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SWITCHER, INC.
TERMS OF SERVICE

Will go into effect June 7, 2022.

These Terms of Service, including all exhibits, schedules, order forms, and policies referenced herein (collectively, this “Agreement”) is between you and Switcher, Inc. (“Switcher”) and governs your access to and use of the Switcher website currently located at www.switcherstudio.com, including all subdomains thereof and https://dashboard.switcherstudio.com/ (the “Website”) and any software products, including without limitation the Cartr application for Shopify, the Switcher platform and related desktop and mobile software applications (“Applications”) and related services (“Services”) to which you subscribe or otherwise receive from Switcher.

By clicking/checking the “I agree” button/box referencing the Website, Application, or Services (collectively, the “Switcher Properties”), accessing the Website, or by otherwise accessing or using the Applications or Services, you agree to be by bound by this Agreement and affirm that you are of legal age to enter into this Agreement. 

If you are an individual accessing or using the Switcher Properties on behalf or for the benefit of an entity (an “Organization”), then you are agreeing to this Agreement on behalf of the Organization, and you represent and warrant that you have the legal authority to bind such Organization to this Agreement. In such case, references to “you” and “your” in this Agreement will refer to such Organization. 

1. Provision of Applications and Services; Account

1.1 Order Forms. If you order the Applications or Services through an online registration page or an order form made available by Switcher (collectively, an “Order Form”), the Order Form may contain additional terms and conditions and information regarding the Applications or Services. Unless otherwise expressly set forth in any such additional terms and conditions, such additional terms are hereby incorporated into this Agreement upon your acceptance of such Order Form and you agree to abide by such additional terms and conditions.

1.2 Applications and Services. Subject to the terms of this Agreement (including the terms of any applicable Order Form), Switcher grants to you a non-exclusive, non-transferable, non-sublicensable, revocable right and license to use the Applications and Services for which you have obtained a subscription, for the term of such subscription, and only for your internal business purposes. If your subscription includes more than one seat, you may allow Authorized Users to access and use the Applications and Services on your behalf in accordance with such seat limitation. You are responsible for Authorized Users’ access to and use of the Switcher Properties. Switcher may modify the Switcher Properties from time to time in its sole discretion. “Authorized User” means your employee or agent whom you authorize to use the Applications or Services on your behalf in accordance with this Agreement.

1.3 Credentials; Account. You will be required to create an account to access the Applications and Services. Your account may only be used for a single multi-camera setup and by a single individual or organization or, with respect to the Cartr application, a single Shopify store. When creating or updating an Account, you may be required to provide Switcher with certain personal information which may include your name, birth date, email address and, payment information. You will provide only accurate and complete information, and you will update that information promptly if it changes. As part of the account-opening process, you will be issued access credentials that are unique to you. You are responsible for all activities that occur under your access credentials. Switcher has no responsibility for any loss or misuse of access credentials. Your misuse of any access credential, including allowing any person other than you to access and use the access credentials, is strictly prohibited and is a material breach of this Agreement. You agree not to create an Account or use the Applications or Services if you are under the age of 16. If you are between 16 and 18 (or older if required in the state of your residence), you acknowledge that your legal guardian has reviewed and agreed to this Agreement and Switcher’s privacy policy on your behalf.

