Terms of Service
Welcome to the Othudore Nigeria. Please read and review these terms of agreement carefully, because by accessing or using the services, or by clicking to accept or agree to these terms when this option is presented to you, you agree to be bound by these terms. If you don’t agree to these Terms, do not use the Services.
Changes to Terms or Services
We reserve the right to update or modify these Terms at any time in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Services after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Services anymore. Because the Services are evolving over time, we may change or discontinue all or any part of the Services, at any time and without notice, in our sole discretion.
Who May Use the Services
You may use the Services only if you are 18 years or older, are capable of forming a binding contract with us and are not barred from using the Services under applicable law. By using the Services, you represent and warrant that you are 18 years or older.
Registration and Your Information
Account. If you want to use certain features of the Services, including purchasing products online, you’ll have to create an account (“Account”) on the site and provide your name and email address. Creation of your Account on one of the Sites will enable you to use the features available on any and all of the Sites.
It’s important that you provide us with accurate, complete and up-to-date information for your Account and you agree to update such information, as needed, to keep it accurate, complete and up-to-date. If you don’t, we may suspend or terminate your Account. You agree not to disclose your Account password to anyone and to notify us immediately of any unauthorized use of your Account. You’re responsible for all activities that occur under your Account, whether or not you know about them.
Subscription. You’ll be able to subscribe to our mailing list to receive emails and updates from the Services by providing us with your email address.
How the Services Work
We make available an online platform that allows you to purchase products, mainly furniture and accessories (“Products”). Through the Services you will be able to browse our Products and place orders.
We will provide an email or other form of confirmation after receipt of your purchase order. Your receipt of an order confirmation merely confirms our receipt of your order and neither indicates our acceptance of your order nor confirms our offer to sell. We reserve the right to refuse or limit any order you place with us. We may also, in our sole discretion, limit or cancel quantities purchased per person, household or order. These restrictions may include orders placed by or under the same Account, Method of Payment (as defined below), email address, and/or using the same billing and/or shipping address. We also reserve the right to limit or prohibit orders that, in our sole judgment, appear to be placed by dealers, resellers or distributors. In the event we make a change to or cancel an order, we will attempt to notify you by contacting the email address provided at the time the order was made. If we cancel all or any part of your order after your Method of Payment has been charged, we will refund the billed amount.
Shipment Confirmation and Delivery
All orders are subject to acceptance by us, and we will confirm such acceptance by sending you an email confirming the Products have been shipped. You may choose the method of shipment and timing of delivery for Products you order if more than one method is available, and you will be charged shipping and handling charges accordingly based on your choice. We will not be held liable for deliveries that are delayed due to events that are beyond our control. However, we will work with you to ensure a smooth delivery.
The prices displayed for Products available for purchase via the Services represent the applicable retail prices, and do not include taxes, shipping or handling charges (to the extent applicable). Any applicable taxes, shipping or handling charges will be communicated to you before you place an order. The prices displayed on the Services are quoted in Nigerian Naira. Products in your shopping cart reflect the current price displayed on the Product’s details page. Please note that this price may differ from the price displayed when the Product was first placed in your shopping cart.
By submitting an order through the Services, you agree to pay in advance the price of the Product(s) ordered, plus any applicable taxes, shipping and handling and/or other charges. Payment may be made by credit card or any other method of payment we may make available to you (each, a “Method of Payment”). In order to make a payment, you must provide us with valid credit card and/or other billing information and authorize us (or any third party payment service provider engaged by us) to charge your Method of Payment for all orders placed and accepted via the Services.
Cancellation, Return and Exchange Policies
Cancellation, return and exchange policies are available to you via the Services. If a Product is not what you expected it to be, please review such policies to learn how and when you may return or exchange a Product purchased via the Services. You agree that any applicable shipping and/or handling charges are non-refundable.
