QuickReg® Website Terms of Service

In these Terms of Service (hereafter "Agreement" or "Terms"), "we," "us," "our" or "After, Inc." will refer collectively to a Delaware corporation with an address of 1 Selleck St., 5th Floor, Norwalk, CT 06855 and its affiliates. The terms "you," "your" and "Subscriber" will refer to you. The term "Party" refers to either After, Inc. and its affiliates or you. The term "Parties" refers collectively to After, Inc. and its affiliates and you.

In order to establish a Subscriber account and use our Services, you are required to review and accept these Terms by clicking on the "I Accept" button. If you are establishing an account on behalf of an organization, you hereby warrant that you have the authority to bind that organization to these Terms and that by clicking "I Accept" you are accepting these Terms on behalf of that organization (in this situation, the terms "you" and "your" or "Subscriber" will refer to that organization). You are also responsible for ensuring that all individuals authorized to access your Subscriber account are aware of and comply with these Terms. By accepting these Terms, you also acknowledge and agree to our Privacy Policy, which can be accessed here: Privacy Policy

The Services referenced herein are offered and available to users who are 18 years of age or older. By establishing a Subscriber account and using the Services, you represent and warrant that you are of legal age to form a binding and enforceable contract with After, Inc., and are 18 years of age or older.

1. Definition of the Services

The term "Services" in these Terms refers to all services rendered through this website, including, but not limited to, any and all services for registering products, registering, maintaining, and utilizing product warranties, as well as hosting microsites for administering product registration and warranty services ("Service Microsites") to your customers or subscribers ("End Users").

2. Updates to the Terms

After, Inc. may update these Terms from time to time. Any updates will be communicated to you at least thirty (30) days in advance of their effective date either by the email address associated with your account or through a message in your Subscriber account. The updated Terms shall supersede all prior versions of the Terms. Your continued use of the Services after the effective date of such updates shall constitute your acceptance of the updated Terms. If you do not agree to an update to the Terms, then you should cease any and all use of the Services prior to the effective date of the updated Terms.

3. Your Account

You will be required to establish a Subscriber account in order to use the Services. Establishing your Subscriber account will require you to submit your name, a valid email address, a valid telephone number, create an account user-name and password, and submit any other requested contact and personally identifiable information to After, Inc. You hereby agree that any and all information that you submit in connection with establishing your Subscriber account is true, complete, and current. You are also solely responsible for taking all required action on your part to access your Subscriber account and the Services. You also consent to receiving electronic communications from us and verify that the recipient(s) of every electronic communication sent in connection with your use of the Services has agreed to receive such communications.

If you are an organization, you may also add authorized employees, contractors, and Affiliates as account users and grant permissions to such users to access features, data, and content. Your Affiliates are defined as any entity or individual that controls you, is controlled by you, or is under common control with you. The term "control" is defined as ownership of more than 50%. You and your Affiliates will be jointly and severally responsible and liable for the acts and omissions of your Affiliates if you allow your Affiliates to use the Services under these Terms, including their breach of these Terms. Your Affiliates are prohibited from purchasing Services using the same Terms of Service that you accepted. Instead, they must expressly accept the Terms themselves. You will also be held responsible and liable for the acts and omission of any and all employees and contractors that you allow to use the Services under these Terms. You may also establish sub-accounts under the same Terms for your End Users.

In the event that you are an organization that has established a Subscriber account and (a) you are subsequently merged into another organization that does not have a Subscriber account, your account may be assigned to that other organization, or (b) you are subsequently merged into another organization that also has a Subscriber account, your account may be merged into that other organization's Subscriber account.

4. Fees and Payment

Your initial Subscriber account creation is free and activates a free subscription to a limited number of features and a limited number of transactions as specified at https://www.quickreg.me (opens new window).

Once you establish your Subscriber account, you will have the ability to upgrade to one of our paid subscription accounts, subsequently downgrade your account, suspend, or terminate your account and subscription. Descriptions of After, Inc.'s subscription accounts and associated fees can be found at https://www.quickreg.me (opens new window).

