Program Application




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IMPORTANT: PLEASE READ
THE FOLLOWING CAREFULLY BEFORE AGREEING TO PARTICIPATE IN THE Young
Nutraceuticals AFFILIATE PROGRAM (THE "AFFILIATE PROGRAM") via Refersion.com. ONCE YOU ARE ACCEPTED INTO
THE AFFILIATE PROGRAM, YOUR PARTICIPATION IN THE Young Nutraceuticals AFFILIATE
PROGRAM IS GOVERNED BY THESE TERMS AND CONDITIONS (the "AGREEMENT").
IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER ENTITY,
YOU REPRESENT AND WARRANT THAT YOU ARE THE EMPLOYEE OR AGENT OF SUCH COMPANY
(OR OTHER ENTITY) AND YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT ON
BEHALF OF SUCH COMPANY (OR OTHER ENTITY). PLEASE MAKE SURE YOU READ AND
UNDERSTAND THE TERMS BELOW.



Introduction. 



Defined
terms in the Agreement include the following: (a) "you" or
"your" shall mean you, the applicant applying to participate in the
Affiliate Program, and upon our acceptance of your application, the Affiliate,
(b) "we" or "us" or "our" shall mean Young
Nutraceuticals, (c) "our Web site" shall mean the Young
Nutraceuticals Web site currently located at



YoungNutra.com (d) "your Web
site" shall mean the World Wide Web site from which you will link to our
Web site, (e) "Affiliate" shall mean a party accepted as a member of
the Affiliate Program, (f) "User" shall mean a customer who links
from your Web site to our Web site, (g) "Products" shall mean any
merchandise offered for sale by us on our Web site and does not include items
offered for sale by third parties on our Web site, (h) "Affiliate
Site" shall mean an Affiliate Web site that has been accepted as an
Affiliate of Young Nutraceuticals and (i) "Link" or "Links"
shall mean banner advertisements, buttons, datafeeds, storefronts, search
boxes, links or text links that link to the Young Nutraceuticals home page or
other specific pages of the Young Nutraceuticals Web site.



Terms
of Use.
 

We reserve the right to accept or reject Affiliates in our sole discretion. We
may reject your application for any reason, including, if we determine in our
sole discretion, that your Web site is inappropriate or objectionable. Web
sites that are objectionable or inappropriate include sites that:



Are
unavailable or under construction



Promote
in-house coupon code discount offers



Contain
hate/violent/sexually explicit/offensive content



Promote
discrimination based on race, sex, religion, nationality, disability, sexual
orientation, or age.



Are
libelous, disparaging, or defamatory



Promotes
violence or illegal activities



Use
"Young Nutraceuticals", variations or misspellings in its domain
names



Incorporates
materials that infringe upon copyright, trademark or other intellectual
property rights



Utilize
blind links or auto-redirect of web traffic



Log
sales by our affiliate management software that do not contain the
affiliate account holder's respective link code as the referrer of each and
every sale



Appropriate
Links.
 



When you
become an Affiliate in our Affiliate Program, we will provide you with Links
that will allow Users to be transported when they click on the Link to Products
on our Web site. As an Affiliate, you may display these Links on your Web site
or through other authorized promotional methods subject to your compliance with
the terms and conditions contained in the Agreement. All Links are subject to
our approval, and we will provide you with the information that you need to
enable you to make appropriate Links to our Web site.



By
accepting these Affiliate Terms, you agree that (a) such Link or Links shall be
displayed prominently throughout your Web site or other authorized promotional
method, (b) no Link or Links shall be modified, expanded or reduced in any way
without our consent and (c) no Link or Links published or distributed by you
shall in any way modify the look, feel and/or functionality of our Web site.

