The Rewards Affiliates Program (“Affiliate Program”), is operated by ITS Limited a company registered under the laws of the British Virgin Islands (company number 363007) located at Palm Grove house P.O Box 438, Road Town Tortola, British Virgin Islands (“Rewards Affiliates”, “we”, “us” or “our”).

By completing and submitting the application form on the Rewards Affiliates website at www.rewardsaffiliates.com, you (“Affiliate”, “you” or “your”) accept the terms and conditions of this Agreement (“Agreement”) and agree to be bound by it.

1. Commission Options
   1. Rewards Affiliates will pay you a commission for players who register an account at one of our Group Member's websites (the "Sites") through your referral link (a "Player"), depending on which one of the following options you choose. At the time of joining the Affiliate Program, you must nominate which option you have chosen.
      1. Option number 1: $50 CPA Model

         $50 for every referral who signs up and deposits $100. We will pay you a onetime fixed fee of $50 for each new Player you have referred that has opened an account at one of the Sites and made an initial deposit of $100 or more.

      2. Option number 2: Wager Model

         Percentage of revenue the Player you refer wagers at one of the Sites. On this payment model you will earn 35% of the margin on each game type per bet generated by a Player, regardless of win or loss.

         Wager model commission will be calculated in the following way:

         Net Commission = (Game margin * 35%) – 35% of applicable gaming taxes and fees

         Game margins can be found below:

         	Margin	Payout
         Table Non Blackjack	2.57%	0.90%
         Slots	3.71%	1.30%
         Video Poker	0.94%	0.33%
         Blackjack	1.26%	0.44%

         A further breakdown of the Wager Model can be found here.

      3. Option number 3: Revenue Share Model

         Tiered Revenue Share. Revenue will be calculated based on the following levels:

         Number of New Purchasing Players	Commission %
         0 - 10	25%
         11 - 20	30%
         21+	35%

         Revenue Share will be calculated in the following way:

         (Casino Profit) x Commission Percentage = (Total Loss – Total Payouts – Non-Cash Items – Applicable gaming taxes and gaming fees) x Commission Percentage

         "Total Loss" refers to combined total loss at all casino brands.

         "Non-Cash Items" refers to the value of free credits or bonus money handed out to players by the casino or any other direct costs incurred to maintain the loyalty of a Player.

         The Tiered Revenue Share Model does not carryover negative balances due to player wins, and is available only on new accounts.

         Number of purchasing players is not accumulative and resets at the beginning of each month for all players.

   2. In the event you negotiate a tailored commission option with us, should you fail to adhere to the terms agreed between us in writing, you will be reverted to the prior commission model you were on before switching to a tailored commission and you will be paid the commission rate of such prior commission model for all Players referred under the tailored commission option.
   3. You will not be permitted to switch from the Revenue Share Model to the Wager Model and vice versa, unless authorised by Rewards Affiliates in writing. An affiliate can however have a Wager Model account as well as a Revenue Share Model account.
   4. Webmaster Referral Commission: 5% sub-affiliate commission will be paid to you based on the Net Commission (as defined in Section 1.1 and related subsections) from players sent by Webmasters that you refer to us directly.
   5. We reserve the right to implement a thirty (30) day rollover period for any large jackpot wins.
   6. The Rewards Affiliates tracking system will be the sole method for determining the payments and will be binding on both parties.
   7. We will provide you with a password and login name for up to the minute monitoring. Please note that any data displayed in your account intended for informational purposes only, on an "as-is" basis and is not to be relied upon for any other purpose, including for payment. Such data is provided on a dynamic basis and may change. In case of discrepancy between the data provided through your account and our records, our records shall take precedence.
2. Payment
   1. All payments and amounts mentioned in this Agreement are in US Dollars.
   2. Subject to the identification requirements outlined in paragraph 2.8, we will send payment by the 7th of each month, however, the date of receipt is determined by multiple factors and, as such, we will not be held responsible for processing times after the fact. No transfer for less than $200 will be issued (unless you request that we close your account) so the amount will be carried over to the next payment period.
   3. If you choose the $50 CPA Model and the majority of your referrals are promotional hoppers (identified as Players who only play for a small amount of bets and then cash out with all or part of the promotional bonus either within or outside of the promotional rules), we reserve the right to fully pay you in accordance with option 1 for the first casino account registered by a Player only, and switch you to payment option 2 and pay you from the date of switching over a percentage of the Player's wagering in accordance with the terms and conditions. In this event, any Player you already received commission for under payment option 1 will not be included in your ongoing commission outlined in payment option 2.
   4. If you choose the 35% Wager Model commission option and your account is found to only be sending Players who have an extremely high bonus to purchase ratio, i.e. where the bonuses are more than 500% of the deposit amount, or only claiming no deposit bonus offers, we reserve the right to automatically switch you to commission option 3 being Tiered Revenue Share Model. This change will be retroactive and your account will be adjusted to reflect the change for the whole month in which the change has occurred and thereafter.
   5. Applicable gaming taxes and fees will be removed prior to the calculation of the affiliate earnings.
   6. You are responsible for payment of all taxes due under any Applicable Laws on commission payments and referral fees made to you by us.