You shall pay After, Inc., either directly or through our agent, the relevant subscription fees at the prescribed billing cycle for any type of account that lists a subscription fee before you are allowed to use the Services associated with those accounts. All subscription fees are exclusive of taxes. You shall pay or reimburse After, Inc. for any other taxes, unless applicable laws require the withholding of taxes under this Agreement, in which instance, you shall notify After, Inc. and you shall make the applicable withholding, and remit the required tax to the proper governmental authority. Your subscription account may also specify a limited number of transactions available before additional fees will apply for transactions exceeding the subscription limit. If you do exceed your subscription limit, you will be charged the specified additional overage fees during the next billing cycle. In the event that you prepurchase additional transactions over your subscription limit, you hereby authorize us to charge the appropriate supplemental usage fees to your credit card immediately upon any such prepurchase.

After, Inc., at its sole discretion, and at any time, may change the account subscription fees for any type of account, including charging subscription fees for any type of account or aspect of the Services that were once free of charge. Any such fee changes will become effective at the end of the then-current billing cycle, but After, Inc. will give reasonable prior notice of any subscription fee changes before such changes become effective. Your continued use of the Services after any such subscription fee changes go into effect shall constitute your agreement to pay the modified subscription fees.

You will pay for the services by credit card, allowing us to auto-recharge your account subscription fees on the prescribed monthly basis and ensure that you have provided us with a valid, active credit card account and that said credit card account shall always have a sufficient positive balance to cover all fees charged for your subscription. In the event that any subscription fees are not paid in full in a timely manner, or we are unable to process your subscription fees using the credit card account on file, and you have not timely provided a new valid payment method or bring your balance current within five (5) days after we serve notice that your account is in arrears, we reserve the right to suspend or terminate your access to the Services or cancel your Subscriber account.

Any dispute of the fees or taxes specified herein must be reasonable and in good faith in view of your agreement to these Terms. You must notify us of any disputed fees no later than sixty (60) days after the date that you are charged for the fees that you wish to dispute. You must reasonably cooperate with us to resolve the dispute.

Unless required by applicable law, all subscription fees are nonrefundable, except as specified herein. At our sole discretion, we may decide that a refund is appropriate in certain situations and we reserve the right to immediately cease providing the Services upon issuance of a refund. If a refund is issued, we may charge you or withhold from the refund a proportional amount of the Subscription fees based on your use of the Services prior to termination. Under no circumstances will any refunds be issued for termination of the Services resulting from your violation of these Terms.

5. Your Use of the Services

The Services will be made available to you in accordance with these Terms, subject to all applicable laws, and subject to your full compliance with these Terms. You may use the Services on a non-exclusive basis for the following: (a) registering products, (b) registering, maintaining, and utilizing product warranties, (c) configuring and administering Service Microsites within this website for administering product registration and warranty services, (d) making the Services available to your End Users exclusively through your Service Microsite(s) in full compliance with these Terms, and (e) allow your Affiliates to use the Services. More detailed descriptions of the Services can be found at https://www.quickreg.me (opens new window).

6. Subscriber Data

The term "Subscriber Data" herein is defined as any and all data and other information disclosed to us by or for you through use of the Services under these Terms.

After, Inc.'s Privacy Policy, which is incorporated into this Agreement by reference, sets forth how After, Inc. collects, stores, uses, and discloses your Subscriber Data, which includes personal data. You hereby acknowledge that you have read and understand the Privacy Policy. You must immediately cease all use of the Services if you do not agree with the Privacy Policy.

In addition to the uses and disclosures set forth in our Privacy Policy, you consent to our disclosure of your Subscriber Data (a) as needed to provide the Services (b) to prevent and resolve any security issues, and (c) to respond to and resolve any technical issues with the Services.

After, Inc. will fully cooperate with any law enforcement authorities or court order requiring us to disclose the identity or other details or any person posting materials or content to our website(s) and/or platform(s) in breach of these Terms or applicable law(s).

By submitting a telephone number to After, Inc. you agree that a representative of After, Inc. can contact you at the number you provide, potentially using automated technology (including texts/SMS messaging) or a prerecorded message. Your consent is not an obligation to receive any of our services.

