Copyleaks (US)

REFERRAL AGREEMENT
This Referral Agreement (“Agreement”) is a legal agreement between you (“You”, “Your”, or “Affiliate” ), and Copyleaks, Inc. a Delaware corporation with offices at 115 East 23rd Street, New York, NY 10010 (“Company” or “Copyleaks”). This Agreement applies to your application and participation in Copyleaks’ Affiliate Program (as defined below) and describes the terms and conditions under which Copyleaks will offer you Commissions (as defined below) for marketing and promoting Copyleaks Services (as defined below) to customers.

BY CLICKING THE “I HAVE READ AND ACCEPT THE ABOVE TERMS AND CONDITIONS” CHECKBOX, YOU AGREE THAT YOU HAVE READ THIS AGREEMENT AND, AFTER DUE CONSIDERATION, HEREBY AGREE TO BE BOUND BY ALL THE TERMS OF THIS AGREEMENT. YOU REPRESENT AND WARRANT THAT YOU ARE NOT A LEGAL MINOR; THAT YOU HAVE THE RIGHT AND AUTHORITY TO ENTER INTO BINDING CONTRACTS; THAT YOU SHALL COMPLY WITH ALL LAWS OR REGULATIONS (LOCAL, STATE, FEDERAL OR OTHERWISE) THAT MAY APPLY TO YOUR PARTICIPATION IN COPYLEAKS AFFILIATE PROGRAM; ANY INFORMATION PROVIDED BY YOU IN CONNECTION WITH THIS AGREEMENT AND THE AFFILIATE PROGRAM IS ACCURATE  AND UP-TO-DATE; THAT THE ENTERING INTO AND PERFORMANCE OF THIS AGREEMENT BY YOU WILL NOT CONFLICT WITH ANY OTHER AGREEMENT YOU ARE A PARTY TO; AND THAT YOU ARE NOT DEPENDING ON ANY PROMISES OR STATEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. YOU AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY PROCEEDING ARISING OUT OF THIS AGREEMENT. IF YOU ARE A COMPANY OR OTHER LEGAL ENTITY, THE PERSON WHO CLICKS THE “I HAVE READ AND ACCEPT THE ABOVE TERMS AND CONDITIONS” CHECKBOX HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

Nothing in this Agreement requires Copyleaks to sell or agree to sell any Copyleaks Services.

1. DEFINITIONS
  1.1. Affiliate Customer.New legal entity such as company or individual who purchases Copyleaks Services and/or product through Affiliate Unique Link.
  1.2. Affiliate Marketing. Any promotional or marketing method, marketing strategy, marketing activity or marketing materials created, published or used by Affiliate in connection with this Agreement and Copyleaks Affiliate Program.
  1.3. Copyleaks Affiliate Program.Copyleaks affiliate program provided through Copyleaks Affiliate Program Portal as described in this Agreement.
  1.4. Copyleaks Affiliate Program Portal. The Copyleaks affiliate program portal, operated through the Awin platform at https://www.awin.com/us, allows you to generate your Affiliate Unique Link, track your commissions, and manage your account.
  1.5. Copyleaks Services. All the services and products available on Copyleaks website, along with all other software and documentation that may be installed, delivered, or deployed therewith; provided, however, that Copyleaks may at any time, in its sole discretion without notice to you, offer additional products and services or modify, limit the availability of, or cease offering any or all products and services.
  1.6. Grant of Rights. Copyleaks hereby grants you a nonexclusive, nontransferable, revocable license solely during the term of this Agreement to market and promote the Copyleaks Services to prospective customers pursuant to the terms of this Agreement.  
  1.7. Qualified Referral. Any (i) new executed agreement between an Affiliate Customer and Copyleaks (ii) for the sale or licensing of Copyleaks Services, and (iii) for which the Affiliate Customer provides Copyleaks with your Unique Affiliate Link during the execution process (“Triggering Contract”), (iv) Affiliate Customer did not have any prior engagement, including, but not limited to, prior contracts, transactions, negotiations and whom Copyleaks has no record of in connection to its services and/or products; and (v) Affiliate Customer was not or is not rejected by Copyleaks. Copyleaks has sole and absolute discretion to accept or reject any referral, determine who qualifies as a new customer, and which referral constitutes Qualified Referral. Copyleaks’ decision in these matters is final and binding. You shall have no claim and/or demand against Copyleaks related to or arising from such decisions.
  1.8. Unique Affiliate Link. A personalized tracking URL assigned to you for purposes of tracking customers referrals by you.  
  1.9. Your Information. You will provide requested information to Copyleaks including contact and payment information, and will keep all information accurate and up-to-date through Copyleaks Affiliate Program Portal. You consent to Copyleaks using the contact information you provide, including your email address, to contact you from time to time.

