1. Introduction and Overview
1.1 Core Campus, LLC (d/b/a Core Spaces) and its affiliates and partners (collectively referred to herein as, “Core Spaces,” “We,” “Us,” or “Our”) operate the website located at www.corespaces.com, as well as other Core Spaces’ property websites, online channels and social media accounts, including but not limited to those on Facebook, Instagram, and Twitter (collectively, the “Website”). As used herein, the Website includes, without limitation, features on the Website, software code, scripts, interfaces, graphics, displays, text, images, artwork, music or video clips, documentation and other components or content and any updates, modifications or enhancements to these items accompanying the Website. We ask that each individual who accesses or uses the Website (each a “User” and, collectively, “Users,” and when such user specifically refers to you then “You,” “Your,” “Yours” or “Yourself”) take the time to read these Terms and Conditions carefully. These Terms and Conditions (the “Agreement”) form the Agreement between You and Core Spaces covering Your use of the Website and apply to all Users of the Website.
1.2 Your use of the Website must be strictly in accordance with the terms and conditions of this Agreement. By accessing or using the Website, You confirm to Core Spaces that You have read, understood, and agree to be bound by the terms of this Agreement and the Core Spaces Privacy Policy, each as amended from time to time. If You do not agree to be bound by this Agreement, then You are not authorized to access or use the Website and must stop using, browsing, or accessing the Website immediately.
1.3 Your use of the Website also may be governed by terms and conditions required by (i) any applicable third-party content and service providers, (ii) the manufacturer and other providers of Your device(s) and its hardware and software components, including its operating system, (iii) the browser through which You visit the Website, (iv) the applicable wireless service or Internet service agreement for Your device(s), (v) any applicable open source or third-party software license, and (vi) the terms or conditions governing Your personal accounts for web content services that You access through the Website. No other agreement, however, shall have the effect of limiting, encumbering or otherwise restricting Core Spaces’ rights and remedies or Your obligations under this Agreement, or waiving any restrictions on Your rights to use the Website under this Agreement.
1.4 If Core Spaces makes any updates or upgrades to the Website available to You, such updates or upgrades shall be subject to the terms and conditions of this Agreement, and Your continued access of the Website constitutes Your agreement to any updated Terms and Conditions and this Agreement.
1.5 This Website is only available for individuals age 13 years or older. Do not access this Website if You are under the age of 13. If You are between the ages of 13 and 18, You should review this Agreement with Your parent or guardian to make sure that You and Your parent or guardian understand it. Nothing in this Website is intended to solicit information from minors (people under eighteen (18) years old), and the Website is not designed to determine whether a User is a minor. If You are under age eighteen (18), do not submit to Core Spaces any personally identifiable information, such as Your name, address, email address, telephone number or any other information that would permit Core Spaces to identify You. Because such information will not be specifically identified as being from minors, users of this Website should be aware that personally identifiable information submitted by minors may be treated in the same manner as information given by an adult. If Core Spaces learns that it has collected or received personal information from a child under the age of 13 without verification of parental consent, Core Spaces will delete that information. If You believe Core Spaces might have any information from or about a child under the age of 13, please promptly inform Core Spaces.
1.6 You represent and warrant that You have the legal right and capacity to enter into this Agreement.
1.7 Each time You access and/or use the Website, You agree to be bound by and comply with the terms and conditions of this Agreement and the Core Spaces Privacy Policy. The business realities associated with operating the Website are such that, without the conditions that are set forth in this Agreement – such as Your grants and waivers of rights, the limitations on our liability, and Your indemnity to us – Core Spaces would not make the Website available to You.
2. Agreement Grant and Use Restrictions
2.1 Restrictions on Use. You represent, warrant and agree that You are using the Website solely for Your own personal use and not for redistribution or transfer of any kind. You shall not: (a) decompile, reverse engineer, disassemble, attempt to derive the source code of, or decrypt the Website, even for research purposes; (b) make any modification, adaptation, improvement, enhancement, translation or derivative work from the Website; (c) violate any applicable laws, rules or regulations in connection with Your access to or use of the Website; (d) remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Core Spaces or its collaborators, suppliers or licensors; (e) use the Website in a manner that derives revenue directly from such use, or use the Website for any other purpose for which it is not designed or intended; (f) use the Website for creating a product, service or software that is, directly or indirectly, competitive with or in any way a substitute for any services, product or software offered by Core Spaces; (g) use the Website to send automated queries to any website or to send any unsolicited commercial e-mail; (h) use any proprietary information or interfaces of Core Spaces’ Website or other intellectual property of Core Spaces in the design, development, manufacture, licensing or distribution of any goods or services; (i) circumvent, disable or tamper with any security-related components or other protective measures applicable to the Website; (j) reproduce, archive, retransmit, distribute, disseminate, sell, lease, rent, exchange, modify, broadcast, synchronize, publicly perform, publish, publicly display, make available to third parties, transfer or circulate the Website; (k) access, tamper with, or use services or areas of the Website that You are not authorized to access; (l) alter information on or obtained from the Website; (m) tamper with postings, registration information, profiles, submissions or content belonging to the Website or other users of the Website; (n) use any robot, spider, scraper or other automated means or interface not provided by us to access the Website or extract data or gather or use information, such as email addresses, available from the Website or transmit any unsolicited advertising, “junk mail,” “spam,” or “chain letters”; (o) impersonate or misrepresent Your affiliation with any person or entity; (p) reverse engineer any licensed software, application, or any other aspect of the Website or do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Website; or (q) take any action which might impose a significant burden (as determined by us) on the Website infrastructure or computer systems, or otherwise interfere with the ordinary operation of the Website. You agree to abide by the rules and policies established from time to time by Core Spaces. Such rules and policies may include, for example, required or automated updates, modifications, and/or revisions to the Website and obtaining available patches to address security, interoperability or performance issues. These obligations survive termination of this Agreement.
