Affiliate Terms

The Matrescence LLC Affiliate Program Agreement

Last Updated: April 25, 2023

By participating in our affiliate program (the “Program”), you are agreeing to be bound by the following terms and
conditions of this Affiliate Program Agreement (the “Agreement”). This Agreement is between you and The Matrescence LLC (“The Matrescence”, “we”, or “us”). “You” or “your” means the person indicating acceptance of this Agreement, or if the person indicating acceptance of this Agreement is acting on behalf of a company or other legal entity, such company or legal entity.

YOU MUST READ ALL OF THE TERMS AND CONDITIONS CONTAINED IN THIS AGREEMENT AND The Matrescence’S PRIVACY POLICY IN ORDER TO BECOME A PROGRAM PARTICIPANT (“PARTICIPANT”). BY CLICKING “I ACCEPT” OR OTHERWISE CONFIRMING YOUR AGREEMENT TO THESE TERMS AND/OR BY USING AN AFFILIATE LINK OR AFFILIATE CODE (AS DEFINED BELOW), YOU AGREE TO THE TERMS OF THIS AGREEMENT AND YOU (I) ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THIS AGREEMENT AND OUR PRIVACY POLICY, WHICH IS INCORPORATED HEREIN BY REFERENCE, AND (II) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE). IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND YOUR AFFILIATES TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, YOU MUST NOT
ACCEPT THIS AGREEMENT AND MAY NOT USE AN AFFILIATE LINK OR AFFILIATE CODE. THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER, WHICH MEANS THAT YOU AGREE TO PROCEED WITH ANY DISPUTE INDIVIDUALLY AND NOT AS PART OF A CLASS ACTION.