1.4 Restrictions. Except as expressly permitted by this Agreement, you will not permit any Authorized User or third party to: (i) rent, lend, lease, sell, resell, license, sublicense, use in a service bureau business, or otherwise commercially exploit the Switcher Properties; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of or any trade secrets embedded or used in the Switcher Properties; (iii) modify, translate, or create any derivative work of the Switcher Properties; (iv) remove, alter, or obscure any proprietary notice affixed to or contained in the Switcher Properties; (v) circumvent or attempt to circumvent any technological protective measure contained in the Switcher Properties; (vi) use the Switcher Properties to create, stream, or distribute any User Content (defined below) that is unlawful, defamatory, libelous, slanderous, obscene, violates another’s right to privacy or publicity, or infringes any third party’s intellectual property rights; (vii) use the Switcher Properties in a way that abuses, interferes with, or disrupts Switcher’s networks or the Switcher Properties; (viii) engage in activity that is illegal, fraudulent, false, or misleading in connection with the Switcher Properties; (ix) build or benchmark a competitive product or service or copy any features, functions or graphics or trademarks of the Switcher Properties; or (x) use the Switcher Properties in violation of any Switcher policy or in a manner that violates applicable law, including but not limited to anti-spam, export control, privacy, and anti-terrorism laws and regulations and laws requiring the consent of subjects of audio and video recordings.  In addition, Switcher may disable or restrict your access or use of any Switcher Properties if Switcher determines, in its discretion, that such use is excessive or interfere or disrupts with Switcher’s networks or the Switcher Properties.

1.5 Account Linking.  The Applications and Services may enable you to stream or upload content created using the Applications and Services to a third-party platform. You are responsible for ensuring that any such interaction by Switcher or the Switcher Properties with the third-party platform is permitted under any terms governing use of such third-party platform.

1.6 Suspension. Switcher reserves the right to disable access to or impose limits on use of the Applications and Services at any time without liability to you. Switcher reserves the right to refuse to provide the Applications and Services to anyone for any reason at any time.

1.7 Trial Use. Switcher may provide you access to the Applications and Services on a temporary, trial basis. During such trial period, you will be subject to the terms of this Agreement in the same manner as a non-trial user.  For certain Switcher Applications and Services, you will be automatically enrolled in a paid subscription after your trial period ends unless you cancel the enrollment. You agree to pay any amounts due as a result of such enrollment. Switcher will provide notice if the applicable Application or Service trial period is subject to such automatic enrollment.

2. Content.

2.1 Privacy Policy. Information collected by Switcher is governed by Switcher’s privacy policy, located at https://www.switcherstudio.com/privacy-policy, as may be updated from time to time.

2.2 User Content. You are solely responsible for the content uploaded, distributed, or displayed by you or on your behalf in connection with your use of the Switcher Properties, including without limitation, any recordings you create in connection with your use of the Switcher Properties (collectively, “User Content”). As between you and Switcher, you are solely responsible for all User Content and all liability resulting therefrom. You are also responsible for complying with all applicable laws, rules, and regulations pertaining to User Content, including with respect to obtaining consent of a third party to transmit, display, or upload User Content and providing appropriate notices of third-party rights. You represent and warrant that you have the right to upload User Content to the Switcher Properties and that any uploading, distribution, or display thereof does not infringe on or violate any rights of any third party, including any intellectual property rights. Switcher shall not be liable for any errors or omissions in User Content or any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to User Content. In addition, you agree that you will not create, stream or distribute any User Content that is unlawful, defamatory, libelous, slanderous, obscene, violates another’s right to privacy or publicity, or infringes on any patent, trademark, copyright, or other property right. 

2.3 Switcher Content. Switcher may make available to you certain images, video, audio, sound effects, graphic templates and other assets in connection with the Applications and Services (“Switcher Content”). You may only use the Switcher Content in connection with your use of the Applications and Services, and not for any other purpose.

2.4 Third-Party Properties. The Switcher Properties may link to, interface with, or otherwise enable you to access or use content, data, information, or materials (“Third-Party Content”) through third-party interfaces, platforms, databases, resources, or websites, including social media platforms (“Third-Party Properties”). If you choose to interact with a service made available by a Third-Party Property provider (e.g., Facebook, YouTube, Twitch, Shopify, etc.), you will be subject to the Third-Party Property provider’s terms of service with respect to such interactions. If there is a conflict between this Agreement and the Third-Party Property provider’s terms of service, the Third-Party Property provider’s terms of service will prevail with respect to the Third-Party Property. Switcher does not control the content, data, information, or materials available through such third-party interfaces, platforms, databases, resources, or websites, and Switcher shall not be responsible for any lack of accuracy, availability, completeness, reliability, security, substance, or timeliness of any such third-party content, data, information, or materials.

