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24. Independent Status. The Agreement is not to be construed to create an association,
<br />partnership, joint venture, relation of principal and agent, or employer and employee between PM USA
<br />and Retailer or Retailer's employees, agents, or subcontractors, within the meaning of any federal, state,
<br />or local law. Retailer is not authorized to and will not enter into any agreement, oral or written, on behalf
<br />of PM USA or otherwise obligate PM USA without PM USA's advance, written approval.
<br />25. Notices. If at any time PM USA wishes to give any notice or other communication in connection
<br />with the Agreement, including notices of alterations, amendments, or modifications of the Agreement or
<br />the termination of the Program, PM USA may deliver such notice or other communication in writing by
<br />posting such notices on the Website, or by using e-mail, mail, fax, or such other means as PM USA
<br />determines. All notices and other communications hereunder will be deemed to have been made: (A) if
<br />in person, by confirmed facsimile transmission, or by certified or registered mail return receipt requested,
<br />when such notice is delivered; (B) if sent by recognized overnight delivery service, the date after it is sent;
<br />(C) if sent through e-mail or by postage prepaid first class mail, when such notice is sent; or (D) if posted
<br />on the Website, when posted. In each case notice will be provided as follows:
<br />To Retailer: On the Website or at the (1) e-mail address or facsimile number provided by Retailer through
<br />the Website or (2) address listed on the Agreement or
<br />To PM USA: By delivery of such notice in writing to Retailer's AGDC representative.
<br />26. Waiver With Respect to the Website. Retailer acknowledges that Retailer's failure to provide
<br />and update as necessary a valid email address or to access the Website regularly may result in Retailer's
<br />inability to be apprised of updates to the Website and to otherwise receive important information and
<br />notices in connection with the Agreement. Retailer waives any and all claims at law or in equity it may
<br />have against PM USA that arise out of or relate to Retailer's failure to provide and update as necessary a
<br />valid e-mail address or to access the Website regularly, to receive information or notices via e-mail or
<br />through the Website, or to otherwise conduct transactions through the Website.
<br />27. NO REPRESENTATION OR WARRANTY. NEITHER PM USA NOR ANY PM USA AFFILIATE
<br />WARRANTS, AND EACH SPECIFICALLY DISCLAIMS ANY REPRESENTATION THAT THE
<br />INTERNET, ITS EMAIL SYSTEM OR ANY OTHER ELECTRONIC MEANS WILL BE UNINTERRUPTED
<br />OR ERROR -FREE. PM USA SHALL HAVE NO LIABILITY FOR THE FAILURES OF ITS SERVICE
<br />PROVIDERS AND SHALL NOT BE RESPONSIBLE FOR ANY UNDELIVERED, MIS -DELIVERED, OR
<br />INACCURATE ELECTRONIC MESSAGES.
<br />28. Review of Agreement. Retailer represents that Retailer has read carefully and fully understands
<br />the terms of the Agreement. Retailer acknowledges that Retailer is executing the Agreement voluntarily
<br />and knowingly, and that Retailer has not relied on any representations, promises, or agreements of any
<br />kind made to Retailer in connection with Retailer's decision to accept the terms of the Agreement, other
<br />than those set forth in the Agreement.
<br />29. Construction. The parties to the Agreement have had the opportunity to consult legal counsel
<br />regarding the terms hereof, and, therefore, the Agreement will not be construed for or against either party
<br />hereto.
<br />30. No Conflict. Retailer represents that neither the execution and delivery by Retailer of the
<br />Agreement, nor the performance by Retailer of its obligations hereunder will conflict with, result in a
<br />breach of, or create in any party the right to terminate, modify, or cancel, any contract or instrument to
<br />which Retailer is a party.
<br />31. Disclosure of Participation Level. PM USA may disclose Retailer's participation in the Program
<br />(including Retailer's Participation Level), a PM USA Promotion, or any other PM USA promotional offering
<br />to any of Retailer's suppliers that has delivered PM USA products to Retailer within 13 weeks prior to
<br />such disclosure.
<br />32. Disclosure of Other Retail Locations. Upon PM USA's request, Retailer will provide PM USA
<br />the name and address of any other premises engaged in the retail sale of tobacco products, which is
<br />owned by Retailer or by any officer, director, or senior manager of Retailer, or in which Retailer or any
<br />Exhibit F
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