Welcome to the NEW ULYFE!

A project made for you, to ensure that you have a real personal space where you can share your life with others!



Who are we?

We are a group of ambitious entrepreneurs who are looking forward to ensure that we gave you a safe space whereby you can share your ideas, your work, and your passions all together- with the real possibility to really be known worldwide.

We build technologies to help you connect with the world’s largest expanding platform- the social media, giving you the possibility to grow professionally, and also personally, whilst also have some fun.

ULYFE is a concept built by you, and for you. A dream of one person which became a dream of many others, and we hope that this shall make also part of your dreams as well. A concept which is extraordinary, a green concept. We believe in a greener world. A world which is connected on so many levels which allows you to connect with people worldwide, securely.

The Terms and Conditions

These Terms of Use describe the terms and conditions applicable to your access and use of the websites at ULYFE Ltd. If you do not agree in whole or in part with any of these terms you may not utilize ULYFE LTD. These terms are applicable to you in any part of the world.

Since this is an international service agreement being provided, due to different laws and regulations, some services may not be provided to you in whole or in part, as to be compliant with the laws and regulations of your country.

This document is a legally binding agreement between you as the user(s) of the Sites (referred to as “you”, “your” or “User” hereinafter) ULYFE Ltd, a company registered in Malta, herein after called as the owner (referred to as “we”, “our” or “site” hereinafter).

MAKING USE OF ULYFE LTD

The user, when registering has to choose a username and a password which data shall be kept confidential by the user at all times. The user shall be solely responsible for all activities that occur on that user’s account. The member shall inform ULYFE Ltd immediately of any unauthorized information of the user’s account, or any breach of security. ULYFE Ltd shall not be responsible for the loss of any data by unauthorized activity.

Cookies are used in this website- the user automatically agrees to the use of cookies by using this website. The user may visualize the cookies used on this website by viewing the privacy policy.

The terms and conditions may be changed at any time by ULYFE Ltd. If there is a change in the terms and conditions of this website a notification will inform the user that there has been a change in the terms and conditions and by continuing to use this website you will therefore be agreeing to the change of use of the terms and conditions, and the new terms and conditions will automatically apply to you.

The correct version of the terms and conditions, and the version that governs your use of the services is that provided in the English language, any other version of which ever language is only provided for convenience only.

A separate agreement and/or an additional agreement may be entered into between the user and the website or affiliate for any service, whether online or offline. In the case of conflict or inconsistency, the separate and/or additional agreement shall have precedence over these rules which regards to those services concerned.

The terms and conditions of this website may only be altered in writing by an authorized person/officer on behalf of ULYFE Ltd.

PERMITTED AGE

The permitted age to utilize this website shall be that of thirteen (13) years, or higher. Shall you be between the age of 13 and 18 years, you are considered as a minor, and your parent or guardian must agree to these terms (both for themselves and on your behalf), before you may commence making use of ULYFE.

Shall you be between the age of between 13 to 18 years, may have some of the features or services provided by the company limited to you or the use of this website/application.

No person may register on behalf of someone else, any details provided for in this website, and any information submitted to this website, the user shall warrant that are true, correct and precise. The parent or guardian of minors between the age of 13 to 18 years confirm by accepting these terms for and on behalf of the minor, that the information provided for the minor is correct, precise and true.

REGISTRATION

For a user to make part of ULYFE LTD, he/she shall only do so by registering on the website, and enter his personal details, and choose a username and password.

For a user to have access to ULYFE LTD, the user must primarily be referred by a friend. We are creating a safe social media, whereby one may solely enter by being referred by a friend, which may be done by the use of a referral link. By this the users are able to feel that they are in a safe environment.

The referral link permits the user to register in ULYFE and start making use of the software provided by the website, and also to become a member of the ULYFE LTD.

To REGISTER the following criteria are required:

The user must pay an annual fee required

A onetime only registration of all the personal details of the user as required by the website. Shall the website further information from time to time, or clarification of the same information, the company shall be able to do so. Shall the user not be compliant and does not provide the information required by the website, as so he may continue his service, the whole service or part thereof may be suspended for a period of time, without the right to ask for the refund of the registration fee.