7. Your Responsibilities and Warranties

You will: (a) be solely responsible for all use of the Services in connection with your account, whether such use is authorized or unauthorized, including the accuracy and use of any and all Subscriber Data, all data, materials, and content created, used, displayed, and/or transmitted through use of the Services, and you will make the Services available only to your End Users and Affiliates in accordance with these Terms; (b) use the Services only in accordance with these Terms and all applicable laws; (c) be solely responsible for all acts, omissions, and activities of your End Users and Affiliates, including their compliance with these Terms; (d) take all reasonable measures to prevent unauthorized access to or use of the Services and immediately advise After, Inc. of any unauthorized access or use of your account and the Services; (e) ensure that we are authorized to use all Subscriber Data needed for us to provide the Services and/or obtain consent for us to use and/or disclosure Subscriber Data if required by law; (f) provide reasonable cooperation with law enforcement, regulators, or telecommunications providers.

You will not: (a) use the Services to engage in or encourage or facilitate others to engage in any illegal, fraudulent, or abusive conduct, or to violate or facilitate the violation of any and all applicable laws or regulations of any jurisdiction; (b) use the Services to interfere with the After, Inc.'s business activities or the business activities of other After, Inc. subscribers or customers; (c) reverse-engineer the Services or break or circumvent any security features used in connection with the Services; (d) use the Services to transmit any unsolicited, unwanted, or harassing communications, or malicious or harmful programs, including, but not limited to, viruses, malware, and spyware; (e) use the Services in any way that infringes the intellectual property rights of others; (f) use the services to collect and/or transmit or disclose the personally identifiable information of individuals without their express consent; (g) use the Services to display or transmit any material or content that is obscene, defamatory, discriminatory, or otherwise malicious or harmful to any person or entity, or that encourages or facilitates the display or transmission of any such material or content.

8. Suspension of Services

We may suspend the Services, including, but not limited to, blocking access to the Services, including your Subscriber account and any Service Microsites you have created and/or have been using, immediately for cause for the following reasons: (a) your failure to pay for the Services as specified in Section 4 herein; (b) you violate any provision of these Terms; (c) we determine that providing the Services is illegal; (d) providing the Services is not practicable for any commercial, regulatory, or legal reason; (e) any use of the Services by you, your End Users, or your Affiliates that solely by our determination threatens the security, stability, or reliability of the Services, or our ability to provide the Services.

9. Ownership and Intellectual Property

You acknowledge and agree that (1) After, Inc. is the sole and exclusive owner of all rights, title and interest in and to the Services; (2) After, Inc. is the sole and exclusive owner of all anonymized and/or aggregated data generated by use of the Services; (3) After, Inc. is the sole and exclusive owner of all right, title and interest in and to any and all intellectual property rights in connection with the Services, including, but not limited to, any and all trademarks and associated goodwill (including the QuickReg® trademark), domain names, copyrights, websites associated with the Services, confidentiality rights, trade secrets, patents, the ideas, methods of operation, processes, know-how, aesthetic aspects, sub-systems and modules included in the Service, the graphical user interfaces for the Services, and the look and feel of the Services and of any corrections, modifications, updates, enhancements, and new or revised versions thereof or thereto, and of any subsequently derived and/or successor technologies that may be developed therefrom (the "After, Inc. Intellectual Property"). You will not seek to register, attempt to discover any source code for, modify, publish, adapt, transmit, participate in the transfer or sale of, exhibit, distribute, display, reverse engineer, decompile, dissemble, perform, reproduce, copy, create derivative works from, or in any way exploit any After, Inc. Intellectual Property, except (a) Subject to the terms and conditions specified in this Agreement, After, Inc. hereby grants you a non-exclusive, nontransferable license to use the QuickReg® trademark (the "Licensed Trademark") solely to advertise and promote the Services to any End Users you may have. You agree to maintain the highest standards respecting the nature and quality of the Licensed Trademark in accordance with such quality control standards and procedures provided from time to time by After, Inc. during the term of this Agreement, including, but not limited to, the QuickReg Brand Guidelines, a copy of which can be found at this site.

