TERMS AND CONDITIONS AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS. THESE TERMS AND CONDITIONS INCLUDE AN ARBITRATION CLAUSE IN PARAGRAPH 15 THAT REQUIRES THE USE OF MANDATORY BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES. EXCEPT FOR CERTAIN TYPES OF DISPUTES REFERENCED IN PARAGRAPH 15, YOU AGREE THAT DISPUTES WITH MEIEROTTO WILL BE RESOLVED PURSUANT TO THE PROVISIONS OF PARAGRAPH 15 AND YOU WAIVE YOUR RIGHTS TO PARTICIPATE IN A JURY TRIAL, ANY COURT PROCEEDINGS OR IN CLASS ACTIONS OF ANY KIND.

User’s Acknowledgment and Acceptance of Terms and Conditions

This Terms and Conditions Agreement (the “Agreement”) is a legal agreement between you and Meierotto Jewelers, LLC, a Missouri limited liability company dba Midwest Coin and Currency (“Meierotto”). This Agreement governs your use of this Web site (the “Site” or “Website”). Be sure that you carefully read and fully understand this Agreement. Meierotto is willing to provide you with access to the Site only on the condition that you accept all of the terms and conditions contained in this Agreement. Your use of the Site, including without limitation any of the products or services offered on the Site, will constitute your acceptance of, and agreement to be bound by, all the terms and conditions of this Agreement. IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MAY NOT ACCESS THE SITE OR ORDER ANY PRODUCTS OR SERVICES PROVIDED ON OR THROUGH THE SITE

THIS AGREEMENT APPLIES TO ALL ORDERS, PURCHASES, AND SALES, WHETHER MADE VIA THE WEBSITE, BY TELEPHONE, OR OTHERWISE.  BY USING THE WEBSITE, YOU REPRESENT AND WARRANT, WITHOUT LIMITATION, THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT UNDERSTAND OR DO NOT AGREE TO BE BOUND BY AND COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ANY OTHER SUPPLEMENTAL TERMS, DISCLOSURES, AND DISCLAIMERS, YOU MUST IMMEDIATELY EXIT THE WEBSITE.

WE RESERVE THE RIGHT TO MAKE CHANGES TO THIS AGREEMENT AT ANY TIME AND YOU AGREE THAT WE MAY CHANGE THE TERMS AND CONDITIONS AT ANY TIME.  YOU AGREE FURTHER THAT WE MAY MAKE CHANGES TO THE WEBSITE AT ANY TIME IN OUR SOLE DISCRETION, FOR ANY REASON OR NO REASON AND WITHOUT PRIOR NOTICE TO YOU.  YOU AGREE IF YOU CONTINUE TO USE THE WEBSITE AFTER WE HAVE POSTED A CHANGE TO THIS AGREEMENT, THEN YOU ARE BOUND BY THE MOST RECENT VERSION OF THIS AGREEMENT.

1. LICENSE

Meierotto grants you a personal, revocable, non-transferable and non-exclusive license to access and display on your computer and not to download (other than page caching) the underlying code, text, audio clips, images, and other content that is made available to you on the Site, for non-commercial, personal purposes only. You may not modify or create a derivative work of any such content. No other use is permitted. All rights not expressly granted herein are reserved by Meierotto.

2. COPYRIGHTS, TRADEMARKS AND INTELLECTUAL PROPERTY

2.1 General.

The names, graphics, logos, icons, designs, words, titles and phrases on this Site constitute trademarks, trade names, trade dress and associated products and services of Meierotto or its affiliates. Some logos and images are the trademarks of their respective owners. The trademarks, trade names, trade dress and associated products and services represented on this Site are protected under United States and international law and their display on this Site does not convey or create any license or other rights in these trademarks, trade names, trade dress and associated products and services. Any use of them without prior written authorization of Meierotto is strictly prohibited. The names of actual companies, brands and products mentioned herein may be the trademarks of their respective owners.

2.2 Submissions to Meierotto.

By posting, uploading, inputting, providing or submitting content or information to the Website (collectively, “Submissions”), you are granting Meierotto, its affiliated companies and necessary sublicensees permission to use your Submissions in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submissions; and to publish your name in connection with your Submissions.

No compensation will be paid with respect to the use of your Submissions, as provided herein. Meierotto is under no obligation to post or use any Submissions you may provide and may remove any Submission at any time in Meierotto sole discretion.