3. Responsibilities.

3.1 Technical Requirements. You are responsible for obtaining, configuring, and maintaining at your expense all third-party software, hardware, network access, telecommunications, and other services and equipment necessary for you to access and use the Applications and Services (“Infrastructure”) and for ensuring that all Infrastructure meets the minimum requirements applicable to such Infrastructure as may be published by Switcher from time to time. You are responsible for any data charges incurred from your internet service provider or wireless carrier while using the Applications and Services. You are responsible for monitoring Switcher’s status page at https://switcher.statuspage.io/ (or a successor site designated by Switcher from time to time) or other information Switcher makes available regarding the availability of the Services. Some features and services of the Applications and Services are delivered using third-parties and Switcher is not responsible or liable for such features or services, or interruptions thereof. Switcher is also not responsible or liable for interruptions in service as a result of your internet service provider, wireless carrier or third-party services required to operate Switcher (i.e. Microsoft Azure, Twilio, Cloudflare, etc.).

3.2 Recordings. You are responsible for compliance with all recording laws in connection with your use of the Switcher Properties. By using the Applications and Services, you are giving Switcher consent to store recordings of any sessions for which cloud storage functionality has been enabled. If you do not consent to having a recording stored by Switcher, you may disable this feature when creating an event. These recordings can be downloaded or deleted from your online account. Switcher will retain cloud recordings in accordance with your subscription. For example, if your subscription specifies the retention of ten (10) recordings, only your ten (10) most recent recordings will be retained, and the remaining recordings will be overwritten. You may also have the option to “pin” recordings, in which case such recordings will not be overwritten without your authorization.

4. Support. Self Service technical support is available via the Help Center page of the Website: http://support.switcherstudio.com. Email support is only available to account holders in good standing and is provided via the online dashboard or by emailing support@switcherstudio.com.

5. Payments Terms.

5.1 Payment. You agree that Switcher may charge to your credit card or other payment mechanism selected by you and approved by Switcher (“Your Account”) all amounts due and owing for the Applications and Services, including taxes and service fees, setup fees, subscription fees, or any other fee or charge associated with Your Account. Switcher may change prices at any time, including charging for Applications or Services that were previously offered free of charge; provided, however, that such price change will not go into effect until the renewal of your subscription. Notice of price change may be provided at any time by posting the updated pricing to the Website pricing page at http://switcherstudio.com/pricing

5.2 Sales Fee. If you use the Cartr application, Switcher will receive a Sales Fee for products purchased from your videos made using the application. The Sales Fee percentage is determined by your subscription tier. This fee will be billed every 30 days through Shopify. The Sales Fee is capped at $1,000 per month. Merchants must increase the max cap via Shopify. Here are instructions on how to increase the max cap.

5.3 Refunds and Credits. All amounts paid for the Applications and Services are non-refundable. However, Switcher, in its sole discretion, may provide you with a refund or credit based on your specific situation. To request a refund or credit, please contact support@switcherstudio.com

5.4 Cancellation. You may cancel your subscription at any time. If you cancel, you will not be billed for any additional subscriptions, and your access to the Applications and Services will continue until the end of the then-current subscription term. If you choose to upgrade or downgrade the subscription plan you have purchased, a prorated credit will be applied for the current plan’s unused term. A charge for the full amount of the new plan will be applied, offset by any credits. 

