ACCOUNTNOW AFFILIATE PROGRAM AGREEMENT

This AccountNow Affiliate Program Agreement ("Agreement") is entered into by and between AccountNow, Inc., a Delaware corporation with a principal place of business at 2603 Camino Ramon, San Ramon, CA 94583 ("AccountNow"), and each entity that applies to participate in the AccountNow Affiliate Program ("Affiliate"), effective as of the date Affiliate submits an application for the AccountNow Affiliate Program.

By clicking the "Submit" button to apply online for the AccountNow Affiliate Program or otherwise applying for or participating in the AccountNow Affiliate Program, Affiliate agrees to be bound by the terms and conditions of this Agreement. If you are an individual applying for the AccountNow Affiliate Program on behalf of a company or other organization, you represent and warrant that you have all necessary authority to bind such company or organization to this Agreement.

AccountNow markets and sells prepaid debit cards in cooperation with issuing banks ("Cards") and operates an online, performance-based marketing program at AccountNowAffiliates.com ("AccountNow Affiliate Program") to promote the sale of the Cards by third party advertisers. Affiliate desires to promote the Cards to Affiliate's existing and future customers through Affiliate's website by placing coded hypertext links and banner advertisements to AccountNow's website located at www.accountnow.net, www.accountnowvisa.com, or other AccountNow websites, via opt-in email e-mail marketing, via search engine marketing, or other means.

From time to time, AccountNow may amend this Agreement by (a) posting an updated version of this Agreement on the AccountNowAffiliates.com website ("AccountNow Site") with the date on which such updated version was posted, and (b) with respect to any material changes, notifying Affiliate via e-mail or other written notice at the address provided by Affiliate to AccountNow. Thereafter, the amended version of this Agreement shall be deemed effective five (5) business days after the later of such posting or notice, and Affiliate will be conclusively deemed to have agreed to such amended version of this Agreement unless Affiliate notifies AccountNow of terminating this Agreement prior to such effective date; provided, that no amendment to this Agreement will affect Affiliate's right to receive any Referral Fees (defined below) earned by Affiliate prior to such effective date.

  1. Application; Registration Data. To join the AccountNow Affiliate Program, Affiliate must accurately and fully complete all required fields of the application form available at the AccountNow Site. Affiliate acknowledges and agrees that it is solely responsible for the development, operation and maintenance of the websites owned or controlled by Affiliate ("Affiliate Sites") and for all materials that appear on the Affiliate Sites or are distributed by Affiliate to Affiliate's customers. Upon receipt of an application from Affiliate, AccountNow may, in its sole discretion, accept or reject such application for participation in the AccountNow Affiliate Program. Affiliate agrees to (a) provide accurate, current and complete information about Affiliate as may be prompted by any registration forms on the AccountNow Site or otherwise provided to AccountNow ("Registration Data"); (b) maintain the security of Affiliate's username and password; (c) maintain and promptly update the Registration Data, and any other information Affiliate provides to AccountNow, to keep it accurate, current and complete; and (d) be fully responsible for all use of Affiliate's account and for any actions that take place using Affiliate's account.

  2. Affiliate's Obligations. Upon acceptance into the AccountNow Affiliate Program, and subject to the terms of this Agreement, Affiliate will display one or more textual and/or graphical hypertext links (e.g., a button or banner advertisement) to the AccountNow Site, or such other websites as specified by AccountNow, on one or more sections of the Affiliate Sites, email advertisements, and search engines (each a "Link") in accordance with the specifications and requirements set forth herein and that AccountNow may provide or make available to Affiliate from time to time in connection with the AccountNow Affiliate Program ("Guidelines"). Subject to the Guidelines, the function, design, label and placement of the Links will be determined by Affiliate. Notwithstanding the foregoing, AccountNow shall have sole discretion to reject any Links, or any aspect thereof, with or without cause, and Affiliate shall immediately comply with all requirements and instructions provided by AccountNow from time to time regarding the content, function, design, label and placement of the Links, including without limitation complete removal of any Link. Affiliate will comply with all applicable laws in connection with this Agreement, including without limitation, the CAN-SPAM Act, Gramm-Leach-Bliley Act, unfair and deceptive trade practices laws, gambling laws, contest and sweepstakes laws. Without limiting the foregoing, Guidelines include the following:

    1. The Affiliate Sites shall not contain any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment.

    2. The Affiliate Sites shall contain only English language or Spanish language content.

    3. The Affiliate Sites shall not offer incentives to end users to click on ads or complete offers (including without limitation offering or awarding cash, points, prizes, contest entries).