Only once both the payment and the provided details are verified will the user have full access on the back-office system (therefore it is of the responsibility of the user to provide the necessary correct information to the website for him to have access). The user who lacks to send the required information, shall not be considered a verified registered user.

The annual Fee is considered to be valid for (12) twelve continuous months from the date of when payment is received by the company.

The user, by becoming a member has to choose a username and a password which data shall be kept confidential by the user at all times. The user shall be solely responsible for all activities that occur on that user’s account. The member shall inform ULYFE immediately of any unauthorized information of the user’s account, or any breach of security. ULYFE Ltd shall not be responsible for the loss of any data by unauthorized activity.

Access to this site and the usage of services requires registration. Once the registration is complete, the member may decide to purchase other services or products which will be made available after the user becomes a member. The user who decides to register as a member must provide his personal details as required by the website. How the website handles the user’s private information is explained in more detail in the privacy policy provided in this website.

The company considers a user as a verified registered user, only once the user finalizes the SDD- Simplified Due Diligence. The Simplified Due Diligence is required as to verify that the user is not a robot, and to improve the registered users experience (Please see the Privacy Policy)

The (SSD) – Simplified Due Diligence may require the whole or in part the following information:

  • Full name and surname
  • Contact number
  • Residence address
  • Nationality
  • Coloured Copy of the frontal of the Identity card/passport
  • Back coloured copy of the Identity card/passport

It is of high importance that once the user decides to register on the website, that such user needs to send all documentation required in a correct manner, and such information will then be verified. Only once the member is verified, will the user be considered as a verified registered user, and have access to all information and services on the website.

The user, who fails to send the correct information required by the SDD, will not have full access to the services provided by the website until such information is sent correctly. Once the information sent is considered as incorrect, an email will be sent whereby the user is informed that the documentation sent is incorrect, with a link for such documentation to be resubmitted. It may be the case, that during the verification process it is required to send further documents for further clarifications.

In such an event (clause 2e), the documentations may be resubmitted by using the link sent to the user, and the user must make sure that the correct information is submitted. Shall any difficulties arise the user may contact the support section. Shall the user after making payment decides he no longer require, or wishes to send his data or information, he may not ask for the refund of the subscription, even though he may not have access to the full usage of ULYFE.

Processing of the documents sent may take up to a maximum of 7 working days to process and verify the documents.

Shall the user decide not to send such required information, then such user shall not be considered a Verified Registered user.

RENEWAL

Renewal of the registration shall be done yearly. Subscription may be either automatically or else manually. The member will receive an email (10) ten days before the expiration of the period, informing him that the registration will be automatically renewed unless the member shall decide to cancel the membership with the website. When the member has not opted for such membership to be renewed automatically, then such member will still receive an email informing him that his account will soon expire, and thus to continue making use of such services the member has to repurchase another yearly subscription.

The member may unilaterally decide to terminate such membership subscription at any time during the (12) twelve-month period. Terminating such membership will still allow the member to have access to his account for the remainder of the (12) twelve-month period for which the member would have paid, but automatically annuls the automatic payment for the next membership subscription payment. The user who decides to have his account terminated, and no longer access to his account during the period of the 12 months the registration is valid, the user may do so. However shall the account be cancelled, after the explicit request by the user, then the user may no longer have access to his account during the period of 12 months.

This agreement or any rights conveyed in this agreement may not be transferred to any third party.

The website operator may also terminate this agreement at any time for cause due to violation of this agreement or/and the Terms and Conditions of this website, and such member shall receive a notice advising the user of his breach of such conditions and terminate such an agreement. Shall the operator decide to terminate or suspend your account for violation of these terms or any other terms available on this website, the user may not in any way hold the company liable or request refund of the amount or services bought on this website, and all purchases made shall be forfeited by the user.

ULYFE TM

Ulyfe™ is a 2nd generation social network, based on a community. It is a protected environment, , where anyone with talent, who wants to express themselves, exchange goods and services, as a private or professional, can find their own space.

Be inspired by change and lead a new generation of entrepreneurs.

Share

A simple and revolutionary idea that sets new dynamics in motion to create and sustain a system that can change the way you are as "users" of a social network.