We reserve the right to monitor your Web site and/or authorized promotional
methods at any and at all times to make certain that you are in compliance with
these terms. You shall be fully responsible for all content, links and
activities conducted on your Web site or other promotional methods. We disclaim
all liabilities related to such matters. In accordance with the Agreement, you
agree that you shall not: 



a. Place
or use any affiliate links except with the intention of delivering valid sales.



b.
Create sales by any method or using any hidden frames, java pop ups, Web bot,
robot, automatic redirecting of users, auto spawning of browsers, cookie
stuffing or any other technique or means of generating automated
click-throughs, blind linking Young Nutraceuticals link before entering any
area of your Site(s), by placing or including Promotions or links on pages of
your Site that automatically reload or go to another page without interaction
from the user (for example, client pull or server push technology, METATAG
reload, or refresh command on page html) or on any page that is not generally
accessible to all Web users (for example, pop-up windows and hidden
frames). 



c. Place
PPC ads on Google Adwords or similar ad platforms spoofing or mimicking our
trademarks or in house trademark brand ad campaigns.



d. Place
or use any affiliate links with the intention of poaching Young Nutraceuticals'
in-house discount coupon codes. Commissions will not be made on orders that use
Young Nutraceuticals in-house discount coupon codes, with the exception of our
"welcome" code for initial orders.



Affiliates
using any of the aforementioned techniques or methods to establish a click,
and/or place a cookie on a user's computer will be terminated without notice
and forfeit all outstanding and future commissions. 



Order
Processing.
 



All
orders, customer service and fulfillment of such orders will be handled by and
through Young Nutraceuticals. You may not take orders, perform customer service
or deliver Products on our behalf. We will process orders from any Users
directed by you through your Web site, but we reserve the right to reject any
orders that do not comply with any requirements that we may periodically
impose. We will be solely responsible for all aspects of Product order
processing and fulfillment, including order entry, payment processing,
shipping, cancellations, returns and related customer service. Young Nutraceuticals
will be responsible for tracking the number of Products sold to Users who are
directed through Links to our Web site and reporting the required information
to Refersion.com for
your access. The form, content and frequency of the reports may vary from time
to time and Young Nutraceuticals shall not be responsible for any failure
of Refersion.com to
provide access to the reported information. You are responsible for making
certain that the Links are formatted properly. We reserve the right to change
the prices of any or all of our Products at any time in our sole discretion
without notice. We cannot ensure that if an order is placed that any Product
will be available to the User or that a stated price for a Product will be
accurate. We do not honor misquoted prices. All personal information regarding
the User is the sole and exclusive property of Young Nutraceuticals and shall
not be provided to you.



Referral
Fees and Commissions.
 



Referral
Fees (if any) and percentage Commissions (if any) available to you through the
Affiliate Program shall be set out in the Program Term. The Commission shall be
equal to a percentage of the Net Sales of Products purchased by a User
utilizing the Links between your Web site or other authorized promotional
method and our Web site (the "Commission"). "Net Sales"
shall mean the gross sale price of a Product, excluding amounts collected by us
for gift certificates, sales taxes, duties, shipping, handling, fraud,
charge-backs, exchanges, promotional discounts, credit card processing fees,
taxes and similar charges



The
Referral Fees and the Commission rates are subject to change at any time in our
sole discretion with seven (7) days' notice.
 In order for you to generate a
Referral Fee or Commission, the User must follow a link from your Web site or
other authorized promotional method to our site, and within the referral period
specified in the Program Term purchase the product using Young Nutraceuticals’
processing links, accept the delivery of the Product at the shipping
destination, remit full payment to us and not cancel the order. 



You will
not be eligible for a Referral Fee or Commission under the following
circumstances:



A party
comes to YoungNutra.com through
you and does not purchase anything and then returns to YoungNutra.com via another Affiliate
or partner at a later date and then makes a purchase.



A party
comes to YoungNutra.com through
your Web site and returns after the referral period by entering our url
directly.



The User
has prevented cookies from being saved on his, her or its' hard drive.



If a
User to our Web site cannot be tracked by our online ordering system for any
reason.



A party
comes to YoungNutra.com through
your Web site but purchases using a "Promotion Code" or
"discount code" that discounts their purchase, unless the code is
provided to you directly from Young Nutraceuticals.



A party
comes to YoungNutra.com via an ad placed that violates our trademarks and
copyrighted terms.



You
attempt to order items for yourself via your affiliate link and use any Young
Nutraceuticals discount coupon code.



Referral
Fees and Commission Payments.
 



We will
pay your Referral Fees and Commission payment on a monthly basis provided all
of the conditions in this Agreement have been met. Referral Fees and Commission
payments for items that have been returned 90 days from purchase will be
deducted from Referral Fees and Commissions otherwise earned in the month that
the items are returned. We will make payments to you within 30 days after the
end of the month in which we have received payment from customer, provided that
you have (a) not breached any terms or conditions of the Agreement, (b) met the
conditions set forth herein, (c) previously provided a valid mailing address to
which the payment may be mailed and (d) the transaction is eligible for a
payout.