    4. The Affiliate Sites shall not place AccountNow advertisements into Affiliate's framed environment.

    5. The Affiliate Sites, the Links, and any email or other communications distributed by Affiliate in connection with the AccountNow Affiliate Program shall not contain any content that is potentially harmful, obscene, indecent, sexually explicit, gratuitously violent, defamatory, unlawful, misleading, deceptive, fraudulent, infringing of third-party intellectual property rights (including without limitation any copyrights, trademarks, trade secrets, or rights of privacy or publicity), or otherwise offensive or objectionable, and shall not promote gambling, illicit drugs, software pirating, hacking, Phreaking or any spoofing, redirecting, or trafficking websites in an effort to gain traffic, or committing any harmful or illegal act.

    6. The Affiliate Sites shall at all times feature customer-friendly site navigation and meet acceptable commercial and aesthetic standards, as determined by AccountNow in its sole discretion.

    7. Affiliate shall not (i) violate the terms or conditions of any search engines or search engine advertising program; (ii) engage in any search engine SPAM, doorway pages, cloaking, or similar activities; or (iii) bid on any trademarks or terms (including any variations of “AccountNow”) not owned by Affiliate in any pay-per-click/"keyword"/"adword"/campaign unless given advance written permission by AccountNow or the trademark owner (iv) bid on keywords either "rushcard" or "unirush" (v) include "rush" and "card" in the same sentence in any ad copy. (vi) use keyword insertion on either AccountNow, GreenDot or RushCard brand keywords (vii) can only include Green Dot brand keywords in ad copy if referring to loading the AccountNow card with the GreenDot system.

    8. Affiliate shall not (i) incentivize Offers (as defined below) or create the impression of incentivizing Offers; (ii) place statements near the Affiliate's advertisements requesting that Users "click" on the advertisement (e.g., "Please click here") or "visit" the sponsor (e.g., "Please visit our sponsor"); (iii) place misleading statements near Affiliate's advertisements (e.g., "Win $5,000"); copy AccountNow's ads and display them from Affiliate's site directly; (v) change any Affiliate advertisement in any way without AccountNow's prior written consent; (vi) redirect traffic to a website other than that listed by the particular advertiser; (vii) ask users to take advantage of advertisements or offers other than those listed by the particular advertiser; (viii) use any name other than Affiliate's in the "from" box when sending an e-mail to a consumer (specifically including but not limited to AccountNow's name or the ultimate advertiser's name); or (ix) replace or modify Affiliate tracking codes. AccountNow reserves the right to define incentivization at its sole and absolute discretion.

    9. Affiliate shall not advertise with any mention of “borrow money”, “loans” or “building credit” with borrowing money..

    10. Rules Governing Sub-Publishing. Affiliate may solicit third parties that are not participating in the AccountNow Affiliate Program to distribute Offers (collectively "Sub-Affiliates"), provided that each Sub-Affiliate agrees in writing to be bound by and subject to the restrictions and conditions set forth in this Agreement. Each Sub-Affiliate shall, for purposes of this Agreement, be deemed to be an agent of Affiliate, and Affiliate shall be responsible in all respects for all acts and omissions of its Sub-Affiliates. Any breach by Sub-Affiliates of this Agreement shall be deemed a breach by Affiliate. Notwithstanding the foregoing, (a) AccountNow is not and shall not be party to any agreement between Affiliate and any Sub-Affiliate; (b) Affiliate shall not and is not authorized to make any commitments on behalf of AccountNow to any Sub-Affiliate, including but not limited to any payment or other commitment by AccountNow; (c) no license other than the licenses set forth in this agreement may be extended by Affiliate to any Sub-Affiliate; and (d) nothing herein shall be construed as extending to any Sub-Affiliate the status of third-party beneficiary of any agreement between AccountNow and Affiliate, including without limitation this Agreement.