By posting, uploading, inputting, providing or submitting your Submissions you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

2.3 Notices and Procedure for Making Claims of Copyright Infringement.

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE.   Please send a written notice clearly indicating the specific pages or content you claim to be infringing to the following agent:  Compliance Officer,  Meierotto Jewelers, 1900 Diamond Parkway, North Kansas City, MO 64116

3. SHIPMENTS; RISK OF LOSS

All items purchased from the Site are made pursuant to a shipment contract.  Title and risk of loss pass to you upon our transfer of the products to the shipment carrier.  Notwithstanding the foregoing, we will use reasonable efforts to obtain coverage from a third party to cover certain loss or theft of packages not due to any fault or negligence of you, and to the extent we obtain reimbursement from the third party for a lost or stolen package we will provide such reimbursement to you subject to the conditions in this Section 3.  You must provide an accurate, current shipping address and be able to be physically present at that address when your shipment is scheduled to be delivered. In the event of a lost or stolen shipment, you must fully cooperate with any investigation we, law enforcement, postal authorities, and insurance adjusters may conduct. In such event, you also agree to sign a sworn affidavit stating the circumstances surrounding the damaged/lost merchandise. Meierotto has sole discretion in determining whether to replace a lost shipment.  Your waiver of any security and/or signature procedures or your failure to claim a package in a timely manner may serve as a basis for denial of coverage.

If a package is lost in transit, it is your responsibility to notify Meierotto of this within seven (7) days of the last in-transit tracking scan. While Meierotto will work to locate the package, we are not be liable for packages lost in transit when you did not notify us of non-delivery within seven (7) days of the last in-transit tracking scan. Moreover, we will not cover a loss where you do not notify us of a delivery problem within two (2) business days of a tracked delivery date — or in any cases where you have left instructions with any carrier or delivery service to leave packages unattended for you, deliver to a different address, or deliver without following the direct signature procedure. This includes, but is not limited to, a building manager, neighbor, freight forwarder, a business mailroom, group mailbox, or a drop-off location such as Mail Boxes, etc. and The UPS Store.

If your package is being sent with a signature requirement, this process is not always being followed by the carriers and as such packages may be left at or near your front door or in your mailbox, etc., without any direct communication from the delivery driver. You agree therefore to be present at the delivery address and ready to receive the package when the carrier arrives, even if the carrier does not expressly notify you of the actual delivery.

In the event the carrier (USPS, UPS, Fed Ex, etc.) attempts to deliver a damaged or opened package to you, you must refuse to accept delivery of the shipment.  Ask the carrier to make note of the damage and return the package to the sender. If you accept delivery of a damaged package, Meierotto will not be responsible for missing contents. 

Should a package be returned to us after a failed delivery (or pickup) attempt, and you are unable or unwilling to make new delivery arrangements, we reserve the right to deem this as an order cancellation and assess Market Loss Adjustment Fees and administrative fees as set forth in this Agreement. We reserve the right to withhold funds pending written instructions and verification from you.

If you obtain reimbursement for a lost of stolen package, and you later locate or obtain the merchandise that you had reported lost or stolen, you agree to return such merchandise to us immediately.

4. MODIFICATIONS AND SUPPLEMENTS TO SITE

The disclaimers, terms and conditions in this Agreement are of general application and may be supplemented by additional disclaimers, guidelines, rules, terms or conditions of specific application on any particular page of the Site.

Meierotto reserves the right to modify, suspend or discontinue, temporarily or permanently, the Site from time to time. The information and materials contained on the Site are subject to change.

5. MEMBER ACCOUNT; PASSWORD AND SECURITY

When using or registering or ordering on this Site, you agree to provide accurate personal, contact and payment information.  You represent and warranty that all personal and contact information provided is accurate and complete and that any payments made are from your own account.  Meierotto reserves the right to use any public or non-public information available to verify your identity and information provided.

You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to immediately notify Meierotto of any unauthorized use of your password or account, or any other breach of security of which you are aware, and to ensure that you properly close out of your account at the end of each session.

By creating an Account or ordering through this Site, you agree that Meierotto, and its designees and agents, may contact you by any available means, including, but not limited to, by phone, by text message, or by email.

Meierotto does not sell products for children. If you are under 18, you may use this Website only with involvement of a parent or guardian.