Definitions. Any terms defined in the preamble to this Agreement shall have the same meaning
in the remainder of this Agreement. Additionally, as used in this Agreement,
the following terms shall have the meanings set forth below:
1. “Affiliate Code(s)” means the identifying code provided by The Matrescence to be used by Customers at checkout to give
  you credit for a referral.
2. “Affiliate Link(s)” means your identifying web link or links provided by The Matrescence to be used to direct Customers to the
  Services.
3. “Affiliate Link Attribution Period” means the amount of time that The Matrescence will associate a Qualified Customer with you after that Qualified Customer uses your Affiliate Link to access The Matrescence website. This is generally known as the cookie period. The length of the Affiliate Link Attribution Period is set forth in Participant Commission Information.
4. “Commission” means the applicable fee displayed in the commission structure on your affiliate registration page and on the affiliate’s dashboard of the amounts actually collected by The Matrescence from purchases of Services made by a Qualified Customer during the Commission Period for such Qualified Customer, less all applicable taxes, duties, levies, shipping expenses, insurance, credits, discounts, refunds, allowances or discounts granted to the Qualified Customer and other costs associated with the distribution of the Services.
5. “Commission Period” means the time period during which a Qualified Customer’s purchases of Services may be counted
  toward your Commission from either an Affiliate Code or an Affiliate Link. The length of your Commission Period is set forth in your Participant Commission Information. Additional meaning set for in Section 6.
6. “Confidential Information” has the meaning set forth in Section 14.
7. “Customer” means a customer of, or a potential customer referred to, The Matrescence.
8. “Feedback” has the meaning set forth in Section 10.d.
9. “Marks” means The Matrescence’s registered and unregistered trademarks and service marks.
10. “The Matrescence Intellectual Property Rights” has the meaning set forth in Section 10.b.
11. “Participant Commission Information” means your specific Program details provided to you by The Matrescence on our referral
  tracking platform. The Participant Commission Information may be updated by
  The Matrescence in The Matrescence’s sole discretion from time to time.
12. “Services” means The Matrescence’s services.
13. “Qualified Customer” means either (i) a new and unique Customer who has not previously purchased Services from The Matrescence,
  or (ii) a former subscription Customer that no longer maintains an active subscription with The Matrescence at the time of using your Affiliate Code or Affiliate Link. Qualified Customer cannot be referred through a deal or promo site.
Changes to the Agreement. The Matrescence reserves the right to update and change the Agreement by posting updates and changes on our referral tracking program. If we make a material change to this Agreement, we will notify you by email or through your account. You are advised to check the Agreement from time to time for any updates or changes that may impact you. Any reference to the Agreement includes any and all terms and documents incorporated by reference. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED PARTICIPATION IN THE PROGRAM FOLLOWING THE MATRESCENCE’S POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON THE MATRESCENCE WEBSITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE OR MODIFICATION.
Appointment as Participant. Subject to the terms and conditions set forth herein, The Matrescence appoints and grants to you a revocable, nontransferable right to act as The Matrescence’s nonexclusive Participant to introduce and refer Customers to The Matrescence and the Services. You shall not sell or distribute any of the Services directly to any Customer but will instead refer all Customers to The Matrescence in accordance with the terms of this Agreement. You shall make no representations, warranties or guarantees to Customers with respect to the Services or pricing thereof and shall refrain from engaging in negotiations regarding the Services with Customers on behalf of The Matrescence. The Matrescence shall have exclusive control over all prices, discounts, specifications, orders and other terms and conditions concerning, and entry into contracts governing, the sale distribution of the Services to Customers; The Matrescence shall be under no obligation to sell the Services to Customers referred to The Matrescence by you and all orders for Services and any changes thereto shall be subject to acceptance, rejection or revocation by The Matrescence, in its sole discretion. You shall be solely responsible for all costs and expenses incurred in connection with the performance of your obligations hereunder and the operation of your business.
Participant Obligations and Restrictions.
1. Affiliate Links and Affiliate Codes. As a Participant, The Matrescence shall provide you with your Affiliate Link(s) and/or Affiliate Code(s). The Affiliate Links and Affiliate Codes will serve to identify you. You agree to cooperate fully with us in order to establish and maintain such Affiliate Links and Affiliate Codes. The Matrescence may modify, update, terminate or replace an Affiliate Link or Affiliate Code at any time in its sole discretion, but will plan to alert you of any changes. You are responsible for using the correct Affiliate Links and Affiliate Codes. You are not permitted to share your code or links with any third-party deal or promo code websites.
2. Compliance with Law; Fair Marketing Practices. You represent and warrant that, in performing your obligations under this Agreement, you are and will be in compliance with any and all laws (whether statutory or otherwise), rules and regulations of any jurisdiction in which you do business. The Matrescence expects all Customers to be treated fairly, including in any of your marketing, advertising and endorsements, and you hereby agree to do so. You also agree to comply with all laws governing
  such activity as it relates to the Services, including the FTC’s Endorsement Guidelines. You shall not publish or employ, or
  cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to The Matrescence or the Services.
3. Emails and Publicity. You may only send emails containing an Affiliate Link or Affiliate Code and/or a message about The Matrescence or the Services to people who have previously consented to receiving such communications from you. Your failure to abide by this
  Section 4.c, the CAN-SPAM Act of 2003 and all applicable laws relating to email communications, in any manner, will be deemed
  a material breach of this Agreement by you and will result in the forfeiture by you of any and all rights you may have to any Commissions (as defined in Section 5) and the termination of your participation in the Program.
4. Non-Disparagement.You shall not, directly or indirectly, during the term of this Agreement or at any time thereafter, disparage or create any negative inference as to the reputation, prestige, value, image or impression of The Matrescence, The Matrescence Intellectual
  Property Rights (as defined in Section 10.b) or the Services, by words, actions or other communications, or by any omissions to speak, act or otherwise communicate, or in any other manner whatsoever. You acknowledge and agree that (i) The Matrescence is relying on the terms and covenants contained in the immediately preceding sentence as material inducements to enter into this Agreement, (ii) such terms and covenants are reasonable in scope, geography and term, and (iii) such terms and covenants are
  material terms of this Agreement.
5. Additional Promotion. The Matrescence desires to foster an active community with its Participants to amplify The Matrescence’s mission and promote the Services. You agree to cooperate and collaborate with The Matrescence in good faith to pursue marketing and publicity for the
  Services, as approved by The Matrescence in each instance. The Matrescence shall have the right, but not the obligation, to refer and/or link to you and your website in its marketing materials and other communications.
6. Restrictions. While acting as a Participant and in connection with the subject matter of this Agreement and your performance hereunder, you agree that you will not:
  1. Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as
    rights of privacy and publicity) of others;
  2. Publish, post, distribute, use or disseminate any defamatory, infringing, obscene,
    indecent, or unlawful material or information;
  3. Upload, use, or otherwise make available, files or material that contain viruses, corrupted files, or any other similar software or programs;
  4. Delete or modify any author attributions, legal notices or proprietary designations or
    labels;
  5. Falsify the origin or source of any information, communication, message, software or
    other material that is uploaded, transmitted or otherwise made available or otherwise attempt to mislead any person as to the identity, source or origin of any communication or any act in violation of consumer laws, protections and
    regulations;
  6. Distribute any material that you know, or reasonably should know, cannot be legally distributed in such manner; export, re-export or download any message or content in violation of any export or import law, regulation or restriction of the United States and its agencies or authorities, without all required approvals, licenses and/or exemptions; or
  7. Spawn process pop-ups or exit pop-ups; distribute or permit the distribution of, in any manner, unsolicited electronic mail, “harvest” or otherwise collect personally identifiable or confidential information about third parties without the express consent of such third parties or otherwise violate any applicable government laws or regulations.