    11. Special Rules Governing Click-Through Campaigns. From time to time, an Affiliate may request a campaign wherein payment is based not on customer conversion but on the number of recipients clicking on an Offer (a "click-through rate" or "CTR"). For any CTR deal, Affiliate will not employ any device that has the effect of inflating the click-through rate, including but not limited to automatic page-spawning, automatic redirects, "robots" or incentives offered to any recipient. AccountNow reserves the right to audit any web site traffic at any time and for any reason, or no reason at all. Should AccountNow determine, in the exercise of its reasonable business judgment, that Affiliate have employed any device to artificially inflate the click-through rate, (a) AccountNow may immediately terminate Affiliate's membership in the AccountNow Affiliate Program, (b) any unpaid Referral Fees (defined below) attributable to the subject CTR deal will be immediately forfeited, whether or not earned and (c) upon demand, Affiliate will return to AccountNow immediately any Referral Fees attributable to the subject CTR deal that had been previously paid.

    12. Affiliate Responsibilities Governing Email Advertisement. Affiliate represents and warrants that it will not send, transmit and/or distribute any Offer or other promotion of the Cards via e-mail unless such e-mail is not deemed "SPAM e-mail" (as defined below). An e-mail shall be deemed to be "SPAM e-mail" if such e-mail satisfies any one or more of the following criteria:

      1. The e-mail fails to identify the Affiliate as the sender of the e-mail;

      2. The e-mail contains a falsified sender domain name or non-responsive IP address;

      3. The e-mail contains or includes a false or misleading subject line that attempts to disguise or conceal the content of the e-mail;

      4. The e-mail fails to notify the recipient that he or she may unsubscribe or "opt out" from further e-mail solicitations from the Affiliate; and

      5. The e-mail fails to contain or include a valid return e-mail address or other internet based mechanism whereby recipients can unsubscribe or "opt out" from receiving further e-mail solicitations from the Affiliate. Such return e-mail address or other internet based mechanism shall remain valid for no less than thirty (30) days from the date of transmission of the e-mail and Affiliate shall implement all requests to unsubscribe or "opt out" within ten (10) days of receipt of such request;

      6. The e-mail fails to contain or include a valid physical postal address for the Affiliate (which shall not include a P.O. Box address);

      7. The e-mail is sent to an individual who was not provided with an accurate, clear and conspicuous description of the marketing purposes for which his or her e-mail address may be used at the time such e-mail address was provided by the individual;

      8. The e-mail fails to provide clear and conspicuous notice that the message is an advertisement or solicitation;

      9. The e-mail is sent for the purpose (but not necessarily the sole purpose) of harvesting the e-mail addresses in order to send future unsolicited e-mails; or

      10. The e-mail contains nudity, profanity, sexually oriented materials, hate speech, or other obscene, offensive or otherwise objectionable content.

      AccountNow may notify Affiliate of any complaint received by AccountNow regarding their e-mail practices or any alleged violation of the above warranties. Within forty-eight (48) hours of such notification, Affiliate shall respond to AccountNow and provide comprehensive details regarding any e-mails requested by AccountNow including, but not limited to, the time, date, sender/opt-in source IP address, and content of the questionable e-mails along with the applicable "opt-in" information (e.g., time, date and IP address of opt-in source) of the recipient. If Affiliate fails to provide such information satisfactory to AccountNow to demonstrate that the Affiliate did not send SPAM e-mail or otherwise breach the above warranties, then AccountNow may immediately suspend payment to Affiliate and/or terminate this Agreement.

  3. Referral Fees. The AccountNow Offer Library available on the AccountNow Site may contain various promotional offers that Affiliate may advertise to its customers and Affiliate Site users (each, an "Offer") in accordance with the Guidelines. The AccountNow Offer Library may include associated referral fee schedules and terms and conditions specific to each Offer (including without limitation restrictions on incentives that may be associated with any Offer). Except as otherwise specified by AccountNow, within fifteen (15) days after the end of each calendar month, AccountNow will pay Affiliate the referral fees ("Referral Fees") pursuant to the referral fee schedules and other terms and conditions for each Offer. Notwithstanding the foregoing, AccountNow shall have no obligation to pay any Referral Fees until the aggregate amount of earned Referral Fees equals or exceeds fifty dollars ($50.00). If AccountNow reasonably determines that Affiliate is in breach of a material term of this Agreement, AccountNow may notify Affiliate of such breach and thereafter suspend any payment of any earned but unpaid Referral Fees until such breach has been cured.