5.5 Subscription Management. You may elect to purchase an annual subscription or a monthly subscription for the Application and Services. Certain Application or Services may be eligible only for monthly subscriptions (e.g., Cartr by Switcher Studio). For an annual subscription, you will pre-pay the annual subscription fees specified in the Order Form for the period between the beginning of the subscription term set forth in the Order Form and the twelve (12) month anniversary thereof, and each subsequent twelve (12) month period thereafter during the subscription term. For a monthly subscription, you will pay the monthly subscription fees specified in the Order Form in advance on a month-to-month basis. You may also elect to purchase a non-recurring Day Pass, which is active for seven (7) days. Recurring subscriptions can be purchased on the Website. Day Pass purchases can be made within the Switcher App or the Switcher Dashboard on the Website. If you purchase a subscription through a Third-Party Property provider (e.g., Shopify), payments for such purchase shall be governed under such Third-Party Property provider’s applicable terms of service.

5.6 Taxes. Unless stated otherwise in the Order Form, all prices and fees are exclusive of taxes and regulatory fees, service fees, set up fees, subscription fees, or any other fee or charge associated with Your Account. Where applicable, taxes and regulatory fees will be charged on the invoices issued by Switcher in accordance with local laws and regulations. The taxes and regulatory fees charged can be changed without notice. All payments made by you to us under this Agreement will be made free and clear of any deduction or withholding, as may be required by law. If any such deduction or withholding (including but not limited to domestic or cross-border withholding taxes) is required on any payment, you will pay such additional amounts as are necessary so that the net amount received by us is equal to the amount then due and payable under this Agreement. 

6. Proprietary Rights

6.1 Ownership. As between the parties, Switcher or its vendors own all right, title, and interest including all intellectual property rights in and to the Switcher Properties, and all modifications, enhancements, and new versions thereof. Switcher reserves all other rights, title, and interest not expressly granted in this Agreement, and you shall not take any action to challenge or impair the rights of Switcher or its vendors in or to the Switcher Properties. “Switcher Studio”, “Switcher Cast”, “Cartr” and all other names, logos, and icons identifying Switcher’s products and services are proprietary marks of Switcher or its vendors, and any use of such marks by you shall inure to the benefit of Switcher or its vendors. Except as expressly provided in this Agreement, any use of such marks without Switcher’s prior written consent is strictly prohibited.

6.2 Your Feedback. You and your Authorized Users may provide suggestions, requests, recommendations, and other feedback to Switcher concerning the functionality and use of the Switcher Properties (collectively, “Feedback”). Any Feedback provided to Switcher shall be the sole property of Switcher, and you assign all right, title, and interest in the Feedback to Switcher.

7. Data. Switcher may collect, use, and share data generated by your and Authorized User’s interactions with the Switcher Properties and any other data provided by you or Authorized Users or on your or Authorized Users’ behalf in connection with this Agreement in accordance with the Switcher’s privacy policy available on its website at https://www.switcherstudio.com/privacy-policy. You may request for Switcher to delete your data by contacting Switcher at support@switcherstudio.com using the standardized Email subject line- “DATA DELETION REQUEST.”.

8. No Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SWITCHER PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND SWITCHER DISCLAIMS ANY AND ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING: (a) ANY IMPLIED WARRANTIES OF ACCURACY, TITLE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE; (b) ANY WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; AND (c) ANY WARRANTIES REGARDING THE USE OR THE RESULTS OF THE USE OF SWITCHER PROPERTIES, SWITCHER CONTENT, OR THIRD PARTY CONTENT. SWITCHER DOES NOT REPRESENT OR WARRANT THAT THE SWITCHER PROPERTIES WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR IN A MANNER THAT WILL MEET YOUR OR ANY AUTHORIZED USER’S REQUIREMENTS. SWITCHER SHALL NOT BE RESPONSIBLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF THE SWITCHER PROPERTIES.

