= ade secrets and intellectual property rights protected under worldwide copyright and other laws. All title, ownership and intellectual property rights in the web site and its content shall remain with Acme Softec= h Pvt. Ltd, its affiliates or licensor's of Acme Softech= Pvt. Ltd content, as the case may be.

All rights, not otherwise claimed under this agr= eement or by Acme Softech Pvt. Ltd, are hereby reserve= d. The information contained in this web site is intended, solely to provide gener= al information for the personal use of the reader, who accepts full responsibi= lity for its use. ASPL does not represent or endorse the accuracy or reliability= of any information, or advertisements (collectively, the "content") contained on, distributed through, or linked, downloaded or accessed from a= ny of the services contained on this web site, or the quality of any products, information or other materials displayed, or obtained by you as a result of= an advertisement or any other information or offer in or in connection with the service.

We accept no responsibility for any errors or omissions, or for the results obtained from the use of this information. All information in this web site= is provided "as is" with no guarantee of completeness, accuracy, timeliness or of the results obtained from the use of this information, and without warranty of any kind, express or implied, including, but not limite= d to warranties of performance, merchantability and fitness for a particular purpose. Nothing herein shall to any extent substitute for the independent investigations and the sound technical and business judgment of the user(s)= . In no event shall ASPL be liable for any direct, indirect, incidental, punitiv= e, or consequential damages of any kind whatsoever with respect to the service, the materials and the products. User(s) of this site must hereby acknowledge that any reliance upon any content shall be at their sole risk.

The information presented here has been compiled from publicly aired and published sources. ASPL respects these sources and is in no way trying to infringe on the respective copyrights or businesses of these entities. ASPL reserves the right, in its sole discretion and without any obligation, to m= ake improvements to, or correct any error or omissions in any portion of the service or the materials.

Copyright
All content on this web site is the copyright of ASPL except the third party content and link to third party web site on our website.

ASPL is not an expert in your intellectual property rights, and we cannot verify that the users of our online marketplace - who post literally tens of thousands of trade leads for items on the website each day - have the right= to sell the goods offered. We will appreciate your assistance in identifying listings which may not appear on their face to infringe your rights but whi= ch you believe are infringing. ASPL is also not an arbiter or judge of disputes about intellectual property rights. By taking down a listing, as a prudenti= al matter, ASPL is not endorsing a claim of infringement. Neither, in those instances in which ASPL declines to take down a listing, is ASPL determining that the listing is not infringing, nor is ASPL endorsing the sale of goods= in such cases.

ASPL respects the intellectual property rights of others, and we expect our user(s) to do the same. We believes that user(s) agree that they will not c= opy, download & reproduce any information, text, images, video clips, directories, files, databases or listings available on or through the web s= ite (the "ASPL content") for the purpose of re-selling or re-distributing, mass mailing (via email, wireless text messages, physical = mail or otherwise), operating a business competing with ASPL, or otherwise commercially exploiting the ASPL content. Systematic retrieval of ASPL cont= ent to create or compile, directly or indirectly, a collection, compilation, database or directory (whether through robots, spiders, automatic devices or manual processes) without written permission from ASPL is prohibited.

In addition, use of the content for any purpose not expressly permitted in = this Agreement is prohibited and may invite legal action. As a condition of your access to and use of ASPL's services, you agree that you will not use the w= eb site service to infringe the intellectual property rights of others in any = way. ASPL reserves the right to terminate the account of a user(s) upon any infringement of the rights of others in conjunction with use of the ASPL service, or if ASPL believes that user(s) conduct is harmful to the interes= ts of ASPL, its affiliates, or other users, or for any other reason in ASPL's = sole discretion, with or without cause.

6. LINKS TO THIRD PARTY SITES
Links= to third party sites are provided by web site as a convenience to user(s) and = ASPL has not have any control over such sites i.e co= ntent and resources provided by them.

ASPL may allow user(s) access to content, products or services offered by t= hird parties through hyper links (in the form of word link, banners, channels or otherwise) to such Third Party's web site. You are cautioned to read such sites' terms and conditions and/or privacy policies before using such sites= in order to be aware of the terms and conditions of your use of such sites. AS= PL believes that user(s) acknowledge that ASPL has no control over such third party's site, does not monitor such sites, and ASPL shall not be responsibl= e or liable to anyone for such third party site, or any content, products or services made available on such a site.