    1. Refund and Advance of Referral Fees. AccountNow may provide notice to Affiliate of any (i)leads that AccountNow deems to contain misleading, fraudulent, or materially inaccurate information, (ii)leads AccountNow finds are artificially inflated or generated, or (iii)overpayments to Affiliate, duplicate entries or other errors. Promptly upon receipt of such a notice from AccountNow, Affiliate shall refund to AccountNow any Referral Fees paid to Affiliate, and AccountNow shall have no obligation to pay Affiliate any amounts, for such leads or overpayments. AccountNow may elect in its sole discretion to advance Referral Fees to Affiliate prior to such Referral Fees being earned, against which Referral Fees earned thereafter shall be offset. Affiliate acknowledges and agrees that payment of such advances of Referral Fees is subject to AccountNow's right to demand return of unearned Referral Fees at any time and for any or no reason. Upon receipt of such demand, Affiliate shall promptly refund such unearned Referral Fees to AccountNow. If Affiliate is found to have fraudulently added leads or clicks or inflated leads or clicks by fraudulent traffic generation (as determined solely by AccountNow in its reasonable business judgment, such as pre-population of forms without written approval from AccountNow), Affiliate agrees that the entire amount of Referral Fees will be forfeited. For purposes herein, any conversion ratios exceeding 2% above the average and instances where 30% or more of data submitted is found to be fraudulent shall constitute fraudulent activity. If, in its discretion, AccountNow deems Affiliate to be conducting fraudulent activity, AccountNow may immediately terminate this Agreement without payment to the Affiliate as otherwise provided hereunder.

    2. Calculation of Referral Fees. Any calculation of Referral Fees to be paid to Affiliate hereunder shall be determined exclusively by the records and information maintained by AccountNow. In the event of any dispute between AccountNow and Affiliate regarding the amount payable to Affiliate, Affiliate may request reasonable additional supporting documentation from AccountNow.

    3. Restrictions on Use of Offers. Affiliate shall not modify or omit any terms of any Offer, offer any additional incentives consumers other than those included in an Offer, and shall not use any Offer other than for the purposes of promoting the Cards, and as otherwise contemplated by this Agreement. Affiliate shall publish or distribute Offers solely in accordance with the terms and conditions set forth in the Guidelines.

  4. Taxes. Each party shall be solely responsible for its own tax obligations in connection with its performance under this Agreement.

  5. Proprietary Rights and License.

    1. Ownership. As between the parties, all right, title and interest (including without limitation all patents, copyrights, trademarks and other intellectual property rights) in and to the AccountNow Site, Cards, and the text, graphics, data, designs, computer programs, computer code, items, inventions, works of authorship, trademarks, service marks, concepts, materials, methods, processes and other content and information contained therein or relating thereto, shall remain with AccountNow or its licensors and/or suppliers.

    2. License Grant. AccountNow hereby grants to Affiliate for the term of this Agreement, a non-exclusive, royalty-free license to (i) reproduce, electronically distribute and publicly display the Links to the AccountNow Site in accordance with the parties' objectives and obligations hereunder, and (ii) promote, reproduce, distribute and publicly display the Offers and related documentation and materials provided by AccountNow to promote the Cards.

    3. Restrictions. Affiliate shall not modify any Offers, documents, or other materials created or furnished by AccountNow without the prior written consent of AccountNow. Affiliate shall not display or otherwise use the trademarks, service marks, or trade dress of AccountNow (except as contained in materials provided by AccountNow), any financial institution that issues the Cards, or any payment network on which the Cards may be used (e.g., of Visa or MasterCard), without the prior written consent of AccountNow.

  6. Non-exclusivity. Each party expressly acknowledges and agrees that the rights granted to the other party in this Agreement are non-exclusive, and that, without limiting the generality of the foregoing, nothing in this Agreement shall be deemed or construed to prohibit either party from soliciting third party content, links, banner ads or other materials, serving content, links, banner ads or other materials to third parties' websites, or hosting or permitting third parties to place links, content, links, banner ads or other materials on such party's website, whether or not, in each such case, such content, links, banner ads or other materials are competitive with the products, services, content or banner ads of the other party.