      For the purposes of this Agreement “Applicable Laws” shall mean all applicable laws, directives, regulations, rules, mandatory codes of practice and/or conduct, judgments, judicial orders, ordinances and decrees imposed by law or any competent governmental or regulatory authority or agency.

   7. You are responsible for ensuring that all payee information is up to date in the Affiliate Program system. Rewards Affiliates assumes no responsibility for any lost or stolen payments. You are responsible for keeping all information up to date, including postal and email addresses, name, payment information, or any other personal information that will impact the ability to issue a valid commission payment. You agree to log in once per month to the Affiliate Program system to confirm your payee information is up-to-date. Failure to adhere will result in your payment being held.
   8. We reserve the right to request any information and documentation from you for financial due diligence purposes. Such documents typically include an identity card, certificate of incorporation or anything analogous thereto and proof of address. If deemed necessary, we may request that the said document copies are notarized by a Public Notary. In the event that our request for documents are not completed or if we suspect that they have been tampered with, or are in any way provided to mislead or misrepresent – we shall be under no obligation to accept such documents as valid and we may reject your application or terminate this Agreement with immediate effect.
   9. You acknowledge and agree that: (i) discrepancies may occur with respect to the calculation of the number of Players referred through mobile devices, and you waive any or all claims against us or our designated appointee in this regard, and (ii) you will not be paid any payments with respect to blocked Players or Players that were not promptly verified in accordance with applicable regulatory requirements.
   10. We reserve the right to request that you provide us with written documentation verifying all your beneficiaries and payment account at any time, including upon registration and when any change is made relating to your payment account. We are not obligated to make any payments until verification is completed to our satisfaction. If we believe at our sole discretion that you have failed to provide us with such verification, we retain the right to terminate this Agreement immediately and you shall not be entitled to receive any commissions which have accrued to your benefit at such time or thereafter.
   11. Without derogating from our rights under this Agreement and/or by law, we may set off any amount which you owe to Rewards Affiliates pursuant to this Agreement and/or by law from any sum that you are entitled to receive from Rewards Affiliates, from whatever source.
   12. We shall not be liable to you in any amount whatsoever for late payments due to technical, third party or any other unforeseen events.
   13. We reserve the right to change the commission payment schedules and methods of calculation at any time, in our sole discretion as to, but not limited to, allow for changes in the market. We will notify you of any such change, by publishing the new version of this Agreement on our website.
3. Marketing, Intellectual Property Rights
   1. In the event of your acceptance to the Affiliate Program, we will make available to you, banner advertisements, button links, text links and other links as determined by Rewards Affiliates (the “Marketing Materials”) shall link to the Rewards Affiliates Group Members' sites or applications (the “Sites”), which you may display on your Affiliate sites, provided you abide by the terms and conditions of this Agreement.

      For the purposes of this Agreement "Group Members" means any entity directly or indirectly controlling, controlled by, or under common control with Rewards Affiliates. For the purpose of this definition, "control" (including, with correlative meanings, the terms "controlling", "controlled by" and "under common control with") means the power to manage or direct the affairs of the entity in question, whether by ownership of voting securities, by contract or otherwise.