2. AFFILIATE APPLICATION
  2.1. By submitting an application to Copyleaks’ Affiliate Program you undertake to provide true, accurate and complete details as part of Your Information, and notify Copyleaks of any changes in Your Information.
  2.2. Submission of application does not grant you any right to receive Commission and does not create any obligation on the part of  Copyleaks to accept you to Copyleaks’ Affiliate Program or enter into any agreement with you.
  2.3. Copyleaks reserves the right, in its sole discretion, to reject any Affiliate application for any reason, without any obligation to provide reasons for such rejection. You shall have no claim, demand or cause of action against Copyleaks in connection with, or arising out of, such decision.

  
3. RESTRICTIONS
  3.1. You will not represent yourself as an agent or employee of Copyleaks, nor make any promises, warranties, or agreements on behalf of Copyleaks.
  3.2. You will not send, cause, or contribute in any manner to any unsolicited bulk communications (including spam e-mail, text messages, or phone calls) in connection with Copyleaks, Copyleaks Services, or this Agreement.
  3.3. You will not submit any person’s contact information to Copyleaks for the purpose of contact by Copyleaks sales personnel unless that person has agreed to be contacted by Copyleaks.
  3.4. You will not misrepresent the features, capabilities, performance, specifications, prices, or other data about Copyleaks Services.
  3.5. You will not associate and/or link and/or provide placement to Copyleaks and/or Copyleaks Services and/or Copyleaks Proprietary Content and/or Copyleaks Marketing Materials (as defined below) with products and/or content and/or website that is (i) unlawful; (ii) defamatory, obscene, offensive, harassing, sexually explicit; (iii) encourage violence, racism, hate threat and discrimination; (iii) hurting the helpless; (iv) violating privacy rights or the right of publicity; or (v) otherwise considered objectionable in Copyleaks’ sole discretion.
  3.6. You will not create and/or use any Affiliate Marketing which may, according to Copyleaks’ sole discretion, defame any person or entity and/or infringe upon, misappropriate and/or violate the rights of any person or entity, including, without limitation, any Intellectual Property right, rights of privacy and/or rights of publicity of any third party,  
  3.7. If Copyleaks in its sole discretion finds Affiliate Marketing including but not limited to, marketing materials or Affiliate presentation of Copyleaks or Copyleaks Services, unsuitable, Affiliate will cease such usage immediately and report to Copyleaks that they have deleted and/or ceased any damaging marketing or representation.
  3.8. You will not violate any applicable law or regulation.    
  
4. PROMOTION DISCLOSURE AND APPROVAL
  4.1. Prior Approval. Affiliate shall obtain Copyleaks’ prior written approval for any promotional methods and/or strategies intended to be used in Affiliate Marketing. This includes, but is not limited to, the use of specific marketing channels, content strategies, and promotional techniques.
  4.2. Modification Right. Copyleaks reserves the right to review, approve, or request modifications to any Affiliate Marketing activities prior to their publication and/or use, including, but not limited to, instances where, in Copyleaks’ sole discretion, such activities may conflict with its brand guidelines, policies, or reputation.