Participant Representations and Warranties. You represent, warrant and covenant to The Matrescence that:
1. you have all requisite power and authority to execute, deliver and perform your obligations under this Agreement;
2. the execution and performance of this Agreement will not violate or constitute a breach of any agreement binding upon
  you; and
3. you will conduct business in a manner that reflects favorably at all times on the Services and the good name, goodwill and
  reputation of The Matrescence.
Commission Period Commencement; Attribution. The Commission Period commences on the date that a Qualified Customer either (i) follows your Affiliate Link to The Matrescence website, or (ii) enters your Affiliate Code during the purchasing/checkout process for a Product and remits full payment to The Matrescence for such purchase. When a Qualified Customer uses your Affiliate Link, The Matrescence uses tracking technology to associate you with that Qualified Customer’s individual Internet browser for the duration of your Affiliate Link Attribution Period. If the Qualified Customer purchases a Service during the Affiliate Link Attribution Period and the association with your Affiliate Link is still live on the Qualified Customers browser (i.e. they have
not cleared their cookies or entered through a different browser), even if the Qualified Customer reenters The Matrescence’s website without using your Affiliate Link, the purchase will be attributed to you if that customer can and will trigger the start of the Commission Period. The Commission Period will restart every time a Qualified Customer clicks on your Affiliate Link. However, your Affiliate Link Attribution Period may be cut short if the Qualified Customer enters The Matrescence through a different Participant’s Affiliate Link or provides a different Participant’s Affiliate Code at checkout, in which case the more recent Participant will receive the credit for the purchase.
Commission. Subject to the terms and conditions of this Agreement, The Matrescence shall pay you, and your sole compensation under this Agreement shall be, the Commission. If the Agreement is terminated in accordance with Section 9 for any reason other than your breach of this Agreement, any Commission Periods that are active at the time of termination shall remain in effect for their full length, as provided by The Matrescence in accordance with this Agreement. However, if this Agreement is terminated due to your breach, The Matrescence shall have no obligation to pay Commissions other than those accrued prior to the termination date.
Payment of Commission. Subject to the terms and conditions of this Agreement, The Matrescence shall pay all undisputed, accrued Commissions within thirty (30) days of the last day of the calendar quarter in which the applicable payments were actually collected. All payments shall be through The Matrescence’s third-party payment processor, which The Matrescence may change from time to time. The Matrescence reserves the right to suspend the payment of Commissions at any time and indefinitely, if it suspects fraud or other improper activity or a potential breach of any of the terms of this Agreement by you or a Customer. The Matrescence reserves the right to deduct from or offset against your current and future Commissions any and all Commissions corresponding to any fraudulent, questionable and cancelled services and/or any damages sustained in connection with your breach of this Agreement. The Matrescence shall have no responsibility to pay Commissions for activities arising from old or inactive Affiliate Links or Affiliate Codes.
Term and Termination. The term of this Agreement shall continue indefinitely unless otherwise terminated in accordance with this Agreement. Either party may terminate this Agreement at any time, with or without cause (i.e., for the other party’s breach of this Agreement or for the terminating party’s convenience), upon notice by email to the other party. Upon the termination of this Agreement for any reason, (a) any Commissions due and owing at the time of termination of this Agreement shall be paid as provided in Section 8, above, and (b) you shall immediately cease (i) any and all use of The Matrescence Intellectual Property Rights, and (ii) holding yourself out as a Participant. Additionally, The Matrescence shall have the right to request that you cease using any Affiliate Link(s) or Affiliate Code(s). The rights and obligations of the parties in Sections 10.b, 10.d and 11 – 15 of this Agreement, as well as under any other provisions which by their nature are intended to survive any such termination, shall survive the termination of this Agreement and continue in force. YOU AGREE THAT IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS, YOU SHALL HAVE NO RIGHTS TO DAMAGES OF ANY NATURE RELATED TO SUCH TERMINATION, SPECIFICALLY INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO DAMAGES FOR COMMERCIAL SEVERANCE PAY, WHETHER BY WAY OF LOSS OF FUTURE PROFITS, EXPENDITURES FOR PROMOTION OF THE SERVICES, OR OTHER COMMITMENTS IN CONNECTION WITH YOUR PERFORMANCE HEREUNDER OR YOUR BUSINESS OR GOODWILL.
The Matrescence Intellectual Property.