  7. Warranty. Affiliate represents and warrants to AccountNow that (a) the Affiliate Sites, Links, and any email or other communications distributed by Affiliate in connection with the AccountNow Affiliate Program, do not and will not contain any materials actually or potentially obscene, indecent, offensive, defamatory, unlawful, misleading, deceptive, fraudulent, infringing of third-party intellectual property rights (including without limitation any copyrights, trademarks, trade secrets, or rights of privacy or publicity), or otherwise objectionable, (b) Affiliate is, and will be throughout the term of this Agreement, in compliance with all applicable federal, state and local laws, regulations and orders, including without limitation the CAN-SPAM Act, privacy and data security laws, and unfair and deceptive trade practices laws.

  8. Disclaimer. Neither party makes any representation or warranty that the operation of its respective websites will be uninterrupted or error-free. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, ACCOUNTNOW DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE ACCOUNTNOW SITE, CARDS, AND THE ACCOUNTNOW AFFILIATE PROGRAM.

  9. Indemnity. Affiliate shall indemnify and hold harmless AccountNow, any financial institution that issues Cards, any payment network on which the Cards may operate, and any payment processor or other service provider to AccountNow, their affiliates, and each of their directors, officers, members, employees and agents, against all claims, losses, damages, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of or in connection with (a) the Affiliate Sites, Links and any email or other communications distributed by Affiliate in connection with the AccountNow Affiliate Program, (b) Affiliate's participation in the AccountNow Affiliate Program, (c) acts or omissions constituting a breach of any covenant, representation or warranty of Affiliate in this Agreement, or (d) acts or omissions of Affiliate that are inconsistent with the Guidelines.

  10. Limitation of Liability. EXCEPT WITH RESPECT TO AFFILIATE'S INDEMNIFICATION OBLIGATION OR A BREACH OF THE CONFIDENTIALITY OBLIGATIONS HEREUNDER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR LOSS OF PROFITS, REVENUES OR DATA, OR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  11. Termination. Either party may terminate this Agreement for convenience upon advance written notice to the other party. Termination may be effected by delivery to the non-terminating party of appropriate notice, delivered via e-mail, fax or other means of communication, and will be effective on the earlier of receipt by the non-terminating party or three (3) business days following the sending of the termination notice. Upon termination, Affiliate will immediately remove all Links, Offers, and other information from the Affiliate Sites, cease all e-mail and other promotional campaigns in connection with the Cards, and certify to the same within two (2) business days after termination. Upon termination of this Agreement for any reason, Sections 7, 8, 9, 10, 11, 12, and 13 will survive.

  12. Confidentiality. Each party (the "Receiving Party") undertakes to retain in confidence the terms of this Agreement and all other non-public information and know-how of the other party disclosed or acquired by the Receiving Party pursuant to or in connection with this Agreement which is either designated as proprietary and/or confidential or by the nature of the circumstances surrounding disclosure, ought in good faith to be treated as proprietary and/or confidential ("Confidential Information"); provided that each party may disclose the terms and conditions of this Agreement to its immediate legal and financial consultants in the ordinary course of its business. Each party agrees to use reasonable best efforts to protect the Confidential Information of the other party, and in any event, to take precautions at least as great as those taken to protect its own confidential information of a similar nature. The foregoing restrictions shall not apply to any information that: (a) was known by the Receiving Party prior to disclosure thereof by the other party; (b) was in or entered the public domain through no fault of the Receiving Party; (c) is disclosed to the Receiving Party by a third party legally entitled to make such disclosure without violation of any obligation of confidentiality; (d) is required to be disclosed by applicable laws or regulations (but in such event, only to the extent required to be disclosed); or (e) is independently developed by the Receiving Party without reference to any Confidential Information of the other party. Upon request of the other party, or in any event upon any termination or expiration of the term of this Agreement, each party shall return to the other all materials, in any medium, which contain, embody, reflect or reference all or any part of any Confidential Information of the other party. Each party acknowledges that breach of this provision by it would result in irreparable harm to the other party, for which money damages would be an insufficient remedy, and therefore that the other party shall be entitled to seek injunctive relief to enforce the provisions of this Section.