Most Products displayed on the Services are available exclusively online through the Services. These Products may have limited quantities and, because of their limited availability, stock will not and cannot be refreshed. When a Product featured on the Services is no longer in stock, we use our best efforts to remove such Product from the Services in a timely manner. Should you have any questions concerning the availability of a particular Product, please contact our Customer at +2348107922993 (For questions about Othudore products)
Errors, Inaccuracies and Omissions
We make every effort to present the most recent, accurate, and reliable information on the Services at all times. However, occasionally there may be information on the Services that contains typographical errors, inaccuracies, or omissions that may relate to Product descriptions, pricing, promotions, offers, and availability. Any errors are wholly unintentional and we reserve the right to amend errors or to update Product information at any time without prior notice. In the event a Product is listed at an incorrect price due to photographical error, typographical error or any other error in pricing information, we reserve the right to refuse or cancel any orders placed for any Product listed at the incorrect price. We reserve the right to refuse or cancel any such orders whether or not the order has been confirmed and your Method of Payment charged. If your Method of Payment has already been charged for the purchase and your order is cancelled, we will issue a credit to your Method of Payment in the amount of the incorrect price.
We have made every effort to display as accurately as possible the colors of Products that appear on the Services. However, because the color display may vary according to the monitor used to view the Services, we cannot guarantee that the color of the Product you see on the Services matches the actual Product color.
Cancellation of Orders
We reserve the right to cancel, modify or suspend any order placed if we determine in our sole discretion that a user has violated these Terms, including by engaging in any fraudulent or misleading activity (for example, by using false names, multiple identities, multiple email accounts or email addresses, impersonating another person or otherwise providing false or misleading information), or if we believe, in our sole discretion, that a user’s conduct violates applicable law or is harmful to our interests.
Alerts and Notifications
As part of the Services, you may receive notifications, alerts, emails, or other types of messages regarding the Services (for example, order confirmations, shipment confirmations and/or delivery information). We may also periodically send you emails that directly promote the Services and Products (for example, new Product offerings or features we provide, recommendations, special discounts or promotions). When you receive such promotional emails from us you will have the opportunity to “opt-out” by following the unsubscribe instructions provided in the email you receive.
We welcome feedback, comments and suggestions for improvements to the Services (“Feedback”). You can submit Feedback for Othudore products by email at email@example.com
Or by calling +2348107922993, or through our website at www.othudore.com .
You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sub licensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.
Content and Content Rights
For purposes of these Terms: (i) “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Services; and (ii) “User Content” means any Content that Account holders (including you) provide to be made available through the Services or transmit to us through the Services (including by email). Content includes without limitation User Content.
Content Ownership, Responsibility and Removal
Othudore does not claim any ownership rights in any User Content and nothing in these Terms will be deemed to restrict any rights that you may have to use and exploit your User Content. Subject to the foregoing, Othudore and/or its licensors exclusively own all right, title and interest in and to the Services and Content (other than User Content), including all associated intellectual property rights. You acknowledge and agree that the Services and Content are protected by copyright, trademark, and other laws of Nigeria and foreign countries. OTHUDORE, OTHUDORE and all related names, logos, product and service names, designs and slogans are trademarks of Othudore and/or its licensors. You must not use such marks without the prior written permission of Othudore. All other names, logos, product and service names, designs and/or slogans on the Sites are the trademarks of their respective owners. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or Content.
Rights in User Content Granted by You
By making any User Content available through the Services, you hereby grant to Othudore a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, transferable and sublicenseable license to use, copy, modify, create derivative works based upon, publicly display, publicly perform and distribute your User Content in connection with operating and providing the Services and Content to you and to other Account holders.
You are solely responsible for all your User Content. You represent and warrant that you own all your User Content or you have all rights that are necessary to grant us the license rights in your User Content under these Terms. You also represent and warrant that neither your User Content, nor your use and provision of your User Content to be made available through the Services, nor any use of your User Content by us on or through the Services will infringe, misappropriate or violate a third party’s intellectual property rights or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
Any and all User Content that you make available through the Services shall be deemed non-confidential and non-proprietary. We are not responsible or liable for the removal or deletion of (or the failure to remove or delete) any of your User Content.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Services. YOU WAIVE AND HOLD HARMLESS OTHUDORE, ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY SUCH PARTY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER SUCH PARTY OR LAW ENFORCEMENT AUTHORITIES.