Policies
and Pricing.
 



Users
who purchase Products through the Affiliate Program will be deemed to be
customers of Young Nutraceuticals. Accordingly, all of our rules, policies, and
operating procedures concerning customer orders, customer service and sales
will apply to those Users. We may change our policies and operating procedures
at any time in our sole discretion without notice. Products, availability of
our Products and our pricing of such Products may vary from time to time. We
will use commercially reasonable efforts to present accurate information, but
we cannot guarantee the availability or the price of any particular Product.



Licenses.



Non-Exclusive,
Limited License to ‘Young Nutraceuticals’ and ‘Mirica’ Logos and Trademarks.
 You agree to
display the Young Nutraceuticals logo and/or the Mirica logo (the "Logos")
on your homepage or other promotional location of your Web site and/or through
other authorized promotional methods. Subject to your compliance with the terms
and conditions of this Agreement, we hereby grant to you a non-exclusive,
non-transferable, non-sub licensable, revocable, limited license to use our
Logos, name, url, trademarks and other materials that we provide to you
directly or through Refersion.com solely
in the form and manner available from and identified Refersion.com. You acknowledge and agree
that such license is limited and that all right, title, ownership and interest
in the Young Nutraceuticals marketing materials shall remain with us at all
times. Your use of such Young Nutraceuticals marketing materials shall comply
with any trademark usage policies that we may adopt from time to time. You
shall not take any action inconsistent with our ownership of or goodwill
associated with the Young Nutraceuticals marketing materials, including,
without limitation, applying for registration of any of our trademarks (or any
mark similar thereto) anywhere in the world. You agree that any benefits and
goodwill arising from your use of the Young Nutraceuticals marketing materials
shall inure solely to our benefit. You agree that you shall not engage,
participate or otherwise become involved in any activity or course of action
that diminishes and/or tarnishes the image and/or reputation of Young
Nutraceuticals. You also agree that you shall not use the Young Nutraceuticals
marketing materials in any manner that is disparaging or that otherwise
portrays us in a negative light. We reserve all of our rights in the Young
Nutraceuticals marketing materials and all other intellectual property rights.
You shall not create, publish, distribute or permit any materials that make
reference to us, without first submitting such material to us and receiving our
written consent. We may revoke your license at any time. This license shall
terminate upon the effective date of the expiration or termination of this
Agreement and you shall immediately cease all use or publication of the Young
Nutraceuticals marketing materials.



Non-Exclusive
Limited License and Use of Affiliate Logos and Trademarks.
 You grant us
a non-exclusive license to utilize your names, titles, logos, trademarks and
urls (collectively, the "Affiliate Trademarks") to advertise, market,
promote and publicize in any manner our rights here under; provided, however,
we shall not be required to advertise, market, promote or publicize your Web
site. You hereby represent and warrant that you are the sole and exclusive
owner of the Affiliate Trademarks and have the right and power to grant us the
license to use the same contemplated in this Agreement and that such grant does
not and will not (a) breach, conflict with or constitute a default under any
agreement or other instrument applicable to you or binding upon you or (b)
infringe upon any trademark, trade name, service mark, copyright or other
proprietary right of any other person or entity. This license shall terminate
upon the effective date of the expiration or termination of this Agreement.



Use
of Young Nutraceuticals Trademarks on Third-Party Web Sites.
 Affiliate
agrees not to bid on any Young Nutraceuticals name or trademarks or variations
thereof, within any and all pay-for-placement, paid inclusion and other search
engines. In addition, Affiliate may not claim to be Young Nutraceuticals in any
pay-for-placement, paid inclusion or other search engines, and must clearly
state the nature of the Affiliate relationship. Affiliates violating this
policy may be terminated without notice and forfeit all outstanding and future
commissions.



Ownership;
Confidentiality.
 