7. TERMINATION
Most content and some of the features on the web site are made available= to visitors free of charge. However, ASPL reserves the right to terminate acce= ss to certain areas or features of the web site (to paying or registered users= ) at any time for any reason, with or without notice. ASPL also reserves the universal right to deny access to particular users to any/all of its services/content without any prior notice/explanation in order to protect t= he interests of ASPL and/or other visitors to the web site. ASPL reserves the right to limit, deny or create different access to the web site and its features with respect to different user(s), or to change any of the feature= s or introduce new features without prior notice.

ASPL withholds the right to temporary or permanent termination of membershi= p of any user for any of the following reasons:

(a) If it concludes that the user(s) have provid= ed any false information in connection with the member account to ASPL, or are eng= aged in fraudulent or illegal activities.

(b) The user(s) breach any provisions of the terms and conditions of use agreement and/or Agreement of web site.

(c) Utilize web site to send spam messages or repeatedly publish the same product information.

(d) Post any material to members that is not rel= ated to international trade or business cooperation.

(e) Impersonate or unlawfully use another companies name to post informatio= n or conduct business of any form

(f) Any unauthorized access, use, modification, = or control of the web site data base, network or related services.

(g) Obtain by any means web site member's user name and/or password.

If ASPL terminates user(s) membership, user(s) will not have the right to r= e-enroll or join ASPL under a new account or name unless formally invited to do so by ASPL. In any case of termination, no membership charges will be refunded. User(s) acknowledge that inability to use the web site wholly or partially for whatever reason may have adverse effect on its business. User(s) hereby agree that in no event shall the web site be liabl= e to the user(s) or any third parties for any inability to use the web site (whe= ther due to disruption, limited access, changes to or termination of any feature= s on the web site or otherwise), any delays, errors or omissions with respect to= any communication or transmission, or any damage (direct, indirect, consequenti= al or otherwise) arising from the use of or inability to use the web site or a= ny of its features.

8. REGISTERED USER(S) <= /span>
To be= come a Registered User(s) there is a proper procedure which is for the convenien= ce of user(s) so that they can easily log-in and log-out.

User(s) can become a Registered User(s) by filling an on-line registration = form on the web site by giving desired information (name, contact information, details of its business, etc.). ASPL will establish an account ("Account") for the user(s) upon registration and assign a user a= lias ("User ID") and password ("Password") for log-in access= to your Account. Web site may or may not assign user(s) upon registration a web-based email/message account with limited storage space to send or recei= ve email/messages. Users will be responsible for the content of all the messag= es communicated through the Email Account, as well as the consequences of any = such message.

If you register on behalf of a business entity, you represent that business entity and (a) you have the authority to bind the entity to terms and condi= tion of use and/or this Agreement; (b) the address you use when registering is t= he principal place of business of such business entity; and (c) all other information submitted to ASPL during the registration process is true, accurate, current and complete. For purposes of this provision, a branch or representative office will not be considered a separate entity and its principal place of business will be deemed to be that of its head office. <= br>
By becoming a Registered User, you consent to the inclusion of your personal data in our on-line database and authorize ASPL to share such information w= ith other user(s). ASPL may refuse registration and deny the membership and associated User ID and Password to any user for whatever reason. Web site m= ay suspend or terminate a Registered membership at = any time without any prior notification in interest of ASPL or general interest= of its visitors/other members without giving any reason thereof. Registered Us= er are not a part or affiliate of ASPL in any way.

9. DATA PROTECTION=
Perso= nal information supplied by user(s) during the use of web site is governed by o= ur privacy policy.

10. POSTING YOUR CONTENT ON WEBSITE
Some of the content displayed on the website is provided or posted by th= ird parties. User(s) can post their content on some of the sections/services of= the web site using the self-help submit and edit tools provided at the respecti= ve section. User(s) may need to register and/or pay for some of these services= .

ASPL in such case is not the author. The content here is contributed by anonymous, registered or paid user(s). Neither ASPL nor any of its affiliat= es, directors, officers or employees has entered into sale agency relationship = with such third party by virtue of our display of the Third Party Content on the website. Any Third Party content is the sole responsibility of the party who has provided the content. ASPL is not responsible for the accuracy, proprie= ty, lawfulness or truthfulness of any Third Party content, and shall not be lia= ble to any user(s) in connection with his/her reliance on such Third Party cont= ent. In addition, ASPL is not responsible for the conduct of user(s) activities = on the web site, and shall not be liable to any person in connection with any damage suffered by any person as a result of any such user's conduct.