After, Inc. has the right to provide such quality control standards and procedures and the manner in which the Licensed Trademark used as may be reasonably necessary to ensure the quality of the Services and to protect the goodwill of the Licensed Trademark. After, Inc. (by itself or through its authorized agent) reserves the right to inspect your use of the Licensed Trademark. In the event After, Inc. determines that you have failed to meet the quality control standards and procedures established by After, Inc., After, Inc. shall furnish you written notice specifying in reasonable detail the respects in which you have failed, and if reasonably necessary, specifying steps to be taken to cure the failure. You shall, upon receipt of such notification from After, Inc., immediately commence, and thereafter diligently pursue, curing any default with respect to the quality control standards and procedures and shall achieve the cure within a reasonable time. If you fail to do so, then you shall immediately cease and discontinue any and all use of the Licensed Trademark in connection with advertisement and promotion of the Services in which the failure of standards and procedures has occurred and not resume the use until you have received authorization, in writing, from After, Inc. to resume such activity, (b) You may download, store, and transmit the codes that you generate using the Services, subject to payment of the applicable subscription fees described herein and these Terms, (c) Your computer or device may temporarily store copies of materials from your use of the Services incidental to your use of the Services, (d) You may store files that are automatically cached by your browser for display enhancement purposes, and (e) You may print or download one copy of a reasonable number of website pages, reports, and/or other documentation (collectively, the "Service Materials") generated or resulting from your use of the Services for your own use and not for further reproduction, publication, or distribution. You will not modify or alter any Service Materials in any way and you will not remove any trademark notices, copyright notices, or other proprietary rights notices from any of the Service Materials.

You hereby grant After, Inc. a non-exclusive, nontransferable license to use your name and logo to refer to you on After, Inc.'s website, marketing, advertising, and promotional materials, and other documentation, subject to trademark usage guidelines that you provide to us.

Software license from Subscriber to After, Inc. - In the case of a Subscriber that develops and owns software which interfaces with the Services ("Interface Software"), Subscriber grants After, Inc., for the term of this Agreement, a royalty-free, non-transferable, non-exclusive right and license to access and use said Interface Software as necessary to adequately effectuate the performance of the Services.

You are the sole and exclusive owner of all rights, title and interest in and to your Subscriber Data.

10. Services Limited Warranty

After, Inc. warrants that the Services shall materially perform in accordance with any Documentation in effect at the time. The Subscriber's exclusive remedies for breach of this warranty are that the Subscriber may report it to After, Inc., and After, Inc. shall (a) fix the nonperformance within a reasonable period of time or (b) refund any prepaid fees for the Services and terminate the Services.

THE EXPRESS LIMITED WARRANTY IN THIS SECTION IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS EXPRESSED OR IMPLIED, CONTRACTUAL OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, AFTER, INC. DOES NOT WARRANT THAT THE USE OF THE SERVICES SHALL BE UNINTERRUPTED OR ERROR FREE OR THAT ALL DEFICIENCIES OR ERRORS ARE CAPABLE OF BEING CORRECTED.

11. Limitations of Liability

You hereby agree that your exclusive remedies for matters relating to the Services shall be as described in this Agreement.

AFTER, INC. SHALL NOT BE LIABLE FOR ANY EXPENSE OR DAMAGE ARISING OUT OF ANY INCOMPLETE OR INCORRECT INFORMATION, DATA, FILES, OR PROGRAMS PROVIDED BY YOU.

EXCEPT IN THE CASE OF GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFIED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, ARISING FROM A CLAIM UNDER THIS AGREEMENT, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. The exclusions and limitations set forth in this section shall not apply to a Party's indemnity obligations under this Agreement.