The Young
Nutraceuticals marketing materials (including, without limitation, the Links)
and all User data collected pursuant to this Agreement are, as between us and
you, our property and we own all right, title and interest in Young
Nutraceuticals marketing materials and User data. During the course of this
Agreement, Affiliate may be in possession of or have access to certain
confidential, non-public, proprietary, or secret information and material of Young
Nutraceuticals, including, without limitation, User data or information,
information regarding Product sales, and similar data ("Confidential
Information"). You agree and acknowledge that this Confidential
Information shall at all times be and remain our sole and exclusive property,
and you further agree that:



You will
hold all Confidential Information in the strictest confidence, and will protect
all Confidential Information from any unauthorized use, disclosure, copying,
dissemination or distribution.



You will
not disclose any Confidential Information to any third party without our
express prior written consent.



You will
disclose Confidential Information within your organization only to the extent
necessary for your compliance with the terms of this Agreement.



You will
treat all Confidential Information with no less than the same degree of care as
you accord your own secret or proprietary information.



You will
not utilize the Confidential Information in any way other than in connection
with your compliance with this Agreement and your participation in the Affiliate
Program. Without limitation on the foregoing, you will not use any Confidential
Information for the benefit of any third party or to design, develop, provide
or market any other product or service.



Upon
termination of this Agreement, you agree to return to us all documents and
other tangible materials and copies thereof in your possession containing any
Confidential Information. You acknowledge that all Confidential Information is,
and shall be, owned solely by us and that the unauthorized disclosure or use of
such Confidential Information could cause irreparable harm and significant
injury, the extent of which may be difficult to ascertain. The protections
afforded to Confidential Information under this Agreement are in addition to,
and not in lieu of, the protections afforded under any trade secrets laws,
including the Uniform Trade Secrets Act.



Affiliate
Partner Responsibilities.
 



You will
be solely responsible for the development, technical operation and maintenance
of your Web site or other promotional methods and for all materials that appear
on your Web site or other promotional methods. You shall be solely responsible
for ensuring that materials posted on your Web site or in other promotional
methods do not violate or infringe upon the rights of any third party,
including copyright, trademark, privacy or other personal or proprietary
rights, and ensuring that materials posted on your Web site or in other
promotional methods are not libelous or otherwise illegal. You must have
express written consent to use another party's copyrighted or proprietary
material. We disclaim all responsibility if you use another party's copyrighted
or other proprietary material in violation of the law.



Promotional
Methods.
 



You
represent and warrant that you will not engage in and/or facilitate spamming,
indiscriminate advertising or unsolicited commercial email or otherwise fail to
comply with the CAN SPAM Act of 2003 (Public Law 108-187 or any successor
legislation), and/or any laws and/or regulations that govern advertising, email
marketing and/or communications. Without limiting the foregoing, for any emails
sent in connection with this Agreement:



Only
"opt-in" system may be used. (Opt-in systems are those where the user
specifically requests to be placed on a mailing list.)



If you
generate your own opt-in list through forms on your Web site, as long as you
disclose that users will receive e-mailings from you.



Use of
any lists, whether purchased or created, compiled by means of automated tools
are not permitted. This includes, for example, lists developed by scanning
UseNet, e-mail archives, or Web pages for e-mail addresses, regardless of
whether the scan was "targeted."



You must
use valid e-mail headers at all times.



You must
give the Web address of the opt-in system used and tell the user receiving your
mail that such e-mails can be stopped by visiting that opt-in site.



If
anyone contacts you and asks to be removed from your list you will do so within
96 hours and send an e-mail acknowledging the removal.



You
represent and warrant that you will not engage in pop-up or pop-under
advertising using any means involving third party properties and/or services
(software). Pop up/unders are acceptable on a first party basis only when
triggered by your site content /site visit or by downloadable software
applications for which you are the owner/operator. Pop up/unders delivered
through downloadable software cannot engage in means that force clicks or
perform redirects, or pop over a pay-per-click listing or natural search
results.



Privacy. 



You must
conspicuously post your privacy policy on your Web site and otherwise make it
available to all Visitors. Your privacy policy must comply with all laws and
regulations regarding the privacy of Visitor information, be commercially
reasonable, and fully and accurately disclose your collection and use of
Visitor information.



Usage
and Security of Account.
 



You
shall be responsible for all usage and activity on your Account and for loss,
theft or unauthorized disclosure of your password .You shall provide us with
prompt written notification of any known or suspected unauthorized use of your
Account or breach of the security of your Account.