Rights in Content Granted by Othudore
Subject to your compliance with these Terms, Othudore grants you a limited, non-exclusive, non-transferable, non-sub licensable license to view and print the Content solely in connection with your permitted use of the Services and solely for your personal and non-commercial purposes.
The Services may be used only for lawful purposes and in accordance with these Terms. You agree you will not use the Services to:
Violations of system or network security may result in civil or criminal liability. Othudore may investigate occurrences and may involve, and cooperate with, law enforcement authorities in prosecuting any user or users who are involved in such violations. You are prohibited from violating or attempting to violate the security of the Services and you agree not to do any of the following:
Links to Third-Party Websites or Resources
The Services may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
Accessing the Services and Account Security
We reserve the right, at any time in our sole discretion and without notice to you, to modify, suspend or discontinue the Services and Content. We may also impose rules for and limits on use of the Services or restrict your access to part or all of the Services without notice or penalty. You agree that we will not be liable to you or to any third party for any modification, suspension or discontinuance of any Services or Content.
We may terminate your access to and use of the Services, in our sole discretion, at any time and without notice to you. You may cancel your Account at any time by sending an email to us at
or calling +2348107922993(for Othudore or Othudore accounts), or by emailing.
Your use of the Services and Content and your purchase of Products are at your sole risk. THE SERVICES, CONTENT AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, OTHUDORE EXPLICITY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH REGARD TO THE SERVICES, CONTENT AND PRODUCTS, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Services or Products will meet your requirements or that the Services will be available on an uninterrupted, secure, or error-free basis. Othudore makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content, including but not limited to the availability and/or pricing of Products sold via the Services. NO ADVICE, RESULTS OR INFORMATION, OR MATERIALS WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. IF YOU ARE DISSATISFIED WITH THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE USING SUCH SERVICES.
You agree to indemnify, defend, and hold harmless Othudore, its affiliates, licensees, successors and assigns, and any of their respective directors, officers, employees, and agents from and against all claims, liabilities, damages, expenses and costs (including reasonable attorneys' fees) arising out of or related to or in connection with (i) your access to and use of the Services; (ii) your User Content; or (iii) your violation of these Terms.
Limitation of Liability
IN NO EVENT SHALL OTHUDORE, ITS AFFILIATES, LICENSEES, SUCCESSORS AND ASSIGNS, OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR CONTENT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOSS OF REVENUE OR ANTICIPATED PROFITS, LOST BUSINESS, DATA OR SALES OR ANY OTHER TYPE OF DAMAGE, TANGIBLE OR INTANGIBLE IN NATURE, OR SERVICE INTERRUPTION OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, PRODUCTS OR THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT OR TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, WHETHER OR NOT OTHUDORE OR SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
IN NO EVENT WILL OTHUDORE’ TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR SITE CONTENT EXCEED THE AMOUNTS YOU HAVE PAID TO OTHUDORE IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILTY, IF ANY, OR FIVE THOUSAND NAIRA (N5000), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO OTHUDORE, AS APPLICABLE.
IF THERE IS A PROBLEM WITH A PRODUCT YOU HAVE PURCHASED THROUGH THE SERVICES, YOU AGREE THAT YOUR SOLE REMEDY IS TO SEEK A RETURN AND REFUND FOR SUCH PRODUCT IN ACCORDANCE WITH OUR REFUND AND EXCHANGE POLICY.
THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN OTHUDORE AND YOU.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
We control and operate the Services from Nigeria, and all information is processed within Nigeria. We do not represent that Content on the Services is appropriate or available for use in other locations. You agree to comply with all applicable laws, rules and regulations in connection with your use of the Services.
Software, if any, that may be downloaded from the Services is subject to export controls under the laws and regulations of Nigeria. By visiting and using any of the Services, you acknowledge that you are not a national of, or resident within, any of the countries that are subject to trade embargo under these laws and regulations or listed on any of Nigeria government's lists of prohibited and restricted parties.