AFTER, INC.'S MAXIMUM AGGREGATE LIABILITY FOR DAMAGES TO YOU OR OTHERS SHALL BE LIMITED TO ACTUAL DIRECT MONEY DAMAGES IN AN AMOUNT NOT TO EXCEED THE CURRENT YEAR'S SUBSCRIPTION FEE PAID BY YOU FOR THE SERVICES. YOU ACKNOWLEDGE THAT THE LIMITATIONS ON LIABILITY IN THIS SECTION ARE REASONABLE. THE REMEDIES PROVIDED IN THIS AGREEMENT ARE EXCLUSIVE. EXCEPT ONLY FOR ACTIONS BY AFTER, INC. TO PROTECT INTELLECTUAL PROPERTY RIGHTS, NEITHER PARTY SHALL SEEK, OR OTHERWISE APPLY FOR, ANY EQUITABLE REMEDIES.

12. Indemnification

After, Inc. shall indemnify, defend, and hold you harmless from and against any and all costs, claims, damages and expenses (including but not limited to reasonable attorneys' fees and other expenses of legal proceedings) in connection with any and all suits, actions, investigations, claims or demands of a third party alleging that the Services infringe such third party's intellectual property rights, except if such suits, actions, investigations, claims or demands arise from or occur as a result of default or breach of these Terms by you, your End Users, and/or your Affiliates.

You shall indemnify, defend, and hold harmless After, Inc. and its respective officers, directors, employees and agents, from and against any and all losses, in connection with any and all suits, actions, investigations, claims or demands of third parties, including, but not limited to, your End Users and Affiliates, arising from or occurring as a result of a default or breach of these Terms by you, your End Users, and/or your Affiliates, or use of the Services by you, your End Users, and/or your Affiliates.

13. Termination

These Terms may be terminated and your Subscriber account may be closed (a) by either party for any reason upon thirty (30) days written notice to the other party; (b) at After, Inc.'s sole discretion in the event that you materially breach these Terms and fail to remedy said breach within five (5) days following After, Inc.'s notice to you of said breach; or (c) by you in the event that After, Inc. materially breaches these Terms and fails to remedy said breach within five (5) days following your notice to After, Inc. of said breach. Any such notice of termination will be sent the email address associated with your Subscription account. In the event of termination of your Subscriber account by After, Inc., your access to the Services will be terminated immediately, including removal and termination of any Service Microsite(s) you have created and/or have been using. In the event of termination of your Subscriber account by you, After, Inc. will allow you to continue to have access to the Services for thirty (30) days following your notice of termination to After, Inc. Once this thirty (30) day period expires, After, Inc. will display a stack page in place of your Service Microsite to inform visitors, including your End Users and Affiliates, that the Service Microsite no longer exists, for another thirty (30) days. For thirty (30) days following the date of our notice to you that your Subscription account has been terminated, your End Users and Affiliates may continue to access your Service Microsite(s) to download data.

14. Copyrighted Content Takedown Procedure

In compliance with applicable U.S. copyright laws, After, Inc. follows a take-down procedure for purported copyright infringement. If you believe that you own a work that has been infringed in violation of U.S. copyright laws, please provide the following information to the After, Inc. Copyright Agent:

(a) a description of the copyrighted work that you claim has been infringed;

(b) a description of where the alleged infringing material is located on this website;

(c) your address, telephone number and email address;

(d) a statement by you verifying your good faith belief that the alleged infringing use is not authorized by the copyright owner, its agent or the law;

(e) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest, as applicable; and

(f) a statement by you, made under penalty of perjury, that all of the information provided in your notice is accurate and that you are the copyright owner or you are authorized to act on such owner's behalf.

After, Inc.'s Copyright Agent can be contacted at the following address:

Email: copyright@afterinc.com

15. General

Geographic Restrictions. We make no claims that these Services are accessible or appropriate outside of the United States. Access to these Services may not be legal by certain persons or in certain countries. If you access any of our Services from outside the United States, you are responsible for compliance with local laws, including, but not limited to, all applicable privacy and data security laws.

Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party; provided, however, that After, Inc. may assign this Agreement to any successor in interest to all or the majority of the business of such Party to which this Agreement relates, provided that no assignment allowed herein shall relieve After, Inc. of its obligations under this Agreement. Any attempted or purported assignment without such required consent shall be void and a material breach of this Agreement. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties hereto.