   2. In the event of your acceptance to the Affiliate Program, we shall grant you a non-assignable and non-transferable, non-exclusive, revocable license to place the Marketing Materials on your Affiliate websites during the term of this Agreement, and solely in connection with the Marketing Materials, to use our and our Group Members' logos, trade names, trademarks, service marks and similar identifying material (collectively, “Licensed Materials”), solely for the purpose of promoting the Sites. You may not sub-license, assign or otherwise transfer the license.
   3. You are not permitted to alter, modify or change the Licensed Material in any way whatsoever. You may not use any Licensed Materials for purposes other than promoting the Sites, and in any event, you may not use the Licensed Material without first submitting a sample of such use to us and receiving our prior written consent. You are not permitted to use the Licensed Materials in any manner that is disparaging or that otherwise portrays Rewards Affiliates or anyone else negatively.
   4. You must not copy the look and feel, the design and/or other distinguishing features of any brand associated with the Rewards Affiliates Group Members or give the impression that any website used or owned by you is the casino itself. This includes, but is not limited to: brand bidding, registering or using domains containing Casino Rewards brand names. We reserve the right to not pay commission on any Players who are referred using any activity considered in breach of this term.
   5. You must not acquire, purchase, register or be associated to any activity which results in the utilisation of keywords, search terms, other identifiers for use in search engines, portals, social networks, sponsored advertising or other referral service which are identical or similar to any of Rewards Affiliates Group Members’ trademarks or brand names. Furthermore, you must also not acquire, purchase or register keywords, search terms, or other identifiers associated with the fraudulent activity known as ‘phishing’, including, but not limited to the following phrases, or deviations thereof; Casino Brand Login, Casino Brand login / sign in here.
   6. We and our Group Members (as applicable) reserve all of the intellectual property rights in the Licensed Materials. We may revoke your license to use the Licensed Materials at any time by written notice to you, whereupon you shall immediately destroy or deliver up to us all such materials that are in your possession. You acknowledge that, except for the license which may be granted to you in connection hereto, you have not acquired and will not acquire any right, interest or title to the Licensed Materials by reason of this Agreement or your activities hereunder. The aforementioned license shall terminate upon the termination of this Agreement.
   7. You will not market or promote the Sites or use any of the Licensed Materials on any website, software, application or portal which infringes upon the intellectual property rights of any third party.
   8. You shall use your best efforts to ensure that the Marketing Materials are up to date at all times, including prompt compliance with any requests by us to remove and/or update any Marketing Materials.
   9. You undertake to immediately comply with all instructions and guidelines provided by us or in relation to your activities in marketing and promoting the Sites including, without limitation, any instruction received from us requesting you to post Licensed Materials regarding new features and promotions on the Sites. If you are in breach of the foregoing, we reserve the right to immediately terminate this Agreement and your participation in the Affiliate Program.
4. General Terms
   1. In the event that your referred Players chargeback and you have been paid commission on these funds we reserve the right to deduct that cost from your future earnings.
   2. You shall bear all costs and expenses incurred in connection with your advertising and promotion of the Sites. You may not assign or sub-contract any of your rights under this Agreement without our prior written consent.
   3. We reserve the right, at our sole discretion, to immediately cease any or all marketing efforts in certain jurisdictions and you shall immediately cease marketing to persons in such jurisdictions. We will not be liable to pay you any commission which would have otherwise been payable to you under this Agreement in respect of such jurisdictions.
   4. You hereby acknowledge that your conduct as an affiliate has the potential to cause substantial damage to us and our Group Members (including any of our directors, officers, employees and agents), as well as our reputation and goodwill and you undertake that at all times to consider the goodwill and reputation of all of the foregoing and to act in an appropriate manner.
   5. You shall provide such information to us (and co-operate with all requests and investigations) as we may reasonably require in order to satisfy any information reporting, disclosure and other related obligations to any Regulator from time to time, and shall co-operate with all such Regulators directly or through Rewards Affiliates, as required by us.

      For the purpose of this Agreement "Regulator" shall mean any governmental, regulatory and administrative authorities, agencies, commissions, boards, bodies and officials or other regulatory body or agency that has jurisdiction over (or is responsible for or involved in the regulation of) Rewards Affiliates or any ITS Group Member from time to time.