You agree that any dispute arising between you and Othudore will be governed by the arbitration procedure outlined below.
Informal Dispute Resolution
We want to address your concerns without the need to initiate a formal legal case. In the event of a dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, or the use of the Services or Content (collectively, a “Dispute”), you and Othudore agree to try to resolve such Dispute informally by first sending a notice to the other clearly marked “Notice of Dispute” and containing a brief written statement setting forth the name, address, and contact information of the party giving it, the facts giving rise to the Dispute and the relief requested. You must send any such notice to Othudore at firstname.lastname@example.org.
We will contact you via email at the address specified in any such notice or the address we have on file for your Account. You and Othudore agree to use reasonable, good faith efforts to settle any Dispute through consultation and good faith negotiations within thirty (30) days of submission of such notice. If a Dispute is not resolved within thirty (30) days of such submission, you or Othudore may resort to the other alternatives described in this section.
Agreement to Arbitrate
In the event that any Dispute is unresolved through informal discussions within thirty (30) days as described above, you and Othudore agree to resolve such Dispute through final and binding arbitration, except as set forth under “Exceptions to Agreement” to Arbitrate below.
Opt-out of Agreement to Arbitrate
You can decline this agreement to arbitrate by contacting info@Othudore.com within thirty (30) days of your first use of any of the Sites and stating that you decline this arbitration agreement. If you have an account on any of the Sites, the opt-out notice must include the email address we have on file for that account.
These Terms constitute the entire agreement between you and Othudore, govern your use of the Services, and supersede any prior agreements between you and Othudore. You may also be subject to additional terms and conditions that are applicable to certain parts of the Services. You may not assign or transfer these Terms, by operation of law or otherwise, without Othudore’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Othudore may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. The section titles in these Terms are for convenience only and have no legal or contractual effect.
You agree that no joint venture, partnership, employment, or agency relationship exists between Othudore and you as a result of these Terms or your use of the Services.
The failure of Othudore to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. The invalidity of any term, condition or provision in these Terms shall not affect the enforceability of those portions of these Terms deemed enforceable by applicable courts of law.
If you have any questions about these Terms or the Services, please contact us at info@Othudore.com.
OTHUDORE CONSIGNMENT TERMS OF AGREEMENT
The consignment arm of our services ensures you earn money for your no longer needed items, or items you’ve had in store but aren’t relevant to your immediate needs.
These items will be sold primarily via our e commerce site and also via our physical retails stores. You can send these items to our warehouse or drop them off at a centre close to your location.
THE AGREEMENT MAY BE AMENDED AT ANY TIME BY POSTING THE AMENDED TERMS. EXCEPT AS STATED BELOW, THE AMENDED TERMS WILL AUTOMATICALLY BE EFFECTIVE IMMEDIATELY AFTER THEY ARE POSTED.
THERE IS NO GUARANTEE THAT YOUR ITEM WILL BE LISTED OR THAT YOUR ITEM WILL SELL.
YOUR REPRESENTATIONS AND WARRANTIES
I ___________________________ hereby declare that 1) I am are over the age of eighteen (18); 2) I am the lawful owner of each Item I am consigning and have all the necessary right, title, and authorization to consign such Item and permit the us to offer, sell, and deliver the Item to any third party; and (C) my Items are not counterfeit and do not infringe the proprietary rights, including, without limitation, copyrights, patents, domain names, trademark rights or any other intellectual property rights, of any third party.
If you breach any of the above representations and warranties, you may be ineligible to sell your items via our channels. We reserve the right to suspend or remove an item from our website and retail stores, if an item is reported by a third party as infringing the proprietary or intellectual property rights of such third party.
ITEMS ELIGIBLE FOR THE CONSIGNMENT PROGRAM
Items eligible for the consignment program include home and office furniture/appliances.
Bed, lamp, wardrobe, chest of drawers, bedside table, clocks, curtain, blinds, rug, carpet, arm chair, sofa, cushion, television set, bookcase, wall art, bookshelf, small size refrigerator, cupboard, table, chair, cooker, stool, dishwashers.