  13. General

    1. Governing Law; Venue. This Agreement will be governed and construed in accordance with the laws of the State of California without giving effect its conflict of law principles. Affiliate hereby irrevocably consents to exclusive personal jurisdiction and venue in the state and federal courts located in Contra Costa County, California with respect to any actions, claims or proceedings arising out of or in connection with this Agreement, and agrees not to commence or prosecute any such action, claim or proceeding other than in the aforementioned courts.

    2. Dispute Resolution. In the event of disputes between us arising from or concerning in any manner the subject matter of this Agreement, including Affiliate's participation in or termination from the AccountNow Affiliate Program (a "Dispute"), prior to initiating any lawsuit in a court of applicable jurisdiction, the parties shall first attempt to resolve the dispute(s) through good faith negotiation. During the negotiation, each party will honour the other's reasonable requests for information that is not privileged or proprietary and relates to the Dispute.

      1. Mediation and Arbitration. In the event that the dispute(s) cannot be resolved through good faith negotiation, the parties shall next refer the Dispute to a mutually acceptable mediator for a hearing in Contra Costa County, California. Thereafter, if mediation cannot resolve the Dispute, the parties shall submit the Dispute to the American Arbitration Association for resolution through binding arbitration by a single arbitrator pursuant to the American Arbitration Association's rules applicable to commercial disputes. The arbitration shall be held in Contra Costa County, California, and the decision reached by such arbitrator shall be entered as a judgment in any court of competent jurisdiction. The prevailing party in any dispute between the parties arising from this Agreement or other matter shall be entitled to recover its reasonable attorneys' fees and costs incurred in connection with such dispute.

      2. Equitable Relief. Each party agrees that it will not take action to institute formal resolution proceedings with respect to any Dispute until the dispute resolution procedures in this Section have been followed. Notwithstanding the foregoing, either party, before or during any discussion, mediation or arbitration, may apply to a court of competent jurisdiction under this Agreement for injunctive relief where such relief is necessary to protect its proprietary interests or confidential information pending completion of the discussion or mediation or if the expiration of the statute of limitations for a cause of action is imminent.

    3. Public Statements. Affiliate shall make no press release or other public announcement regarding Affiliate's participation in the AccountNow Affiliate Program without the prior approval of AccountNow.

    4. Severability; Headings. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approxi­mates the intent and economic effect of the invalid provision. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section, or in any way affect this Agreement.

    5. Independent Contractors. Notwithstanding the use of the term "affiliate" herein or in connection with the AccountNow Affiliate Program generally, the parties to this Agreement are independent contractors, and no agency, common ownership interest, partnership, joint venture or employee-employer relationship is intended or created by this Agreement. Neither party may take any actions, which are binding, on the other party. Without limiting the foregoing, Affiliate shall not make any representations or warranties to third parties on behalf of AccountNow.

    6. Notice. Unless otherwise specified herein, any notice, communication or statement relating to this Agreement shall be in writing and deemed effective: (i) upon delivery when delivered in person; (ii) upon transmission when delivered by verified facsimile transmission; or (iii) when delivered by registered or certified mail, postage prepaid, return receipt requested or by nationally recognized overnight courier service to the address of the respective party as indicated above.

    7. Assignment and Transfer of Control. Affiliate may not assign this Agreement or any of its rights or delegate any of its duties under this Agreement without the prior written consent of AccountNow; except that Affiliate may, without AccountNow's consent, assign this Agreement in whole: (a) to any affiliate of Affiliate; or (b) to any purchaser of all or substantially all of Affiliate's assets or to any successor by way of merger, consolidation or similar transaction. Subject to the foregoing, this Agreement will be binding upon, enforceable by, and inure to the benefit of the parties and their respective successors and assigns.

    8. Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties, and supersede any and all prior or contemporaneous oral or written agreements or understandings between the parties, as to the subject matter of this Agreement. Waiver by either party of a breach of any provision contained herein must be in writing, and no such waiver shall be construed as a waiver of any succeeding breach of such provision or a waiver of the provision itself.