5. PAYMENT
  5.1. Commissions. For each Qualified Referral Copyleaks shall pay the Affiliate a commission equal to 15% of the net purchase price (the “Commission”), provided that the relevant Triggering Contract has been fully paid and has not been canceled, repudiated, or otherwise terminated during the first 30 days following its execution (the “Initial Period”). 
For the avoidance of doubt, in the event an Affiliate Customer cancels their subscription or purchase at any time, and subsequently subscribes to or purchases Copyleaks Services at a later date, Affiliate shall not be entitled to receive any Commission in connection with such subsequent transaction.  
  5.2. Commission Payment Period. Affiliate shall be entitled to receive Commission for a period of up to twenty-four (24) months for each Qualified Referral, starting from the date on which the Affiliate Customer first purchased or subscribed to Company's Services (“Commission Period”). Following  expiration of Commission Period, Affiliate shall no longer be entitled to receive any Commission associated with that Affiliate Customer, even if the Affiliate Customer continues to use Company's Services and/or products and/or enters into new transactions with the Company.
  5.3. Commission rate. The Commission rate may change from time to time by Copyleaks in its sole discretion. The Commission rate will be available to you via  Copyleaks Affiliate Program Portal, and shall apply to any Commission owed to you  on or after the date the amended Commission rate was published on the Copyleaks Affiliate Program Portal.
  5.4. Affiliate Unique Link Expiration. Affiliate shall not be entitled to any Commission in the event an Affiliate Customer did not purchase a subscription to Copyleaks Services within 50 days from the day the Affiliate Customer first clicks on Affiliate Unique Link, even if Affiliate Customer subsequently purchased a subscription at a later date.
  5.5. Fraudulent Commission. Affiliate shall not be eligible for Commission that was obtained by fraudulent means, misuse and/or manipulation of Affiliate Unique Link or Copyleaks Affiliate Program Portal and/or in the event Affiliate is non-compliant with the terms of this Agreement. 
  5.6. Copyleaks’ Discretion. The Company has sole and absolute discretion to accept or reject any Affiliate Customer. Company decision regarding acceptance or rejection of Affiliate Customer is final and binding, and you have no claim and/or demand related to or arising from such decision. 
  5.7. Additional Payment Terms. Commission will be paid, in US dollars, within 30 days from the month’s end to the payment account Affiliate specified through Copyleaks Affiliate Program Portal. Payments will be aggregated and paid on a monthly basis. All taxes, governmental charges, fees and other similar charges imposed on you in connection with Commissions will be solely your responsibility, and you will have no claim against Copyleaks in relation to any such payments. It is understood and agreed that Copyleaks will only pay you if your account has accumulated an amount of over $50 since the last payment (“$50 Threshold”). Any amount that is not paid at the end of the month will be accumulated in your account and will be paid in the first month in which the $50 Threshold is achieved by you.
  5.8. It is your sole responsibility to ensure that you have provided all relevant and up-to-date details required for the transfer of Commission payments.

6. THIRD PARTIES TERMS OF USE
  6.1. The Copyleaks Affiliate Program described hereunder is currently operated through the Awin platform at https://www.awin.com/us. Your participation in Copyleaks Affiliate Program shall be contingent upon your acceptance of (and full compliance with) Awin terms of use. As between you and Awein, you (and not Copyleaks) shall be liable to Awin for any breach by you of the Awin terms of use, and you shall indemnify and hold Copyleaks harmless from any and all claims, expenses and fees arising out of your use of the Awin platform in connection with the Copyleaks Affiliate Program.