6. ORDER POLICIES AND PROCEDURES

You may make purchases from Meierotto only in accordance with this Agreement and accompanying policies and procedures.  Upon placing an order to purchase from Meierotto, you have entered into a binding and legally enforceable agreement subject to the terms and conditions of this Agreement. 

When placing an order on the Website, the price at which your order is submitted is the reserved price.  In order to maintain your reserved price, the payment in full must initiated by you within 8 business hours after your order and must be received by Meierotto within two (2) business days if payment is made by bank wire.  All check payments must be postmarked for delivery within one (1) business day of your order and for checks over $5,000 you must email a copy of the check to info@midwestcoinkc.com within 4 hours of placing your order.  If a check payment is not received in its entirety within five (5) calendar days of the original order date (including receipt of any required email copy of the check), or a bank wire order is not received in its entirety within two (2) business days of the original order date, you will be considered in breach and we reserve the right to cancel your order and to collect damages as set forth in this Agreement.

A completed order is denoted by our clearance of payment and receipt of available funds in our bank account.   We reserve the right to reject an order if payment is completed after the allotted time frame.  No order will be shipped or delivered until the order is completed. 

We reserve the right to cancel, suspend or recall any order where we, in our sole discretion, have a belief that the order may be fraudulent.  In such cases, we may request that you provide payment by an alternative means within a designated time frame and if you are unable or unwilling to comply with such request, we reserve the right to cancel such order in our sole discretion.

Our Website is intended to facilitate small orders of bullion and coins.  For any orders (whether placed individually or collectively, including orders placed by the same household or related persons), we reserve the right to reject or cancel any order for 25 or more troy ounces of gold or for 1,000 or more troy ounces of silver.  For orders above these limits, please call us or visit us in person to place and confirm the order.

7.  CANCELLATION AND RETURN POLICY

Once you have placed an order with Meierotto you have entered into a binding legal agreement and you may not unilaterally cancel the confirmed order. However, after your confirmed order has been placed and prior to it being shipped, you may request cancellation of the order and upon your payment of a “Market Loss Adjustment Fee” and an Administrative Fee (both as defined below) we will cancel your order.   The Market Loss Adjustment Fee will be calculated by Meierotto based on the difference in price of the items you purchased on your order confirmation compared to the price of the items at the time your cancellation request.   If the price of the items have increased since your order was placed, in no event will you receive any credit or gain.  The Administrative Fee shall be calculated as the lesser of 10% of your order total or $250.00.

If the description of an item you purchased is materially inaccurate from that listed on our Site at the time of purchase, we will allow you to cancel an order without a cancellation fee.  In this case, you must notify us within 3 business days after receipt of the item and you must return the items to us using an insured carrier.  After we have received and inspected the item(s) and confirmed the inaccuracy, we will issue a refund.    For avoidable of doubt, a product is not materially inaccurate unless it is a completely different metal weight or type of product than what was ordered.  You agree that scratches or imperfections, or variations in product design or year of mintage shall not be considered to be materially inaccurate.

If you return any item without obtaining prior written approval, Meierotto reserves the right to deduct from your payment a Market Loss Adjustment Fee and an Administrative Fee to cover costs of processing your unauthorized return. 

8. ACCEPTED PAYMENTS

For orders over certain dollars amounts determined in our sole discretion, we may disallow credit card payments, and instead require a check, money order, wire transfer or for payment. In such cases, we reserve the right to wait for payment in available funds before we ship or deliver merchandise to you.  

9. PRICING ERROR AND INACCURACY DISCLAIMER

Information on our Site may contain errors or inaccuracies and may not be complete or current. We therefore reserve the right to correct any errors or inaccuracies and to change or update information at any time without prior notice (including after you have submitted your order). Please note that such errors or inaccuracies may be related to product descriptions, product images, pricing and availability. In the event of a pricing or other error for which we cancel your order, Meierotto will provide you with the following options: (1) to proceed with the transaction based on the corrected information or pricing; or (2) to cancel your transaction and obtain a full refund.

In addition, many of the products we sell are commodity items subject to fluctuations in prices for precious metals and gems. Therefore, we reserve the right to modify advertised prices to reflect changes in the price of silver, gold, platinum, diamonds, gemstones or other commodities.

In the event that commodity prices change rapidly due to national or global economic events or news before we are able to update the item prices on our Website, we reserve the right to cancel any orders placed on our Website and to refund your purchase price.