User(s) solely represent, warrant and agree to:

(a) provide ASPL with true, accurate, current and complete information to be displayed on the web site and

(b) maintain and promptly amend all information to keep it true, accurate, current and complete.

User(s) hereby grant an irrevocable, perpetual, worldwide and royalty-free, sub-licensable (through multiple tiers) license to ASPL to display and use = all information provided by them in accordance with the purposes set forth in agreement and to exercise the copyright, publicity, and database rights you have in such material or information, in any form of media, third party cop= yrights, trademarks, trade secret rights, patents and other personal or proprietary rights affecting or relating to material or information displayed on the web site, including but not limited to rights of personality and rights of priv= acy, or affecting or relating to products that are offered or displayed on the w= eb site (hereafter referred to as"Third Party Rights").

User(s) hereby represent, warrants and agree that user(s) shall be solely responsible for ensuring that any material or information you post on the w= eb site or provide to web site or authorize the web site to display, does not,= and that the products represented thereby do not, violate any Third Party Right= s, or is posted with the permission of the owner(s) of such rights. User(s) he= reby represent, warrant and agree that they have the right to manufacture, offer, sell, import and distribute the products offered and displayed on the web s= ite, and that such manufacture, offer, sale, importation and/or distribution of those products violates no Third Party Rights.

User(s) hereby represent, warrant and agree that information submitted to A= SPL for display on the web site will not:

·=       =    Contain fraudulent information or make fraudule= nt offers of items or involve the sale or attempted sale of counterfeit or sto= len items or items whose sales and/or marketing is prohibited by applicable law= , or otherwise promote other illegal activities;

·=       =    Be part of a scheme to defraud other User(s) of= the web site or for any other unlawful purpose;

·=       =    Relate to sale of products or services that infringe or otherwise abet or encourage the infringement or violation of any third party's copyright, patent, trademarks, trade secret or other propriet= ary right or rights of publicity or privacy, or any other Third Party Rights; <= o:p>

·=       =    Violate any applicable law, statute, ordinance = or regulation (including without limitation those governing export control, consumer protection, unfair competition, anti-discrimination or false advertising);

·=       =    Be defamatory, libelous, unlawfully threatening or unlawfully harassing;

·=       =    Be obscene or contain or infer any pornography = or sex-related merchandising or any other content or otherwise promotes sexual= ly explicit materials or is otherwise harmful to minors;

·=       =    Promote discrimination based on race, sex, reli= gion, nationality, disability, sexual orientation or age;

·=       =    Contain any material that constitutes unauthori= zed advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal off= ense, give rise to civil liability, or otherwise violate any law or regulation; <= o:p>

·=       =    Solicit business from any User(s) in connection with a commercial activity that competes with ASPL;

·=       =    Contain any computer viruses or other destructi= ve devices and codes that have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or pers= onal information;

·=       =    Link directly or indirectly to or include descriptions of goods or services that are prohibited under the prevailing = law; or

·=       =    Otherwise create any liability for ASPL or its affiliates.

ASPL reserves the right in its sole discretion to remove any material/content/photos/offers displayed on the web site which it reasonably believes is unlawful, could subject ASPL to liability, violates the terms a= nd conditions and/or Agreement or is otherwise found inappropriate in ASPL's opinion. Web site reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the inve= stigation of any suspected criminal or civil wrongdoing.

In connection with any of the foregoing, web site may suspend or terminate = the Account of any User as web site deems appropriate in its sole discretion. User(s) agree that web site shall have no liability to any User(s), includi= ng no liability for consequential or any other damages, in the event web site takes any of the actions mentioned in this Section, and that you agree to b= ear the risk that web site may take such actions.

Web s= ite acts as a content integrator and is not responsible for the information provided by user(s) to be displayed on the web site. ASPL do not have any r= ole in developing the content.