   6. An affiliate is an autonomous controller of the personal data that he processes. Thus, he must observe all applicable directives, laws and regulations applicable to the use of cookies or the use, processing, storage and transfer of personal data, included but not limited to the EU General Data Protection Regulation 2016/679 (GDPR), the EU Privacy and the Electronic Communications Directive 2002/58/EC (ePrivacy Directive), or any implementing or related legislation of any member state in the EEA.

      Any electronic messages or other communications sent by Affiliate, or caused to be sent by Affiliate, shall be free of Spam and in full compliance with all regulations related to the sending of commercial electronic messages, included but not limited to the GDPR and the ePrivacy Directive.

5. Restrictions, Fraud
   1. We do not allow traffic from spamming or listing on newsgroups and other forms of unwanted correspondence, or any other fraudulent method. In the event any of the above conditions exist, we will invalidate all current traffic and terminate your account without notice and without payment. Please review our Anti-Spam Policy.
   2. In the event that we detect any sort of mechanism that falsely generates traffic to the Sites, we will invalidate all previous traffic, and terminate the Affiliate account without further payment. Even if you have not knowingly generated such traffic, we reserve the right to withhold commissions with respect to such traffic.
   3. If you or any of your Players participate in any activity deemed to be fraudulent or illegal, we will prosecute the person responsible for such activity to the fullest extent of the law.
   4. In the event we receive a complaint that you have been engaging in any sending spam messages or unsolicited messages, you hereby agree that we may provide to the party making the complaint any details required for the complaining party to contact you directly in order for you to resolve the complaint. You hereby warrant and undertake that you will immediately cease engaging in sending spam or unsolicited messages and make every effort to resolve the complaint. In addition, we reserve all of our rights in this matter including without limitation the right to immediately terminate this Agreement and your participation in the Affiliate Program and to set off or charge you for all claims, damages, expenses, costs or fines incurred or suffered by us or any Rewards Affiliates Group Member in relation to this matter. Nothing stated or omitted herein shall in any manner prejudice any of such rights.
   5. You must not engage in any advertising, marketing or promotional efforts which violate any law, is published on copyright infringing sites, or that could reflect negatively upon our business reputation. In addition to this, any advertising or marketing by the Affiliate must be compliant with the UK Advertising Codes (Committee of Advertising Practice (CAP) and Broadcast Committee of Advertising Practice (BCAP)) and any other relevant industry code of practice on advertising, including the Gambling Industry Code for Responsible Advertising (GICRSA). We reserve the right to review and approve all methods the Affiliate intends to use to promote our brands prior to doing so. Failure to comply with this rule will result in the immediate termination of the Affiliate account as well as confiscation of future earnings.
   6. We reserve the right to group a Player's play in multiple casinos into 1 casino if fraud or unethical tactics are discovered.
   7. We reserve the right not to pay commission on bonus abuse groups.
   8. You cannot profit from an account generated by yourself or by an association to you of any kind, including without limitation sub-affiliate accounts (except as expressly stated in this Agreement). For the purposes of this Agreement an "association" is defined as persons related by birth, marriage, or those in the state of being mutually or reciprocally interested (as in social or commercial matters). In such case we reserve the right to terminate your account and you will forfeit any earnings you have made.
   9. The Affiliate will not actively target players residing in of any of the listed restricted territories provided during the Rewards Affiliates onboarding process (the “Restricted Territories”). This includes the advertising on local domains of such Restricted Territories and using promotional content targeted at potential players from Restricted Territories. The Rewards Affiliates casino partners do not accept players residing in any of the Restricted Territories. We reserve the right to change the Restricted Territories at our sole discretion from time to time.
   10. You must not advertise any game without our approval.
   11. We reserve the right to terminate or review any account for any advertising, promotion, offers or any form of marketing that we deem to be promoting irresponsible gambling, aimed at minors or an underage audience (as defined in the applicable territory).
   12. Your account is solely for your benefit. You shall not allow any third party, including but not limited to, another member of the Affiliate Program or their associates, to use your account, password or identity to access or use the Affiliate Program or your account or play under your account and you shall be fully responsible for any activities undertaken on your account by a third party. You will not reveal your account username or password to any person and you shall take all steps to ensure that such details are not revealed to any person. If any third party will access or use your account in any way or manner whatsoever, we reserve the right to terminate your account and you will forfeit any unpaid earnings you have made.
   13. For security purposes, information regarding the Affiliate account may only be disclosed to the email address on file. An Affiliate account may not be sold without prior authorisation and only at that time may the details on the account be updated to the new owner details.
   14. You shall inform us immediately if you suspect that your account is being misused by a third party or any third party has access to your account username or password. For the avoidance of any doubt, we shall not be liable for any activities undertaken on your account by a third party or for any damages that may arise therefrom.
6. Term, Termination and Effect of Termination
   1. The term of this Agreement will begin upon your acceptance to the Affiliate Program and will end when terminated by either you or us.
   2. Either you or we may terminate this Agreement with no cause upon written notification to the other.
   3. Without derogating from any other provision in this Agreement, we may terminate this Agreement on written notice to you in the event that: (i) you breach any of the terms and conditions of this Agreement; (ii) you carry out any action which we reasonably believe will expose us or any Group Member to regulatory repercussions in any jurisdiction; (iii) we reasonably believe that you have breached Applicable Laws and/or (iv) we or any Group Member is ordered or required by an applicable regulator, to terminate its relationship with you. In such event, we may withhold any past or future commissions which have accrued or which shall accrue to your benefit and will no longer be liable to pay any commission to you.
   4. Except where we have terminated this Agreement in accordance with Section 6.3, we will pay you a final payment that is a pro-rata amount of your commission for the current month up to the date of termination.
   5. We reserve the right to withhold your final payment for a reasonable period of time to ensure that the correct amount is paid.
   6. Upon the termination of this Agreement for any reason, you will immediately cease use of, and remove from your website(s) all Marketing Materials and any other names, marks, symbols, copyrights, logos, designs, or other proprietary designations or properties owned, developed, licensed or created by us and/or provided by or on behalf of Rewards Affiliates to you pursuant to this Agreement or in connection with the Affiliate Program. Following the termination of this Agreement and our payment to you of all commissions due at such time of termination, we shall have no obligation to make any further payments to you.
7. Representations and Warranties