List price is based on Meierotto regular pricing. Items in your shopping cart will reflect the most recent quantity and price displayed on the item’s product detail page. Prices may be updated to adjust for different sales, limited pricing, and other discounting. Therefore, prices and quantities on the product detail page and in your shopping cart may change after such updates to reflect the current prices. Placing items in your shopping cart does not reserve the current prices or products shown at that time.

Discounts are limited-time offers and are not valid with other offers, promotions or coupons. In addition, you may not apply a coupon or a discount to an order that has already or previously been submitted. Despite our best efforts, some of the items in our catalog may be mispriced or may be out of stock. Meierotto reserves the right to adjust pricing, revoke discounts, promotions, discount codes or sales without prior notice.

10. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

THIS SITE AND PRODUCTS OFFERED ON THE SITE ARE PROVIDED BY MEIEROTTO ON AN “AS IS” AND “AS AVAILABLE” BASIS. MEIEROTTO MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE OPERATION OF THIS SITE OR THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THIS SITE. YOU EXPRESSLY AGREE THAT YOUR USE OF THIS SITE IS AT YOUR SOLE RISK.

TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, MEIEROTTO DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MEIEROTTO DOES NOT WARRANT THAT THIS SITE, ITS SERVERS, OR E-MAIL SENT FROM MEIEROTTO ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MEIEROTTO WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING FROM THE USE OF THIS SITE, INCLUDING, BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES.

CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

11.  INVESTMENT DISCLAIMER

All investments, including coins and bullion, involve a degree of risk and are affected by numerous economic or geo-political factors, all of which are beyond the control of Meierotto.  You, and not Meierotto, are responsible for such risks, including, without limitation, market volatility and inability to liquidate the products at an acceptable price, or at all.  Consult your investment or financial advisor prior to purchasing/selling and fully assess whether you possess adequate savings and income prior to considering such an investment.  Our pricing of precious metals includes a premium above the market or spot prices of the precious metals.  You represent and warrant to Meierotto that you have sufficient experience and knowledge to make informed financial decisions and that Meierotto is not making any recommendation with respect to such purchases and/or such sales.

12. PRIVACY POLICY

Our privacy policy governs your use of the Site. Please review our privacy policy located at https://midwestcoinkc.com/privacy-policy/ to understand the information we collect from you and how we may use or disclose such information. 

13. CLAIM PERIOD LIMITATION

YOU AGREE THAT ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT MUST BE FILED WITHIN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR BE FOREVER BARRED.

14. APPLICABLE LAW

Except as set forth elsewhere in this Agreement, this Agreement, the entire relationship between you and Meierotto, and all claims or causes of action (whether in contract, tort or statute) that may be based upon, arise out of or relate to this Agreement shall be controlled and governed by, and enforced in accordance with, the applicable laws of the United States of America and the State of Missouri, including laws in the State of Missouri relating to the statute of limitations, without regard to the State of Missouri conflicts of laws provisions.

15. ARBITRATION AGREEMENT; CLASS ACTION WAIVER; WAIVER OF JURY TRIAL

PLEASE READ THE FOLLOWING PARAGRAPHS CAREFULLY BECAUSE THEY REQUIRE YOU TO AGREE TO RESOLVE ALL DISPUTES BETWEEN US THROUGH BINDING INDIVIDUAL ARBITRATION.

Waiver of Jury Trial. YOU AND MEIEROTTO EACH AGREE TO WAIVE THE RIGHT TO A TRIAL BY JUDGE OR JURY FOR ALL DISPUTES, EXCEPT FOR DISPUTES RELATING TO THE ENFORCEMENT OR INFRINGEMENT OF YOUR OR OUR INTELLECTUAL PROPERTY RIGHTS (SUCH AS COPYRIGHTS, TRADEMARKS, DOMAINS, LOGOS, TRADE DRESS, TRADE SECRETS, AND PATENTS). Such disputes include, but shall not limited to, those arising directly or indirectly or alleged to arise from, in relation to, or in any way in connection with your rights of privacy and publicity. Such disputes will be resolved through final and binding arbitration, which is typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. You and Meierotto agree not to combine a dispute that is subject to arbitration under this Agreement with a dispute that is not eligible for arbitration under this Agreement.

Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable, neither you nor we are entitled to arbitration; instead, all claims and disputes will be resolved in a court as set forth herein.