7. CONFIDENTIAL INFORMATION
  7.1. Definition. "Confidential Information" means any non-public information related to Copyleaks or its affiliates, and/or the technology and/or business of Copyleaks or its affiliates, in any form of media and whether disclosed verbally or orally, including, but not limited to, (i)information about Copyleaks customers or prospective customers, including but not limited to their identities, contact information, account information, and personal information, (ii) Commission rates, (iii) the existence and amounts of discounts, fee reductions, or other special accommodations that may have been offered to or received by Copyleaks customers or prospective customers, and (iv) any information Copyleaks provides to you that is marked as confidential; (v) any information Copyleaks provides to you which would, under the circumstances, appear to a reasonable person to be confidential or proprietary. However Confidential Information does not include any information that is or becomes generally known to the public without any breach of your obligations hereunder, or that is received by you from a third party without breach of any obligation owed to Copyleaks.
  7.2. Protection of Confidential Information. You will not use or disclose to any third party any Confidential Information for any purpose outside the scope of this Agreement, except as authorized by Copyleaks in writing or as required by law. You will use at least the same degree of care to protect the Confidential Information as you use to protect your own confidential information, but in no event less than reasonable care. In the event you are required or compelled by law to disclose the Confidential Information, you  shall give Copyleaks prior notice to allow it to seek protective or other court orders. You shall only disclose the exact Confidential Information or portion thereof specifically requested by such law requirement.
  7.3. Upon request by Copyleaks, you shall return to Copyleaks any information disclosed in any tangible form, and all copies thereof (on whatever physical, electronic, or other media such information may be stored) containing any of the Confidential Information, unless such Confidential Information is stored in electronic form, in which such an event it is to be immediately deleted.
  7.4. The confidentiality obligations set forth in this section shall remain in full force and effect during the term of this Agreement and following the termination or expiration of this Agreement for any reason.

8. PROPRIETARY CONTENT AND PUBLICITY
  8.1. Copyleaks Proprietary Content. Copyleaks Services, technology, products, Copyleaks website and any content, design, text, images, graphics included in it, Copyleaks names, trademarks, logos, service marks, trade names, designs, brands, and any content, information or technology provided by Copyleaks to you, including but not limited, Copyleaks Marketing Materials, are protected intellectual property rights of Copyleaks who solely holds all title, rights, and interest in them (“Proprietary Content”). Nothing in this agreement, including your use of Copyleaks Marketing Materials, shall be construed as conveying to you any title and/or interest in Copyleaks’ Proprietary Content. Any and all use of Copyleaks’ Proprietary Content, including its Marks (as defined below), and any good derived therefrom, shall inure solely to the benefit of Copyleaks. It is hereby clarified that Copyleaks shall be the sole Intellectual Property owner of any Affiliate Marketing Materials produced or developed by you using Copyleaks Propraitery Content. 
  8.2. Any use of Copyleaks Proprietary Content is subject to Copyleaks prior written approval and strictly in accordance with the license granted under this Agreement. 
  8.3. License to Use Marks. Copyleaks grants you a non-exclusive, revocable, nontransferable, royalty-free, license during the term of this Agreement to use Copyleaks trademarks, service marks, trade names, logos, designs, brands, and names that Copyleaks provides to you (collectively, the “Marks”), solely for the purpose of promoting and marketing Copyleaks Services, and subject to branding guidelines that Copyleaks may establish from time to time. 
  8.4. Restrictions. (i) You will take no action inconsistent with Copyleaks’ ownership of its Proprietary Content; (ii)You will not challenge Copyleaks’ rights in or attempt to register any of the Marks, or any other trademarks, service marks, trade names, product names, logos, designs, or other designations or brands owned or used by Copyleaks or any mark confusingly similar thereto;(iii) If at any time you acquire any rights in or to, or any registration or application for, any of Copyleaks Proprietary Content, including but not limited to, the Marks by operation of law or otherwise, anywhere in the world, you agree to assign and hereby assign such rights, registrations, or applications to Copyleaks, along with any and all associated goodwill; (iv) You will only use the Copyleaks Proprietary Content as provided to you by Copyleaks, you shall not alter Copyleaks Proprietary Content, including but not limited to, the Marks and Copyleaks Marketing Materials, or remove the Marks from any materials provided by Copyleaks; (v) You will not use Copyleaks Proprietary Content or Marks in any manner that would impair the reputation of Copyleaks or the validity or value of the Marks, as determined in Copyleaks’ sole discretion (vi) You will not use any Mark in any domain name you register; (vii) you shall only use Copyleaks Proprietary Content and/or Marks, when approved by Copyleaks according to this Agreement, solely in connection to this Agreement and the Affiliate Program.
  8.5. Copyleaks Marketing Materials. Copyleaks may provide text or images to you for marketing purposes, which you may use solely to promote and market Copyleaks Services.
  8.6. Copyleaks Rights. During the term of this Agreement, Copyleaks may list you on Copyleaks’ website as a referral program participant. When applicable, you grant Copyleaks a non-exclusive, royalty-free, revocable, license during the term of this Agreement, to use and display your name, trademark, logo, design, service marks and likeness in connection to this Agreement and the Affiliate Program.
  8.7. Other Publicity. Except as set forth in this section, neither party may issue a news release, public announcement, advertisement or any other form of publicity concerning this Agreement without the express prior written approval of the other party.