Almost 50% of the world's population actively uses a Social Network and the number is growing by more than 9% per year. The average value of a profile on a Social Network is 20 USD and is repeatedly "used" by every entity that accesses their promotion and advertising systems.

Have you ever wondered how much is in your pocket?

In this, and not only that, Ulyfe is different from all the others.

Ulyfe is based on the concept of Digital Shared Economy: a part of everything that happens and generates economy within the community, worldwide, is shared between users and social activities supported by the Community.

Access is possible from any device and you can be part of it thanks to an invitation that you can be part of this community. In order to have a space on Ulyfe™ where you can express yourself, you must have a code that activates your space. This code can only be requested from the Independent Consultants of Neworkom™.

Payment

As so you may continue making use of such services, the yearly payment fee shall be paid. Shall the fee not be paid, the company shall have the right to terminate your usage of this website. Each user is personally responsible to renew his subscription fee with the company, on time as to avoid termination of the account and the company shall in no way be held responsible for the user’s actions.

The non-payment of the yearly fee, will result in the termination of your account. Shall the subscription fee expire, the user may also lose his right to his or her account, and the user may no longer have access to his/her account, all information subscribed therein.

Refund Policy

All customers acquiring this 12 month subscription to acquire the digital product Neworkom for access to the ULYFE social media 2.0, are confirming that they have seen the product and tried the product from the Ulyfer who has invited them to join the program. The new user is confirming that he is satisfied with the acquisition of the 12 month subscription, and with the final product.

When you buy our products/services, your purchase is covered by our 7-days money-back guarantee. If you are, for any reason, not entirely happy with your purchase, we will cheerfully issue a full refund. We develop and sell software that we use ourselves every day and have thousands of satisfied customers worldwide, and our support is second to none.

After the expiration of our 7-days money-back, the products are no longer refundable. If you decide to cancel a subscription product, you may do so. You will receive the remainder of the time of the initial subscription you paid for, and after that time your subscription will cancel out and not renew, thus you will not be charged any more. Shall you decide to cancel your subscription, and no longer retain access to your account, and delete your account in its entirety, then you may send us an email on support@ulyfe.com.

What you can share and do on ULYFE

We would like to create a platform whereby users may feel free to express themselves and share their ideas, content and things which individualize each and every person, which may help the community grow both on an intellectual level, for the wellbeing of the users, and the community.

Each user is therefore is in agreement, that you may not engage in the conduct prescribed below: (or to facilitate or support others in doing so):

  • You may not use our Products to do or share anything:
    • That breaches these Terms, our community standards, or any other terms present on the website.
    • That is unlawful, misleading, discriminatory or fraudulent.
    • That infringes or breaches someone else's rights, including their intellectual property rights.
  • You may not upload viruses or malicious code or do anything that could disable, overburden, or impair the proper working or appearance of our Products.
  • 3. You may not access or collect data from our Products using automated means (without our prior permission) or attempt to access data you do not have permission to access.

We can remove or block content that is in breach of these provisions.

If any content is removed which goes against any of the terms or the community standards, or ethics which will be written down below, we will inform you, and explain all the options as so you may request another review. If we remove content that you have shared for violation of our Community Standards, we’ll let you know and explain any options you have to request another review.

Shall you in any way jeopardise in any way the community, for which in the sole discretion of the management it is considered as a just enough reason to be considered as grave, your account may be suspended for a prescribed period of time as the management will deem fit. Shall the registered user continue to misbehave or in any way jeopardise the systems, the community, then such user may have his account terminated without any right of compensation whatsoever.

Shall you feel that any content posted online is fake, untrue, harmful, or offensive, or in any way breaches your rights or ours or our terms and conditions, we encourage you to inform us as so we may continue offering a safe platform in our community.

We shall not in any way be tolerant of abuse of our platform, in any level possible.

The permissions you give ULYFE

We need certain permissions from you to provide our services:

Permission to use content you create and share: Some content that you share or upload, such as photos or videos, may be protected by intellectual property laws.