Tables, printers, computers, chairs, lobby furniture, desk chairs, conference room tables, security cameras, bookshelf, coffeemaker, server equipment, wall mounted shelves, picture frames, whiteboards etc.
LIABILITY FOR LOSS OR DAMAGE
Items will be insured by us during transport and storage at our facility while the Item is in our possession. You will be reimbursed for any Item that is lost, damaged or stolen while in our possession. While items are stored at a retail drop-off centre, the retailer is responsible for any loss or damage of your Items.
Othudore or the drop off retailer’s aggregate liability to you or any third party in any circumstance for each Item is limited 20% the selling price on the market for that or a similar item.
We shall not be responsible for any loss or damage to Items resulting from the following:
Othudore only accepts responsibility for the Items it receives. If you believe your item was lost, damaged or stolen then please contact us at +2348107922993 or email@example.com.
WHAT DETERMINES HOW MUCH YOUR ITEMS SELL FOR?
Your item will typically be sold for 40% of the market value for the item using insights from the market.
The price of an item will be dropped if there is little or no demand for the item.
You can decide to withdraw an item at any time you wish provided it hasn’t yet been sold.
WHAT HAPPENS IF YOUR ITEMS SELL?
If your Items sell, We will send a payment to your bank account details for between 60% and 80% of the sale proceeds (excludes tax and shipping) of your sold Items, depending on the final sale price of each Item, no later than 7 days after all your Items are sold and paid for.
We will be responsible for shipping your Items to the buyer. If the buyer returns an Item, that Item will be the property of the Othudore and we will decide what to do with the Item. You will generally not be asked to return any payment in case of the return of an Item by a buyer, except in cases of your breach of the representations and warranties above (including, without limitation, if your Item was counterfeit, stolen or non-functional).
WHAT HAPPENS IF YOUR ITEM(S) DO NOT SELL/ARE NOT SELLABLE?
If your item does not sell in the stipulated turnaround time (An average of one 1 month), we will notify you.
You can either pick up your item from our warehouse or drop off retail location or we can ship your items back to you at a standard price based on your location.
Othudore gets a commission of 40% or more from the sale of your item. As noted above, you will receive 60% of the proceeds from the sale of your Items depending on the final sale price of each Item. The fees for the Program may change from time to time and will be published as part of these terms.
Othudore will collect your name, address, phone number, email address and bank details. Your personal information will be used only to provide you the services and any additional services you request.
We will not use your personal information to third parties for our marketing purposes without your explicit consent. we may combine your information with information collected from other companies and use it to improve and personalize services and advertising.
BREACH OF AGREEMENT
Without limiting other remedies, we may immediately terminate the services, and refuse to provide future services to you if: (A) you breach this Agreement, (B) we believe that your actions may cause financial loss or legal liability to you (D) we suspect that you (by conviction, settlement, insurance or escrow investigation, or otherwise) have engaged in fraudulent activity in connection with the Item(s).
You agree to indemnify and hold us and our respective officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due, connected to, or arising out of your breach of this agreement, or your violation of any law or the rights of any third party.
We provide these services "as is" and “as available” and without any warranty, condition or representation as to the Services, of any kind, express, implied or statutory. We specifically DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold us responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, consequential, or punitive damages) resulting directly or indirectly from our services.
This Agreement will be governed in all respects by the laws of the Federal Republic of Nigeria. All notices or requests pertaining to this Agreement will be in writing and will be sent by email, facsimile or recognized commercial overnight courier. Notices will be deemed received upon receipt of written continuation of transmission when sent by facsimile or signing for receipt of delivery if sent by overnight courier. Notices will be sent to you at the addresses provided. The failure of either party to require performance by the other party of any provision hereof will not affect the full right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provision hereof be taken or held to be a waiver of the provision itself. In the event that any provision of this Agreement will be unenforceable or invalid under any applicable law or be so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole and in such event, such provisions will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement supersedes, and the terms of this Agreement govern, any prior or collateral agreements with respect to the subject matter hereof.
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