Solicitation. When Subscriber is an organization, for the term of this Agreement and for twelve (12) calendar months after its termination or expiration, neither Party will solicit nor hire for employment any person who (i) at the time, is an employee of the other Party; or (ii) at any time within the prior six (6) months was an employee of the other Party, without the written permission of the other.

Marketing/Publicity.  When Subscriber is an organization, Subscriber will, if asked by After, Inc., reasonably consider participating in a written press release with After, Inc. regarding the Service provided hereunder.  In such event, After, Inc. will provide to Subscriber a copy of such press release prior to any public release, and Subscriber shall have approval of any: (i) use of Subscriber's name(s), trademark(s), or trade name(s); (ii) statement made by After, Inc. regarding Subscriber or After, Inc.'s relationship with Subscriber; and (iii) statement attributed to Subscriber therein, which approval shall, in each case, not be unreasonably withheld, delayed or conditioned.

Delays; Force Majeure. If After, Inc.'s performance is delayed as a result of unexcused failure or untimely performance by Subscriber or any of its Affiliates or End Users, any After, Inc. performance deadlines shall be extended to the extent of such delay and After, Inc. shall not incur any liability to Subscriber as a result of such delay. If such delay lasts for sixty (60) consecutive days or more, After, Inc. shall be entitled to terminate this Agreement by giving Subscriber thirty (30) days' prior written notice. Neither Party hereto shall be responsible for any failure to perform its obligations under this Agreement caused by an event reasonably beyond its control, including wars, acts of terrorism, riots, labor strikes, industry shortages, power outages, cyber attacks, malicious or harmful programs, Internet service interruptions and outages, natural disasters, or any law, regulation, ordinance, or other act or order of any court, government, or governmental agency that prevents performance, provided that non-performance shall not be excused simply because a Party fails to comply or chooses not to comply with any law, regulation, ordinance or other act or order of any court, government, or governmental agency. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than one (1) month, the Parties hereto shall consult with each other to determine whether this Agreement should be modified or terminated.

Independent Contractor. The sole relationship between the Parties shall be that of independent contractors. Nothing herein shall be construed to constitute the Parties as partners, joint venturers, or agents of each other in any way whatsoever. Neither Party shall make any warranties or representations, or assume or create any obligations, on the other Party's behalf. Each Party shall be solely responsible for the actions of its respective employees, agents, and representatives.

Amendment; Waiver. This Agreement may not be modified, nor shall any provision hereof be waived or amended, except in a writing duly signed by authorized representatives of the Parties. A waiver with respect to one event shall not be construed as continuing, or as a bar to or waiver of any right or remedy as to subsequent events.

Severability. If any provision hereof is found to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be reformed without further action by the Parties to the extent necessary to make such provision valid and enforceable, and no other provisions hereof shall be affected or impaired thereby.

Governing Law; Fees and Expenses. The laws of the State of New York, excluding its choice and conflicts of law provisions, shall govern this Agreement*, and each Party irrevocably consents to the non-exclusive jurisdiction and venue of the federal and state courts located in New York county in the State of New York. If either Party brings an action against the other Party to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable costs and expenses incurred in connection with such action and all appeals of such action, including without limitation reasonable attorneys' fees and costs.

Notices. Any notices to be given hereunder to After, Inc. shall be made via email to the email address(es) given below.

legal@afterinc.com

Any notices to be given to you shall be made via the email address associated with your Subscriber account.

Entire Agreement. This Agreement, including any documents referenced herein, or other schedules, exhibits or addenda, all of which are hereby incorporated in full into this Agreement by reference, constitutes the complete agreement between the Parties with respect to the subject matter hereof, and supersedes and replaces all prior or contemporaneous understandings, communications, and agreements, written or oral, regarding such subject matter. In the event of any conflict or inconsistency between the provisions of this Agreement and any addendum, schedule, or exhibit, the same shall be resolved by giving precedence to this Agreement unless a subsequent writing signed by both Parties expressly provides otherwise.