9. Term; Termination. Unless earlier terminated in accordance with this provision, this Agreement shall remain in effect while you maintain a subscription to the Applications or Services. You may terminate the subscription by following the process set out on the Website. If you have purchased a subscription to the Application or Services for a specific term, such termination will be effective on the last day of the then-current term. Your Order Form may provide that a renewal term will begin automatically unless either party provides notice of termination at least thirty (30) days prior to the commencement of the next renewal term. If you fail to comply with any provision of this Agreement, Switcher may terminate this Agreement immediately and retain any fees previously paid by you. Sections 5, 6, and 8-12, inclusive, shall survive any termination or expiration of this Agreement. Upon any termination of this Agreement, you must cease any further use of the Applications and Services. 

10. Indemnity. You shall indemnify, defend, and hold harmless Switcher from and against any and all claims, damages, costs, expenses (including attorney’s fees and court costs), and liabilities (including settlements) brought or asserted by any third party against Switcher related to, resulting from, or arising out of: (i) You Content; (ii) any data breach, break-in, hacks, or theft by third parties or persons to the Switcher Properties, to the extent that you or an Authorized User enabled such data breach, break-in, hack, or theft; (iii) any breach or alleged breach of this Agreement by you or any Authorized User; (iv) any violation by you or any Authorized User of any applicable laws (including national, international, federal, provincial, state, or common laws) or regulations concerning publicity, data security, or privacy; or (v) any claim for personal injury or tangible property damage directly attributable to the willful misconduct or gross negligence of you, its employees, agents, representatives, or contractors, or any Authorized User.

11. Limitation of Liability.

11.1 Limitation of Liability. IN NO EVENT SHALL SWITCHER BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR SPECIAL DAMAGES ARISING OUT OF OR RESULTING FROM THIS AGREEMENT, WHETHER AN ACTION BASED UPON CONTRACT, TORT OR OTHERWISE. 

11.2 Maximum Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF SWITCHER FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE FEES PAID OR PAYABLE BY YOU UNDER THIS AGREEMENT WITH RESPECT TO THE TWELVE (12) MONTH PERIOD PRIOR TO THE DATE THE FIRST CLAIM GIVING RISE TO SUCH LIABILITY AROSE (OR, IF SUCH FIRST CLAIM AROSE DURING THE INITIAL TWELVE (12) MONTHS OF THE TERM, THE FEES THAT WOULD BE PAID OR PAYABLE BY YOU FOR THE FULL INITIAL TWELVE (12) MONTHS OF THE TERM).

12. General.

12.1 Changes to this Agreement. Switcher may change this Agreement on a going-forward basis at any time and in its sole discretion. If Switcher makes changes to this Agreement, it will notify you of the changes. This notice to you may include sending a message to the email address or text message number you provided to us or notice through the Switcher Properties. Switcher will also update the “Last Updated” date at the top of this Agreement when it makes changes. Your continued use of the Switcher Properties will confirm your acceptance of the revised Agreement. If you do not agree to the revised Agreement, you must stop using the Switcher Services and delete your account. 

12.2 Assignment. Except as explicitly set forth in this Agreement, you shall not assign or otherwise transfer this Agreement or any of its rights hereunder or delegate or subcontract any of your duties hereunder, without Switcher’s prior written consent. Any purported assignment, transfer, delegation, or subcontracting in violation of this Section shall be null and void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of, the parties and their respective successors and assigns.

12.3 Force Majeure. Neither party shall be liable for any failure to perform any of its obligations under this Agreement (except for payment obligations) due to unforeseen circumstances or causes beyond the party’s reasonable control, including acts of God, riot, embargoes, acts of governmental authorities, fire, earthquake, flood, acts of terror, lack of availability or operability of third-party software or services, and computer attacks or malicious acts (such as attacks on or through the internet, any internet service provider, telecommunications, or hosting facility).

12.4 No Third-Party Beneficiaries. This Agreement is not intended to confer any benefit on any person or entity not a party to this Agreement.

12.5 Relationship. The relationship between the parties is and shall be that of service provider and customer only, and nothing in this Agreement shall be construed or used to create or imply any relationship between the parties of partners, joint venturers, or employer and employee.