You own the intellectual property rights (things like copyright or trademarks) in any such content that you create and share on ULYFE and the other ULYFE Company products you use. Nothing in these Terms takes away the rights you have to your own content. You are free to share your content with anyone else, wherever you want.

To use our service, we would require you to give us some legal permissions to use this content, as to make sure to give you the best customer service possible.

Specifically, when you share, post, or upload content that is covered by intellectual property rights on or in connection with our Products, you grant us a non-exclusive, transferable, sub-licensable, royalty-free, and worldwide license to host, use, distribute, modify, run, copy, publicly perform or display, translate, and create derivative works of your content(as per the privacy policy of the company). This means, for example, that if you share a photo on ULYFE , you give us permission to store, copy, and share it with others (again, consistent with your settings) such as service providers that support our service or other ULYFE Products you use. This license will end when your content is deleted from our systems.

You can delete content individually or all at once by deleting your account.

When you delete content, it’s no longer visible to other users, however it may continue to exist elsewhere on our systems where:

immediate deletion is not possible due to technical limitations (in which case, your content will be deleted within a maximum of 90 days from when you delete it);

your content has been used by others in accordance with this license and they have not deleted it (in which case this license will continue to apply until that content is deleted); or

where immediate deletion would restrict our ability to:

  • investigate or identify illegal activity or violations of our terms and policies (for example, to identify or investigate misuse of our Products or systems);
  • comply with a legal obligation, such as the preservation of evidence; or
  • comply with a request of a judicial or administrative authority, law enforcement or a government agency;

in which case, the content will be retained for no longer than is necessary for the purposes for which it has been retained (the exact duration will vary on a case-by-case basis).

In each of the above cases, this license will continue until the content has been fully deleted.

Allow us to use your name, personal photos, and information about your performance in advertising and sponsored content. You allow us to use your name, profile photo and your behaviour on ULYFE without any compensation to you, next to or related to the advertisements, offers and other sponsored content displayed on our products information. For example, we may show your friends that you are interested in an advertising campaign, or like a page created by a brand that has paid us to show us their ads on ULYFE. Only people with your permission can see your behaviour on ULYFE.

Permission to update software you use or download: If you download or use our software, you give us permission to download and install updates to the software where available.

Our intellectual property

We, and our licensors are owners of all copyright, material and intellectual property rights found in this website.

All copyright and other intellectual rights in our website are reserved.

Any use of our intellectual property is restricted, and as per the guidelines provided in these terms, or any other specific terms which specify the use of our intellectual property. The registered user is therefore, granted by these terms a non-exclusive, non-transferable, limited, revocable license of the company’s intellectual property.

PRODUCT/SERVICES VERIFICATION

The company is not responsible in any way for the control of the quality of the products and services offered by users or third party collaborators. The company does not carry out any type of control and is not responsible in any way for the content of the reviews that will be published by users registered on the social networks, whether they are positive / negative, truthful / untrue.

Any reference to the fact that a user is registered (or similar) indicates only that the Member has completed the relevant verification or identification procedure and nothing else. This indication does not constitute an endorsement, certification or warranty by the company or group of companies with respect to any Member, including with respect to the identity or personal background of such Member or the fact that the Member is reliable, safe or adequate.

General Conditions

This website/digital platform may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise), API or otherwise to such third parties' web sites. You are cautioned to read such web sites' terms and conditions and/or privacy policies before using the Sites. You acknowledge that ULYFE has no control over such third parties' web sites, does not monitor such web sites, and shall not be responsible or liable to anyone for such web sites, or any content, products or services made available on such web sites.

You agree not to undertake any action to undermine the reliability of the computer systems or networks of ULYFE and/or any other User nor to gain unauthorized access to such computer systems or networks.

ULYFE reserves the right to cooperate fully with governmental authorities, private investigators and/or injured third parties in the investigation of any suspected criminal or civil wrongdoing. Further, to the extent permitted by applicable laws and policies, ULYFE may disclose the Member's identity, contact information and/or information regarding the Member's account(s), transactions or activities carried out on or via the Site, if requested by a government or law enforcement body, an injured third party, or as a result of a subpoena or other legal action. ULYFE shall not be liable for damages or results arising from such disclosure, and User agrees not to bring any action or claim against ULYFE for such disclosure.