9. ADVERTISING RESTRICTIONS
  9.1. Paid Advertisement. Affiliate agrees not to use the Copyleaks Proprietary Content and/or Marks and/or Copyleaks Marketing Materials in any form of paid advertising. This includes, but is not limited to, search engine marketing (e.g., Google Ads, Bing Ads), social media advertising, display advertising or similar digital channels.
  9.2. Bidding Restriction. Affiliate shall not bid or otherwise use any of the Marks, any variant or misspelling thereof, Copyleaks-related keywords or search terms, including by not limited to, for use in search engines, linking or re-directing, or otherwise misrepresent your affiliation with Copyleaks.

10. DISCLAIMER OF WARRANTIES
  10.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT COPYLEAKS SERVICES AND PRODUCTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT COPYLEAKS MAKES NO WARRANTIES WHATSOEVER TO YOU WITH REGARD TO THE COPYLEAKS SERVICES OR ANY OTHER PRODUCTS, SERVICES, SUPPORT, MATERIALS, OR ANY OTHER MATTERS RELATING TO THIS AGREEMENT. COPYLEAKS SPECIFICALLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGMENT. TO THE EXTENT THAT COPYLEAKS HAS ANY WARRANTY OBLIGATIONS RELATED TO COPYLEAKS SERVICES DESPITE THIS SECTION, SUCH WARRANTIES WOULD RUN TO THE CUSTOMER, NOT TO YOU.

11. INDEMNITY
  11.1. You will defend, indemnify and hold harmless Copyleaks and its officers, directors, employees and agents from any claims, costs, loss, liabilities, or expenses (including reasonable attorney's fees), whether direct or indirect, resulting from, relating to, or arising out of: (i) your provision of any warranty to any customer greater than the warranty provided in Copyleaks’ agreement with the customer, (ii) any unauthorized statements or representations you make to any customer or potential customer, (iii) your performance of any services for any customer (iv) your participation in Copyleak’s Affiliate Program; (v) Copyleaks’ use of any data and/or information about Affiliate Customer provided by you; (vi) noncompliance or breach of this Agreement by you.

12. LIMITATION OF LIABILITY
  12.1. (I) TO THE EXTENT PERMITTED BY THE LAW, IN NO EVENT WILL COPYLEAKS, ITS OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR INCIDENTAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, WHETHER THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT COPYLEAKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. AND (II) IN NO EVENT WILL COPYLEAKS’  AGGREGATE LIABILITY IN CONNECTION WITH THIS AGREEMENT OR THE COPYLEAKS SERVICES WILL EXCEED THE AMOUNTS PAID OR PAYABLE BY COPYLEAKS TO YOU UNDER THIS AGREEMENT DURING THE YEAR PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