12.6 Waiver, Amendment, or Modification. No failure or delay by either party in exercising any right, power, or remedy with respect to any of the provisions of this Agreement shall operate as a waiver thereof. This Agreement may be amended, and any provision of this Agreement may be waived, only by a written instrument executed by both parties. The terms of this Agreement shall not be amended or changed by the terms of any purchase order, acknowledgment, invoice, or similar document, even though a party may have signed or accepted such document.

12.7 Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, void, or unenforceable, the parties agree that, unless it materially affects the entire intent and purpose of this Agreement, the invalidity, voidness, or unenforceability of such provision shall affect neither the validity of this Agreement nor the remaining provisions of this Agreement, and the provision in question shall be deemed to be replaced with a valid and enforceable provision most closely reflecting the intent and purpose of the original provision.

12.8 Governing Law. This Agreement has been made and shall be construed and enforced solely in accordance with the laws of Delaware without regard to conflict of laws principles. The parties hereby submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the federal and state courts in Wilmington, Delaware, for any disputes between the parties under or arising out of this Agreement. 

12.9 Information or Complaints. If you have a question or complaint regarding the Switcher Properties, please send an email to support@switcherstudio.com. Please note that email communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your email correspondence with us. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

12.10 Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available through the Services infringe your copyright, you (or your agent) may send to Switcher a written notice by mail or email, requesting that Switcher remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to Switcher a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to us as follows: 

By mail to:
Switcher Support Team
Switcher, Inc.
3058 Bardstown Rd. , #1060
Louisville, KY 40205

By email to:
support@switcherstudio.com

12.11 Export Controls. You are responsible for complying with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. You represent, warrant, and covenant that you are not: (a) located in or a resident or a national of any country subject to a U.S. government embargo or other restriction or that has been designated by the U.S. government as a “terrorist supporting” country; or (b) on any of the U.S. government lists of restricted end users.

12.12 Apple-Specific Terms. In addition to your agreement with the foregoing terms and conditions, and notwithstanding anything to the contrary herein, the following provisions apply with respect to your use of any version of the Applications compatible with the iOS operating system of Apple Inc. (“Apple”). Apple is not a party to this Agreement and does not own and is not responsible for the Applications. Apple is not providing any warranty for the Applications except, if applicable, to refund the purchase price for it. Apple is not responsible for maintenance or other support services for the Applications and shall not be responsible for any other claims, losses, liabilities, damages, costs or expenses with respect to the Applications, including any third-party product liability claims, claims that the Applications fails to conform to any applicable legal or regulatory requirement, claims arising under consumer protection or similar legislation, and claims with respect to intellectual property infringement. Any inquiries or complaints relating to the use of the Applications, including those pertaining to intellectual property rights, must be directed to Switcher in accordance with the “Information or Complaints” section above. The license you have been granted herein is limited to a non-transferable license to use the Applications on an Apple-branded product that runs Apple’s iOS operating system and is owned or controlled by you, or as otherwise permitted by the Usage Rules set forth in Apple’s App Store Terms of Service. In addition, you must comply with the terms of any third-party agreement applicable to you when using the Applications, such as your wireless data service agreement. Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement and, upon your acceptance of the terms and conditions of this Agreement, will have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof; notwithstanding the foregoing, Switcher’s right to enter into, rescind or terminate any variation, waiver or settlement under this Agreement is not subject to the consent of any third party.

12.13 Right to Use User Content.  Switcher may ask you to use certain User Content to use for its marketing, promotions, training, and other purposes.  To the extent you permit such use, you grant Switcher a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, transmit, perform, and display such User Content and your (and other individuals’ that appear in the User Content) name, voice, and/or likeness as contained in such User Content, for such purposes. 

12.14 Entire Agreement. This Agreement and any attachments, exhibits, or schedules hereto and thereto represents the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous statements, representations, or agreements, whether oral or written, with respect to the subject matter of this Agreement.