11. INTERACTION BETWEEN USERS
ASPL provides an on-line platform for exchanging information between buyers and suppliers of products and services. Web site does not represent the seller = or the buyer in specific transactions and does not charge any commission for enabling any transaction. Web site does not control and is not liable to or responsible for the quality, safety, lawfulness or availability of the prod= ucts or services offered for sale on the web site or the ability of the supplier= s to complete a sale or the ability of buyers to complete a purchase. User(s) are cautioned that there may be risks of dealing with foreign nationals or peop= le acting under false pretenses. Web site uses sev= eral techniques to verify the accuracy and authenticity of the information our user(s) provide us. However, since it is not possible in all cases and is n= ot 100% fool-proof, ASPL cannot and does not confirm each user(s) purported identity. ASPL encourages use= r(s) to use various tools available on the web site and otherwise, as well as co= mmon sense, to evaluate the user(s) with whom they would like to deal with.

User(s) acknowledge that user(s) fully assume the risks of purchase and sale transactions when using the web site to conduct transactions, and that user= (s) fully assume the risks of liability or harm of any kind in connection with subsequent activity of any kind relating to products or services that are t= he subject of transactions using the web site.

Such risks shall include, but are not limited to, mis<= /span>-representation of products and services, fraudulent schemes, unsatisfactory quality, failu= re to meet specifications, defective or dangerous products, unlawful products, delay or default in delivery or payment, cost mis-calculations, breach of warranty, breach of contract and transportation accidents. Such r= isks also include the risks that the manufacture, importation, distribution, off= er, display, purchase, sale and/or use of products or services offered or displ= ayed on the web site may violate or may be asserted to violate Third Party Right= s, and the risk that you may incur costs of defense or other costs in connection with third parties' assertion of Third Party Righ= ts, or in connection with any claims by any party that they are entitled to def= ence or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants. Such risks also include the risks that consum= ers, other purchasers, end-users of products or others claiming to have suffered injuries or harms relating to product originally obtained by user(s) of the= web site as a result of purchase and sale transactions in connection with using= the web site may suffer harms and/or assert claims arising from their use of su= ch products. All of the foregoing risks are hereafter referred to as "Transaction Risks".

User(s) agree that ASPL shall not be liable or responsible for any damages, liabilities, costs, harms, inconveniences, business disruptions or expendit= ures of any kind that may occur/arise as a result of or in connection with any Transaction Risks. User(s) are solely responsible for all of the terms and conditions of the transactions conducted on, through or as a result of use = of the web site, including, without limitation, terms regarding payment, retur= ns, warranties, shipping, insurance, fees, taxes, title, licenses, fines, permi= ts, handling, transportation and storage. In the event of a dispute with any pa= rty to a transaction, user(s) agrees to release and indemnify ASPL (and our age= nts, affiliates, directors, officers and employees) from all claims, demands, actions, proceedings, costs, expenses and damages (including without limita= tion any actual, special, incidental or consequential damages) arising out of or= in connection with such transaction. User(s) may use the content/features on w= eb site solely for their personal or internal purposes. User(s) agree that they will not use ASPL database and/or services to send junk mail, chain letters= or spamming or the transmission of any unlawful, harassing, libellous, abusive, threatening, harmful, vulgar, obscene or otherwise objectionable material of any kind or nature. Further, as a Registered User, user(s) will not use the Email Account to publish, distribute, transmit or circulate any unsolicited advertising or promotional information or any content that is obscene, indecent, seditious, offensive, defamatory, threatening, or which incites or results in causing racial hatred, discrimination, menace or breach of confidence.

12. LIMITATION OF LIABILITY/DISCLAIMER
The features and services on the web site are provided on an "as is" = and "as available" basis, and web site hereby expressly disclaims any= and all warranties, express or implied, including but not limited to any warran= ties of condition, quality, durability, performance, accuracy, reliability, merchantability or fitness for a particular purpose. All such warranties, representations, conditions, undertakings and terms are hereby excluded. AS= PL makes no representations or warranties about the validity, accuracy, correctness, reliability, quality, stability, co= mpleteness of any information provided on or through the web site. ASPL does not repre= sent or warranty that the manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on t= he web site does not violate any third party rights; and ASPL makes no representations or warranties of any kind concerning any product or service offered or displayed on the web site. Any material downloaded or otherwise obtained through the web site is done at your sole discretion and risk and = you are solely responsible for any damage to your computer system or loss of da= ta that may result from the download of any such material. No advice or information, whether oral or written, obtained by you from web site or thro= ugh or from the web site shall create any warranty not expressly stated herein.=