1. Use of The Matrescence Trademarks. Subject to the terms and conditions of this Agreement, The Matrescence grants to you a non-exclusive, limited, non-transferable, non-sublicensable and revocable license for the term of this Agreement to use and publicly display the Marks designated for use by The Matrescence, in the form provided and manner approved by The Matrescence, solely in connection with your performance under this Agreement and otherwise in accordance with any use guidelines and policies provided by The Matrescence. The Matrescence shall have the right to review your use of its Marks, and The Matrescence may, in its sole discretion: (i) request changes or corrections to your use of the Marks, or (ii) require that you cease any and all use of the Marks. You may not use the Marks as a source of identification for yourself, including as part of a profile picture or avatar.
2. Ownership. You acknowledge and agree that The Matrescence or its licensors own all intellectual property rights related to the Services, The Matrescence website, and all documentation, promotional materials and training
  materials associated with the Services, including, without limitation, all patents, Marks (together with all goodwill related thereto), inventions, copyrights, know-how, trade secrets and other proprietary rights relating to
  the Services and The Matrescence website (“The Matrescence Intellectual Property Rights”). You further acknowledge and
  agree that The Matrescence Intellectual Property Rights shall remain the exclusive property of The Matrescence or its licensors. If you
  or any related parties are deemed to have any ownership interest or rights in any The Matrescence Intellectual Property Rights, then you shall assign and/or cause such related parties to assign, and you do hereby assign, irrevocably and royalty-free, all of such ownership interest and rights exclusively to The Matrescence and you shall complete, execute and deliver any and all documents necessary to effect or perfect such assignments.
3. Protection. During the term of this Agreement, you will take all reasonable steps to protect the Program and the Matrescence website from any use, reproduction, publication, disclosure or distribution that is not specifically authorized by this Agreement. You shall comply with all reasonable directions that are submitted by The Matrescence from time to time regarding the form and placement of intellectual property rights notices (such as trademark and copyright information) with respect to the Marks and/or The Matrescence website.
4. Feedback. The Matrescence does not want and cannot accept any ideas or information that you consider confidential and/or
  proprietary. This is to avoid the possibility of future misunderstandings when projects independently developed by or on behalf of The Matrescence might seem to others to be similar to users’ own creative ideas, suggestions and/or materials. Except with respect to your personal information as expressly provided for in our Privacy Policy, all comments, suggestions, ideas, drawings, concepts or other information or materials (“Feedback”) disclosed or offered to us by you during the term of this Agreement shall be deemed to be non-confidential and non-proprietary. You hereby grant to us a non-exclusive, worldwide, fully paid, royalty-free, perpetual, irrevocable, fully sublicensable and fully transferable license to practice, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of and otherwise commercially or non-commercially use, any and all such Feedback.
5. No Challenge. You shall not do anything that would infringe on the Marks or impair the goodwill and value of the Marks, including without limitation, directly or indirectly dispute the ownership and validity of the Marks or assist anyone
  else to do so, claim, use or apply to register, record or file any trademarks, trade names, logos, copyright or design that is identical or confusingly similar to the Marks or assist any other party to do so or combine the Marks with any other trademark or use the Marks as part of a trade name.
Disclaimers.
1. THE MATRESCENCE MAKES NO REPRESENTATION OR WARRANTY TO YOU WITH RESPECT TO THE Services OR THIS
  AGREEMENT AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE PROGRAM, COMPANY WEBSITE AND THE MARKS ARE PROVIDED ON AN “AS IS” BASIS, AND YOUR USE OF THE SAME IS AT YOUR OWN RISK.
2. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED NO ASSURANCES FROM THE MATRESCENCE THAT YOU WILL
  OBTAIN ANY ANTICIPATED AMOUNTS OF PROFITS IN CONNECTION WITH THIS AGREEMENT OR
  THAT YOU WILL RECOUP ANY EXPENDITURES MADE IN FULFILLMENT OF YOUR OBLIGATIONS
  UNDER THIS AGREEMENT. WE DO NOT WARRANT THAT THE PROGRAM OR WEBSITE WILL SATISFY
  YOUR REQUIREMENTS OR THAT THEY WILL BE UNINTERRUPTED OR ERROR-FREE.
Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MATRESCENCE OR ITS OFFICERS,
DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING FROM OR RELATED TO YOUR PARTICIPATION IN THE PROGRAM OR YOUR USE OF OR INABILITY TO USE AFFILIATE LINKS OR AFFILIATE CODES, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF
BUSINESS, LOSS OF USE, OR LOSS OF DATA, WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE. IF, NOTWITHSTANDING THE PROVISIONS OF THIS SECTION 12, THE MATRESCENCE IS FOUND LIABLE FOR ANY LOSS, DAMAGE, OR INJURY UNDER ANY LEGAL THEORY RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS AGREEMENT, IN NO EVENT WILL THE MATRESCENCE’S AGGREGATE LIABILITY
TO YOU OR ANY THIRD PARTY EXCEED THE LESSER OF (I) THE TOTAL AMOUNT OF FEES, IF ANY, PAID TO YOU BY THE MATRESCENCE IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (II) $5,000.00 USD. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS OF USE FAIL OF THEIR ESSENTIAL PURPOSE.