   You hereby represent and warrant to Rewards Affiliates that:

   1. you have accepted the terms and conditions of this Agreement, which creates legal, valid and binding obligations on you, and that your activities will fully comply with this Agreement;
   2. all the information provided by you in your Application is true and accurate;
   3. your entering into, and performance of your obligations under, this agreement will not conflict with or violate the provisions of any agreement to which you are party or breach Applicable Laws;
   4. you have, and will have throughout the term of this Agreement, all approvals, permits and licenses (which includes but is not limited to any approvals, permits and licenses necessary from any applicable Regulator) required to enter this Agreement, participate in the Affiliate Program or receive payment under this Agreement;
   5. if you are an individual rather than a legal entity, you are an adult of at least 18 years of age;
   6. you have evaluated the laws relating to your activities and obligations hereunder and you have independently concluded that you can enter this Agreement and fulfil your obligations hereunder without violating any Applicable Laws.
   7. none of your websites or other media means (i) is targeted at persons under 18 years of age, or (ii) displays child pornography or other illegal sexual acts, or (iii) promotes violence, or (iv) promotes discrimination based on race, religion, nationality, sex, disability or sexual orientation, or (v) promotes illegal activities, or (vi) infringes third party intellectual property rights.
8. Confidentiality
   1. We may disclose to you certain information as a result of your participation as an affiliate within the Affiliate Program, which information we consider to be confidential, regardless of whether such information was designated or marked as “confidential” or not (herein referred to as “Confidential Information”). Confidential Information shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by you for your own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public or if the same is required by law or legal process. You may not disclose any Confidential Information to any other person. Notwithstanding the foregoing, you may disclose Confidential Information to the extent: (i) required by law; or (ii) the information has come into the public domain through no fault of your own.
   2. You shall not make any public announcement with respect to any aspect of this Agreement or your relationship with Rewards Affiliates without our prior written approval.
   3. Without derogating from Section 8.1, during the term of the Agreement and thereafter, you shall not directly or indirectly make any disparaging, negative, uncomplimentary, derogatory or defamatory statements (including without limitation on any social media accounts) with regards to Rewards Affiliates, any Group Member, either of their licensors and any of their directors, officers, employees and agents, the Sites, or the Affiliate Program.
9. Disclaimer; Limitation of Liability
   1. We make no express or implied warranties or representations with respect to the Affiliate Program or any products or other items sold through the Affiliate Program (including without limitation warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the Sites will be uninterrupted or error-free, and will not be liable for the consequences of any interruptions or errors.
   2. To the extent permitted by Applicable Laws, we will not be liable for indirect, special or consequential damages, or any loss of revenue, profits or data arising in connection with this Agreement or the Affiliate Program, even if we have been advised of the possibility of such damages. Further, our aggregated liability arising with respect to this Agreement and the Affiliate Program will not exceed the total commissions paid or payable to you under this Agreement during a twelve (12) months period prior to.
10. Indemnification