Agreement
Term.
 



The term
of this Agreement shall begin upon our acceptance of your Online Application
and will end when terminated hereunder. We may terminate this Agreement at any
time, with or without cause, by giving seven (7) days' written notice of
termination. Notice by e-mail to your address on our records is considered
sufficient notice for our termination of this Agreement. This Agreement may be
terminated immediately by us in the event that you materially: (a) violate the
Agreement. This Agreement may also be terminated by us in less than seven (7)
days in the event any law in any jurisdiction is passed which, in our sole
discretion, may cause us to immediately be subject to sales/use tax nexus in
such jurisdiction. If this Agreement is terminated because you violated the
terms of this Agreement, or because your Web site or other promotional methods
are deemed by us to be objectionable, you are not eligible to receive any
Referral Fees or Commission payments, even for Referral Fees or Commissions
that you earned prior to the date of your termination. If this Agreement is
terminated for any other reason, then you shall be eligible to receive only
those Referral Fees and Commissions generated prior to the termination of this
Agreement (except as provided below). Referral Fees and Commissions earned
through the termination of the Agreement shall remain payable only if the
related Product orders are not canceled or returned. We reserve the right to
withhold your final payment for a reasonable period of time to ensure that the
correct amount is paid to you. Further, in the event that we determine, in our
sole and absolute discretion, that you have breached or are breaching any of
the terms set forth in this Agreement or have engaged or are engaging in any
other activity which could cause us to be deemed a sales or similar tax
collector under State law, we reserve the right to suspend or terminate your
affiliate relationship with Young Nutraceuticals, including the forfeiture of
any Referral Fees and/or Commission payments from the date of the breach or
activity. 



Agreement
Modification.
 



We
reserve the right to modify the terms and conditions of this Agreement in our
sole discretion upon seven (7) days written notice through the Network Service
(via the "Replace" option) with effect on the later to occur of your
acceptance or the 8th day after such notice is posted. If any modification is
unacceptable to you, your sole recourse is to terminate this Agreement by
expiring the relationship and/or rejecting the new Program Term offered.
Affiliate’s continued participation in the Program by accepting the newly
offered Program Term with new terms and conditions for this Agreement
constitutes Affiliate’s binding acceptance to the change.



Relationship
of the Parties to this Agreement.
 



Each
party shall act as an independent contractor and nothing set forth in this
Agreement will create any partnership, joint venture, agency, franchise, sales
representative or employment relationship between the parties. You will have no
authority to make or accept any offers or representations on our behalf. You
will not make any statement, whether on your site or otherwise, that reasonably
would contradict anything in this Section.



Limitations
on Liability.
 



We will
have no liability of any sort arising from any interruptions or errors in our
Web site. WE WILL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR
CONSEQUENTIAL DAMAGES OR ANY LOST REVENUES, DATA OR PROFITS ARISING UNDER OR
WITH RESPECT TO THIS AGREEMENT OR THE AFFILIATE PROGRAM, EVEN IF WE WERE
ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES AND
NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. Further, our
aggregate liability arising under or with respect to this Agreement or the
Affiliate Program shall in no event exceed the total amount of Referral Fees
and Commissions paid by us to you under this Agreement.



Warranty
Disclaimers.
 



WE
HEREBY DISCLAIM, AND YOU HEREBY RELEASE US, FROM ANY AND ALL LIABILITY FOR
DOWNTIME OR OTHER INTERRUPTIONS IN SERVICE REGARDING THE LINKS AND/OR OUR WEB
SITE. WITHOUT LIMITING THE FOREGOING, THE LINKS, THE LICENSED TRADEMARKS ARE
PROVIDED TO YOU "AS IS" WITHOUT ANY WARRANTY OR ANY KIND. WE MAKE NO
WARRANTIES OR REPRESENTATIONS OF ANY KIND WITH REGARD TO THE AFFILIATE PROGRAM
OR ANY PRODUCTS, EXPRESS OR IMPLIED, STATUTORY, ARISING BY LAW OR OTHERWISE,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE,
NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR ARISING
OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT
WARRANT THAT OUR WEB SITE OR PRODUCTS WILL BE ERROR FREE, FUNCTION WITHOUT
INTERRUPTION OR THAT ANY ERRORS WILL BE CORRECTED. UNDER NO CIRCUMSTANCES SHALL
WE BE RESPONSIBLE FOR THE PRACTICES, ACTS OR OMISSIONS OF Refersion.com RELATING TO Refersion.com’s
SERVICES OR OTHERWISE. IF AS A MATTER OF LAW WE MAY NOT DISCLAIM ANY WARRANTY,
THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMISSIBLE UNDER
APPLICABLE LAW.