Required Use of JAMS. You agree that the arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) under the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Consumer Arbitration Minimum Standards in effect at the time the arbitration is initiated (collectively, the “JAMS Rules”). The arbitration will be presided over by a single neutral arbitrator selected in accordance with the JAMS Rules. The JAMS Rules, information regarding initiating an arbitration, and a description of the arbitration process are available at www.jamsadr.com. The location of the arbitration and the allocation of fees and costs for such arbitration shall be determined in accordance with the JAMS Rules.

Initiating Arbitration. If you intend to seek arbitration you must first send a written notice (the “Notice”), by certified U.S. Mail to the following:

Meierotto Jewelers, LLC  dba Midwest Coin and Currency, Attn: Legal

1900 Diamond Parkway

North Kansas City, Missouri 64116

If Meierotto intends to seek arbitration, Meierotto will send the Notice to the current billing address on your account with Meierotto. The Notice must describe the nature and basis of the claim and the specific relief sought. If you and Meierotto cannot reach an agreement within thirty (30) days from the receipt of the Notice, either party may initiate arbitration proceedings.

Place to File Permitted Court Actions. If your dispute is related to intellectual property rights, or if the arbitration agreement is found to be unenforceable, you and Meierotto agree and consent that such disputes will be resolved in the federal or state courts in the State of Missouri, as applicable, and that you and Meierotto agree to submit to personal jurisdiction and venue of the federal and state courts located in the State of Missouri.

Time Limit to Commence Arbitration. You and Meierotto agree that for any dispute (except intellectual property disputes), you or Meierotto must commence an arbitration proceeding within one year after the dispute first arose; otherwise, such dispute is permanently barred. This means that if we or you do not commence an arbitration within one year after the dispute first arose, the arbitration will be dismissed as untimely.

Arbitration Agreement Survival. This arbitration agreement will survive the termination of your relationship with Meierotto.

16. NO WAIVER

No delay or failure on the part of Meierotto in exercising any right or any remedy shall operate or be construed as a waiver of that right or that remedy.  In addition, no partial exercise by Meierotto of any right or any remedy shall preclude the further exercise of that right or that remedy or the exercise of any other right or any other remedy. 

17. ASSIGNMENT

You may not assign this Agreement, including your related rights and/or obligations, without express prior written consent of Meierotto.  Such consent may be granted or withheld by Meierotto at its sole and absolute discretion.  Meierotto may assign this Agreement to any third party including any merger or consolidation by operation of law.

18.  ATTORNEYS’ FEES; REMEDIES FOR BREACH

Without limiting any other damages available under this Agreement, if you are in breach of this Agreement due to failure to pay for merchandise ordered or for unauthorized cancellation of any order where the total value of all orders placed by you is greater than one thousand dollars ($1,000), you agree that Meierotto may recover from you attorneys’ fees and collection fees incurred by Meierotto in collecting any amounts due from you.

In the event you are in breach of this Agreement for cancellation or non-payment of an order, you expressly authorize and grant to Meierotto the right to charge your credit card or bank account (or deduct from any refund) the amount of any Administrative Fees and Market Loss Adjustment Fee incurred by Meierotto, in additional to any other damages allowed under this Agreement.

19. FORCE MAJEURE

Meierotto shall not be liable or responsible to you, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts beyond Meierotto’s reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”) that frustrates the purpose of this Agreement: (a) acts of God; (b) flood, fire, earthquake or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) action by any governmental authority; (e) national or regional emergency; (f) strikes, labor stoppages or slowdowns or other industrial disturbances; (g) epidemic, pandemic or similar influenza or bacterial infection; (h) shortage of power or transportation facilities; (i) failure, delay or interruption of automated price update tools on our Website; and (j) other similar events beyond the reasonable control of Meierotto.

20.  SEVERABILITY

If any provision of this Agreement is determined to be illegal or unenforceable, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent permitted by law or equity while preserving its original intent. The invalidity of any part of this Agreement shall not render invalid the remainder of this Agreement.

21. ENTIRE AGREEMENT

This Agreement is the entire and exclusive agreement between the parties, and it supersedes all previous communications, representations or agreements, either oral or written, between you and Meierotto with respect to this subject matter. No representations or statements of any kind made by any employee of Meierotto, which are not included in this Agreement, shall be binding on Meierotto or its affiliates.