Under no circumstances shall web site be held liable for an delay or failur= e or disruption of the content or services delivered through the web site result= ing directly or indirectly from acts of nature, forces or causes beyond its reasonable control, including without limitation, Internet failures, comput= er, telecommunications or any other equipment failures, electrical power failur= es, strikes, labor disputes, riots, insurrections, = civil disturbances, shortages of labor or materials, = fires, flood, storms, explosions, Acts of God, natural calamities, war, government= al actions, orders of domestic or foreign courts or tribunals or non-performan= ce of third parties. User(s) hereby agree to indemnify and save web site, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basi= s) which may arise from your use of the web site (including but not limited to= the display of your information on the web site) or from your breach of any of = the terms and conditions of this Agreement. User(s) hereby further agree to indemnify and save web site, its affiliates, directors, officers and employ= ees harmless, from any and all losses, claims, liabilities (including legal cos= ts on a full indemnity basis) which may arise from your breach of any representations and warranties made by you to web site.

User(s) hereby further agree to indemnify and save web site, its affiliates, directors, officers and employees harmless, from any and all losses, claims, liabilities (including legal costs on a full indemnity basis) which may ari= se, directly or indirectly, as a result of any claims asserted by Third Party Rights claimants or other third parties relating to products offered or displayed on the web site. User(s) hereby further agree that web site is not responsible and shall have no liability to it, for any material posted by <= span class=3DGramE>others, including defamatory, offensive or illicit mat= erial and that the risk of damages from such material rests entirely with you. Web site reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with web site in asserting any available defenses.

Web site shall not be liable for any special, direct, indirect, punitive, incidental or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruptio= n, loss of information), whether in contract, negligence, tort, strict liabili= ty or otherwise or any other damages resulting from any of the following:

·=       =    The use or the inability to use the web site; <= o:p>

·=       =    Any defect in goods, samples, data, information= or services purchased or obtained from a User(s) or a third-party service prov= ider through the web site;

·=       =    Violation of Third Party Rights or claims or demands that User(s) manufacture, importation, distribution, offer, display, purchase, sale and/or use of products or services offered or displayed on t= he web site may violate or may be asserted to violate Third Party Rights; or claims by any party that they are entitled to defense<= /span> or indemnification in relation to assertions of rights, demands or claims by Third Party Rights claimants;

·=       =    Unauthorized access by third parties to data or private information of any User(s);

·=       =    Statements or conduct of any User(s) of the web site; or

·=       =    Any matters relating to Premium Services however arising, including negligence.

13. NOTICES
All notices or demands to or upon web site shall be effective if in writing= and shall be duly made when sent to ASPL in the following manner: to Acme Softech Pvt. Ltd, C-70, Sector 2, U.P., INDIA.

All notices or demands to or upon a User(s) shall be effective if either delivered personally, sent by courier, certified mail, by facsimile or emai= l to the last-known correspondence, fax or email address provided by the User(s)= to web site, or by posting such notice or demand on an area of the web site th= at is publicly accessible without a charge.

Notice to a User(s) shall be deemed to be received by such User(s) if and w= hen web site is able to demonstrate that communication, whether in physical or electronic form, has been sent to such User(s), or immediately upon web sit= e's posting such notice on an area of the web site that is publicly accessible without charge.

14. GOVERNING LAW AND DI= SPUTE RESOLUTIONS
Terms= and condition of use agreement and/ or Agreement, Privacy Policy shall be gover= ned in all respect by the laws of Indian Territory. ASPL considers itself and intended to be subject to the jurisdiction only of the Courts of Noida, Uttar Pradesh, India. The parties to this Agre= ement hereby submit to the exclusive jurisdiction of the courts of Noida,Uttar Pradesh, India= .

15. MISCELLANEOUS<= /b>

·=       =    Headings are for reference purposes only and in= no way define, limit, construe or describe the scope or extent of such section= .

·=       =    Web site's failure to enforce any right or fail= ure to act with respect to any breach by a User(s) under these terms and condit= ions will not waive that right nor waives ASPL's right to act with respect with subsequent or similar breaches.

·=       =    Web site shall have the right to assign its obligations and duties in this Agreement and in any agreement relating to any/all of its Services to any person or entity.

·=       =    If any provision of the terms and conditions of= use and/or Agreement is held to be invalid or unenforceable, such provision sha= ll be struck and the remaining provisions shall be enforced.

The above mentioned terms and conditions of use and/or Agreement and the Privacy Policy constitute the en= tire agreement between the User(s) and ASPL with respect to access to and use of= the web site, superseding any prior written or oral agreements in relation to t= he same subject matter herein.