Indemnification. 



You
hereby agree to indemnify, defend and hold harmless us and our stockholders,
officers, directors, employees, agents, affiliates, successors and assigns, from
and against any and all claims, losses, liabilities, damages or expenses
(including attorneys' fees) of any nature whatsoever incurred or suffered by us
(the "Damages") insofar as such Damages (or actions in respect
thereof) arise out of or are based upon: (a) any claim or threatened claim that
our use of the Affiliate Trademarks infringes on the rights of any third party,
(b) your breach or alleged breach of this Agreement or any representation or
warranty or covenant made by you in this Agreement, (c) your unauthorized use
of any of our Confidential Information or (d) any claim related to your
products, services, Web site or promotional methods, including any claims
relating to the development, operation, maintenance, activities, contents and
links of your Web site, emails or other promotional activities. Additionally,
you shall indemnify, defend and hold harmless Young Nutraceuticals from and
against any administrative, regulatory or legal proceeding arising out of Young
Nutraceutical’s alleged failure to collect State sales tax to the extent that
such proceeding results, in whole or in part, from your breach or alleged
breach of any provision of the Special Terms. YOU ACKNOWLEDGE THAT YOU HAVE
READ THIS AGREEMENT AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. YOU UNDERSTAND
THAT WE MAY AT ANY TIME (DIRECTLY OR INDIRECTLY) SOLICIT CUSTOMER REFERRALS ON
TERMS THAT MAY DIFFER FROM THOSE CONTAINED IN THIS AGREEMENT OR OPERATE WEB
SITES THAT ARE SIMILAR TO OR COMPETITIVE WITH YOUR WEB SITE. YOU HAVE
INDEPENDENTLY EVALUATED THE DESIRABILITY OF PARTICIPATING IN THE PROGRAM AND
ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE OR STATEMENT OTHER THAN AS SET
FORTH IN THIS AGREEMENT.



Binding
Agreement.



You
hereby represent and warrant to us that this Agreement has been duly accepted
and validly approved by your authorized agent and that such Agreement has been
validly accepted and delivered by you and constitutes your legal, valid and
binding obligation, enforceable against you in accordance with its terms and
that the acceptance, delivery and performance of this Agreement are within your
legal capacity and power, have been duly authorized by all requisite action on
your part, require the approval or consent of no other persons and neither
violate nor constitute a default under the provision of any law, rule,
regulation, order, judgment or decree to which you are subject or which is
binding upon you, or the terms of any other agreement, document or instrument
applicable to you or binding upon you.



Miscellaneous. 



This
Agreement shall be governed by the laws of the United States and of the State
of Nevada, as applied to agreements made, entered into and performed entirely
within the State of Nevada, notwithstanding your actual state of residence or
principal business location. Any action relating to this Agreement must be
brought in federal or state courts located in Clark County, Nevada and you
irrevocably consent to the jurisdiction of such courts. You agree that damages
may be inadequate to compensate Young Nutraceuticals for the unique losses to
be suffered in the event of a breach of this Agreement, and that Young
Nutraceuticals will be entitled, in addition to any other remedy it may have
under this Agreement or at law, to seek and obtain injunctive and other
equitable relief, including specific performance of the terms of this Agreement
without the necessity of posting bond. You may not assign this Agreement, by
operation or law or otherwise, without our prior written consent, any such
purported assignment shall be null and void. Subject to such restriction, this
Agreement will be binding upon, inure to the benefit of and be enforceable
against the parties and their respective successors and assigns. If any
provision herein 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. Our failure to enforce your strict performance of any
provision of this Agreement will not constitute a waiver of our right to
subsequently enforce such provision or any other provision of this Agreement.
This Agreement and the documents referenced herein constitute the entire
agreement between the parties regarding its subject matter, supersedes any
other agreements or understandings between them.