13. TERM AND TERMINATION
  13.1. Term. This Agreement shall come into effect on the date of your acceptance to Copyleaks Affiliate Program, and will continue in full force and effect until terminated. 
  13.2. Termination Without Cause. Either party may terminate this Agreement for any reason or no reason by giving at least thirty (30) days prior notice to the other party.
  13.3. Termination for Cause. Copyleaks may terminate this Agreement, effective immediately, in the event of: (i) breach of this Agreement or failure to comply with any obligation by you that is not cured within ten (10) days following receipt of notice of such breach by you; (ii) if you are subject to liquidation, commencement of dissolution proceedings or subject of any voluntary or involuntary bankruptcy or similar proceedings; (iii) if you attempt to assign this Agreement and/or any of your obligations or rights under this Agreement to any third party; (iv) if in Copyleaks sole discretion your actions has or may negatively affect Copyleaks and/or its affiliates and/or its customers. 
  13.4. Effect of Termination. Upon the termination of this Agreement, (i) any license granted to you under this Agreement shall terminate, and you will immediately cease all use of any right or content licensed to you under this Agreement; (ii) you will promptly return to Copyleaks or, if Copyleaks so requests, promptly destroy all copies of Confidential Information and all materials supplied by Copyleaks pursuant to this Agreement; (iii) you will certify to Copyleaks in writing that you have returned or destroyed all such Confidential Information and materials; (iv) Copyleaks shall pay the Affiliate any Commission earned during the applicable Commission Period for Qualified Referrals executed prior to the effective date of termination, in accordance with the terms herein. Affiliate shall not be entitled to any Commission for referral made after the effective date of termination. Notwithstanding the above, in the event Copyleaks terminates this Agreement pursuant to section 13.3, the Affiliate shall not be entitled to any Commission, and Copyleaks shall cease all Commission payments, including those related to Qualified Referrals made prior to the effective date of termination. Sections 7 through 14 of this Agreement will survive termination of this Agreement;.

14. MISCELLANEOUS
  14.1. Modifications. Copyleaks may update, amend, modify or supplement the terms and conditions of this Agreement from time to time at its exclusive discretion.The updated version shall be made available to you via Copyleaks’ Affiliate Program Portal. If an amendment materially affects your rights or obligations, Copyleaks may provide you with notice. If you do not agree to the amendments, you can terminate this Agreement, and all provisions of this Agreement relating to termination and its effects thereof shall go into effect. By continuing to participate in the Affiliate Program, you agree to be bound by the amended version of the Agreement.  
  14.2. Independent Contractors. Neither party will have any authority, and neither party will represent that it has any authority to assume or create any obligation, expressed or implied, on behalf of the other party. You are neither an agent of Copyleaks nor a distributor of Copyleaks Services. Except with Copyleaks’ written permission, you will not make any representations or promises or provide any warranties related to Copyleaks Services, nor will you enter into any agreement with a prospective customer on behalf of Copyleaks. Each party is an independent contractor, and this Agreement will not be construed as creating a partnership, joint venture, agency, or employment relationship between the parties or as creating any other form of legal association that would impose liability on one party for the acts or failures to act of the other party.
  14.3. Non- Exclusivity. The relationship under this Agreement is non-exclusive. Each party retains the right to engage with third parties for similar services.
  14.4. Governing Law. The rights and obligations of the Parties and all interpretations and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to conflicts of laws principles. The parties agree that all disputes arising out of this Agreement shall be subject to, and each party hereby consents to, the sole and exclusive jurisdiction of the competent courts located in the State of New York.
  14.5. Notice. Copyleaks may provide legal notices and communications to you by posting to your Copyleaks Affiliate Program Portal account or by contacting you at any e-mail address that you have provided through Copyleaks Affiliate Program Portal. Notices to Copyleaks must be emailed to legal@copyleaks.com, or such other address as may be designated on Copyleaks’ website for receipt of legal notice.
  14.6. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, then the remaining provisions of this Agreement will nevertheless be given full force and effect.
  14.7. Waiver. No waiver will be effective unless it is in writing signed by the parties. No waiver of any breach of this Agreement will be deemed a waiver of any other breach of this Agreement. 
  14.8. Assignment. You may not assign this Agreement or transfer any of your rights or obligations hereunder, including by operation of law, without the prior written consent of Copyleaks. Copyleaks may assign this Agreement or any of its rights and obligations hereunder without your consent. Any attempted assignment in violation of this section 14.8 will be void. This Agreement will inure to the benefit of and will be binding upon the permitted successors and assigns of the parties.
  14.9. Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter of this Agreement, and supersedes all prior or contemporaneous representations, understandings, proposals, and agreements.