    You hereby agree to indemnify, defend and hold harmless Rewards Affiliates, its shareholders, officers, directors, employees, agents, each Group Member, successors and assigns (the “Indemnified Parties”), from and against any and all claims and all direct, indirect or consequential liabilities (including loss of profits, loss of business, depletion of goodwill and similar losses), costs, proceedings, damages and expenses (including legal and other professional fees and expenses) awarded against, or incurred or paid by, any of the Indemnified Parties , as a result of or in connection with: (i) any alleged or actual infringement of any third party's intellectual property rights or other rights arising out of use or supply of the services provided by you under this Agreement; (ii) any breach by you of any of the representations or warranties made by you under this Agreement; (iii) the development, operation, maintenance, and contents of your Affiliate websites or any materials, products or services linked to therein; (iv) any breach by you of this Agreement; and (v) any claim related to your entitlement to use or the display of the Licensed Materials on the Affiliate websites.

11. Miscellaneous
    1. The provisions contained in this Agreement constitute the entire agreement between us and you with respect to the subject matter of this Agreement, and no statement or inducement with respect to such subject matter by us (or Group Members) which is not contained in this Agreement shall be valid or binding between us and you.
    2. We may modify any of the terms contained in this Agreement at any time by posting them on our website. You agree that posting a change of terms notice or a new agreement on our website is considered sufficient provision of notice and such modifications shall be effective as of the date of posting. If any modification is unacceptable to you, your sole recourse is to terminate this Agreement. Your continued participation in the Affiliate Program following the posting of a change notice or new agreement on our website will constitute binding acceptance by you of the change. Due to the above, you should frequently visit our website and review the terms and conditions of this Agreement.
    3. In case of any discrepancy between the meanings of any translated versions of this Agreement, the meaning of the English Language version shall prevail.
    4. Both parties understand and acknowledge that either party may enter into agreements of this type with third parties.
    5. You and Rewards Affiliates are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties.
    6. Our failure at any time to require strict performance by you of any provision of this Agreement shall not affect in any way our right to require such performance at any time thereafter, nor shall our waiver of a breach of any provision of this Agreement be taken or held to be a waiver of any subsequent breach of the same provision or any other provision.
    7. This Agreement and any matters relating hereto shall be governed by, and construed in accordance with the laws of the British Virgin Islands and shall be subject to the exclusive jurisdiction of the Courts in the British Virgin Islands.
    8. We reserve the right to transfer, assign, sublicense or pledge this Agreement, in whole or in part, without your consent: (i) to any member of our group, or (ii) to any entity in the event of a merger, sale of assets or other similar corporate transaction in which Rewards Affiliates may be involved in. We will notify you of any such transfer, assignment, sublicense or pledge by publishing the new version of this Agreement on our website.
    9. Any section, provision, or portion of this Agreement specifically ruled invalid, void, illegal or otherwise unenforceable, will be amended to the extent required to render it valid, legal and enforceable, or deleted if no such amendment is feasible, and such amendment or deletion will not affect the enforceability of the other provisions hereof.
    10. Any phrase introduced by the terms "including", "include" or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms.
    11. In this Agreement, unless the context otherwise requires, words importing the singular include the plural and vice versa, and words importing the masculine gender include the feminine and neuter and vice versa.
    12. You acknowledge that you have read this Agreement, have had an opportunity to consult with your own legal advisors if you so desired, and agree to all of its terms and conditions. You have independently evaluated the desirability of participating in the Affiliate Program and are not relying on any representation, guarantee or statement other than as set forth in this Agreement.