Information submitted on the website

All the information that the user will supply in relation to his activity, the type of activity, the truthfulness of the contents of the description, the truthfulness of the photos will be checked after publication by the responsible staff of the company. The company reserves the right to change the description that will be provided by the user from a lexical-grammatical point of view without being able to change the substance of the description and the possibility of contacting the user for any clarifications. This is to avoid providing your network with information that is not considered truthful or illusory.

The ULYFE company is not responsible for the truthfulness of the information that will be provided by the users, even if it will commit itself to the maximum of its abilities in the initial phase of information loading to guarantee information as true as possible. Nor is ULYFE responsible for the truthfulness of the advertisements that will be uploaded to the platform, about discounts and promotions. The ULYFE company is not responsible for the reviews left by registered users either.

In case of high negative reviews/reports towards a user, about the truthfulness of the descriptive information, the information and the images provided, the company will undertake to contact him to get explanations about his work, and shall the company deem to be in breach of such terms then he she may have his account suspended or terminated.

The company reserves the rights to take all the actions necessary to remedy such negative activity, as explained in these terms and conditions.

The company undertakes to contact the user who does not use appropriate language in his reviews, and / or the user who is reported by multiple users for providing false information during the review.

Restrictions.

You are expressly and emphatically restricted from all of the following:

  • sell, use or sub-license any of the website’s material;
  • use the website in any manner which may be harmful to the website;
  • using this Website in any way that impacts user access to this Website;
  • using this Website contrary to applicable laws and regulations, or in a way that causes, or may cause, harm to the Website, or to any person or business entity;
  • engaging in any data mining, data harvesting, data extracting or any other similar activity in relation to this Website, or while using this Website;

Certain areas of this Website are restricted from access by you and ULYFE may further restrict access by you to any areas of this Website, at any time, in its sole and absolute discretion.

Severability.

If any provision of these Terms is found to be unenforceable or invalid under any applicable law, such unenforceability or invalidity shall not render this Terms/agreement unenforceable or invalid as a whole, and such provisions shall be deleted without affecting the remaining provisions herein.

Applicable Laws and Jurisdiction

This agreement shall be governed by the laws of Malta, and any disputes shall be decided by the Maltese Courts.

WARRANTIES

You agree that the use of this platform is at your sole and exclusive risk and that any services provided by us are on an “As is” basis. The company at this moment expressly disclaims any express or implied warranties of any kind. The company makes no warranties that this digital platform meets your needs or that it is uninterrupted, error-free, or secure. The company also makes no warranties as to the reliability or accuracy of any information.

Expressly, the company and its affiliates disclaim any and all warranties, including, but not limited to:

(i) any warranties concerning the availability, accuracy, usefulness, or content of information, products or services;

AND

(ii) any warranties of title, warranty of non-infringement, warranties of merchantability or fitness for a particular purpose.

This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tort, negligence, or under any other cause of action.

SPAM POLICY

You are strictly prohibited from using the platform for illegal spam activities, including gathering e-mail addresses and personal information from others and sending mass commercial e-mails.

REVERSE ENGINEERING AND SECURITY

The user further agrees not to take the following actions:

  • Reverse engineering or attempt to reverse engineer or disassemble any code or software from or on any of
  • our Website
  • Violate the security of any of our websites or services through any unauthorized access, circumvention of
  • encryption or other security tools, data mining, or interference to any host, user or network.

DATA LOSS

The company does not accept responsibility for the security of your account or content. You agree that your participation in the Ulyfe Social media platform is at your own risk.

INDEMNIFICATION

You agree to defend and indemnify the company and any of its agents/employees (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney’s fees which may arise from or relate to your use or misuse of the ULYFE social media platform, your breach of these terms or your conduct or actions. You agree that the company shall be able to select its legal counsel and may participate in its defence if the company wishes.

FRAUDULENT TRANSACTIONS

We do not tolerate credit card fraud, and all fraud, without exception, is prosecuted through criminal proceedings to the fullest extent of the law. Also, we shall pursue civil legal action seeking any loss of income related to the fraud, including business, legal fees, research costs, employee downtime, and loss of revenues.