Indemnification. You agree to indemnify, defend, and hold The Matrescence and its officers, directors, employees, agents, licensors, and service providers harmless from and against any claims, liabilities, losses, damages, judgments, awards, costs, and expenses (including reasonable attorneys’ fees) arising out of or resulting from your acts or omissions in connection with this Agreement or the Program (including your actions as a Participant) and/or your breach of this Agreement or violation of applicable law. We reserve the right, but not the obligation, at our own expense, to assume the exclusive defense and control of any action subject to indemnification by you, and in such event you agree to cooperate with us in defending such action.
Confidentiality.
1. Definition; Obligations. All information obtained by you in connection with your activities hereunder, including, but not limited to, information relating to each Customer and to this Agreement, The Matrescence’s website, technology, business, financial or personnel
  matters, its present or future Services, sales, suppliers, prices, costs, customers, employees or investors, shall be treated as confidential and proprietary information of Company (“Confidential Information”). During the term of this Agreement and at all
  times thereafter, you will (i) hold the Confidential Information in strict confidence, (ii) not use the Confidential Information for any purpose other than fulfilling its obligations under this Agreement, and (iii) not disclose the Confidential Information to any third party without Company prior written consent.
2. Exceptions. The restrictions on the use and disclosure of Confidential Information will not apply to any Confidential
  Information, or portion thereof, which you can prove: (i) is already, or otherwise becomes, publicly known other than by a wrongful act or omission by you; (ii) you rightfully possessed prior to receiving such information hereunder; (iii) you independently developed without reference to or use of the Confidential Information; or (iv) is lawfully received by you from a third
  party having the right to disseminate such information without restriction on disclosure. Furthermore, you may
  disclose Confidential Information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, in which case you will provide The Matrescence with prior written notice of such
  disclosure in order to permit The Matrescence to seek confidential treatment of such information.
Miscellaneous.
1. Independent Contractors. Each party shall act as an independent contractor and shall have no authority to obligate or bind the other in any respect. You will not be entitled to any of the benefits that The Matrescence may make available to its employees. Because you are an independent contractor, The Matrescence will not withhold or make payments for social security, make unemployment insurance or disability insurance contributions, or obtain worker’s compensation or any other types of insurance on your behalf and you acknowledge your obligation to report your Commissions to all applicable taxing authorities as income and pay all self-employment and other taxes on the Commissions. Nothing contained in this Agreement shall be construed or interpreted as creating an agency, partnership, employee/employer or joint venture relationship between the parties.
2. Governing LawThis Agreement and your use of the Site are governed by and construed in accordance with the laws of the State of Kansas applicable to agreements made and to be entirely performed within the State of Kansas, without regard to its conflict of law principles.

1. Dispute Resolution

Any legal action of whatever nature brought by either you or us (collectively, thrties” and individually, a “Party”) shall be commenced or prosecuted in the state and federal courts located in Johnson, Kansas, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (UCITA) are excluded from these Terms of Use. In no event shall any claim, action, or proceeding brought by either Party related in any way to the Site be commenced more than one (1) years after the cause of action arose.

1. No Class Actions. THE PARTIES HEREBY IRREVOCABLY WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE
  OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY.
2. Entire Agreement. This Agreement constitutes the sole and entire agreement between you and The Matrescence with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.
3. Waiver and Severability. Our failure to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent possible, and the remaining provisions of this Agreement will continue in full force and effect
4. Assignment. This Agreement may not be assigned, in whole or in party, by you without the
  prior written consent of The Matrescence. Any attempted assignment in violation of the foregoing will be void. Subject to the foregoing, this Agreement shall be binding upon, and shall inure to the benefit of, the parties and their respective representatives, successors and assigns.
5. Electronic Communications. The communications between you and The Matrescence as part of the Program use electronic means. For contractual purposes, you consent to receive communications from us in electronic form, and you agree that all terms and conditions, agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.