We employ advanced risk modelling to detect fraudulent transaction clues across our Services. Fraudulent transactions are immediately cancelled after being detected. Any active Orders associated with the same fraudulent credit card are also cancelled immediately.

We consider credit card chargebacks to be fraudulent if you make no reasonable effort to work with us to resolve any problems with your acquisition. All frivolous chargebacks not only cost our employees time away from our usual and customary matters of conducting regular business but also cost us money, therefore:

When we detect questionable activity related to an acquisition made, we mark the purchase with a “customer review in progress” status. We perform fraud detection procedures on the purchase to reduce our exposure to risk; during this time, you are not able to access your account.

In general, we complete reviews within four (4) to six (6) hours; individual purchases posing a higher potential risk may require more time as our performs even more extensive fraud detection checks.

We may also contact you directly as a backup precaution. If we determine that a purchase is high-risk or doesn’t comply with our Compliance and risk Policies, we cancel the purchase immediately.

Furthermore, in such instances, we reserve the right, at our sole discretion, to close any of your account (s) with us immediately. Any active Orders associated with the same fraudulent credit card or account are also cancelled immediately.

Besides, we attempt to recover fraudulently disputed charges plus additional costs via a third-party collection agency, and we may report your account to all credit bureaus as a delinquent collection account.

When a chargeback is placed or threatened on a purchase, we also reserve the right to report the incident for inclusion in chargeback abuser database(s) of our choosing and our sole discretion. The information reported includes name, e-mail address, order date, order amount, IP address, full address, and phone number.

Assignment.

ULYFE shall be permitted to assign, transfer, and subcontract its rights and/or obligations under these Terms without any notification or consent required. However, you shall not be permitted to assign, transfer, or subcontract any of your rights and/or obligations under these Terms.

LIMITATION OF LIABILITY

UNDER NO CIRCUMSTANCES WILL ULYFE OR THE GROUP OF COMPANIES BE HELD LIABLE FOR ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OR RELATED TO THIS AGREEMENT. IN THE EVENT ULYFE TECHNOLOGIES IS HELD LIABLE FOR ANY DAMAGES ARISING OUT OR RELATED TO THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY SHALL BE LIMITED TO THE FULL REFUND OF YOUR PURCHASE PRICE WITHOUT INTEREST.

SERVICE INTERRUPTIONS

The company may need to interrupt your access to the ULYFE social media platform to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime for any reason and that the company shall have no liability for any damage or loss caused as a result of such downtime.

MODIFICATIONS

The company may, from time to time and at any time modify these terms. You agree that the company has the right to modify these terms or revise anything contained herein in its sole discretion. You further agree that all modifications to these terms are in full force and effect immediately upon posting on the Website.

Modifications or variations replace any prior version of these terms unless prior versions are specifically referred to or incorporated into the latest modification or variation of these understanding. If we update or replace the terms and conditions, we shall notify via written means, which may include an e-mail. If you do not agree to the updated version or replacement of these terms, you may choose to terminate these terms.

The user is of knowledge and agrees that such modifications may be retrospective if and when allowed by the law. Such retrospective modifications are in full force and effect immediately upon posting on the Website.

You also agree to monitor these terms routinely and refer to the effective date posted at the top of these terms to note modifications or variations. You further agree to clear Your cache when doing so to avoid accessing a prior version of these terms

GENERAL TERMS

NO WAIVER: The failure to enforce any provision of these terms shall not constitute a waiver of any future enforcement of that same provision or any other provision. The waiver of any part or sub-part of these terms does not constitute a waiver of any part or sub-part.

part or sub-part of these terms does not constitute a waiver of any part or sub-part. HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under these terms are for

convenience and organization, ONLY. Headings shall not affect the meaning of any provision of these terms.

FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control, including but not limited to act of God, acts of civil authorities. Acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.

ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under these terms, including e-mail.

Entire Agreement

These Terms, including any legal notices and disclaimers contained on this Website, constitute the entire agreement between ULYFE and you in relation to your use of this Website, and supersede all prior agreements and understandings with respect to the same.