3. Intellectual Property Rights
3.1 Rights to Website. You acknowledge and agree that the Website, any copies thereof (including without limitation any copy that You download, install, or use on Your device(s)), and all copyrights, patents, trademarks, trade secrets and other intellectual property rights associated therewith are, and shall remain, the property of Core Spaces or its collaborators, licensors, or suppliers. Furthermore, You acknowledge and agree that the source and object code of the Website and the format, directories, queries, algorithms, structure and organization of the Website are the intellectual property and proprietary and confidential information of Core Spaces and its collaborators, licensors and suppliers. Title to and ownership of the Website shall remain with Core Spaces. Core Spaces and its collaborators, licensors, and suppliers reserve the right to change, suspend, terminate, remove, impose limits on the use of or access to, disable access to, or require the return of the Website (or any copy thereof) at any time without notice and will have no liability for doing so. Except as expressly stated in this Agreement, You are not granted any intellectual property rights in or to the Website by implication, estoppel or other legal theory, and all rights in and to the Website not expressly granted in this Agreement are hereby reserved and retained by Core Spaces. These obligations survive termination of this Agreement.
3.2 Third-Party Software. The Website may utilize or include third-party software that is subject to open-source agreement terms, or other applicable terms and conditions (“Third-Party Software”). You acknowledge and agree that Your right to use such Third-Party Software as part of the Website is subject to and governed by the terms and conditions of any applicable agreement, including, without limitation, any applicable acknowledgements, agreement terms and disclaimers contained therein (collectively, the “Third-Party Software Agreement Terms”).
4. No Responsibility for Third-Party Content and Services
4.1 You acknowledge that the Website may permit access to products, services, websites, advertisements, promotions, recommendations, advice, information, and materials created and provided by advertisers, publishers, content collaborators, marketing agents, vendors and other third parties (“Third-Party Content and Services”).
4.2 You acknowledge that Core Spaces does not investigate, monitor, represent or endorse the Third-Party Content and Services (including any third-party websites accessed through the Website). Furthermore, Your access to and use of the Third-Party Content and Services is at Your sole discretion and risk, and Core Spaces shall have no liability to You arising out of or in connection with Your access to and use of the Third-Party Content and Services. Third parties may collect information about You and Your device if You choose to use Third-Party Content and Services. Core Spaces and its collaborators, suppliers, and licensors are not responsible for third parties’ data collection practices. Core Spaces encourages You to review the third parties’ privacy policies.
4.3 Third-Party Terms of Service. You acknowledge and agree that Your access to and use of the Third-Party Content and Services and any correspondence or business dealings between You and any third party using the Website are governed by and require Your acceptance of the terms of service of such third party, including, without limitation, any terms, privacy policies, conditions, representations, warranties or disclaimers contained therein. You assume all risks arising out of or resulting from Your transaction of business over the Internet and with any third party, and You agree that Core Spaces and its collaborators, suppliers, and licensors are not responsible or liable for any loss resulting from the presence of information about or from, or links to, such advertisers or service providers. You agree to use the Third-Party Content and Services at Your sole risk and that Core Spaces and its collaborators, suppliers, and licensors shall have no liability to You for information, material or subject matter that is found to be incomplete, inaccurate, offensive, indecent, or objectionable.
5. Privacy and Posting to Website
5.1 The Website’s practices governing any collection and use of Your personal information are disclosed in the Core Spaces Privacy Policy.
5.2 You agree that you will not post to the Website or provide any submission or content that is or appears to be the following: (i) untrue, misleading, libelous, harmful, threatening, illegal, abusive, harassing, defamatory, vulgar, obscene, invasive to another person’s privacy rights, publicity rights or protected data, hateful, or discriminatory, or that would otherwise give rise to criminal or civil liability; (ii) infringing upon a third party’s intellectual property rights, including any patent, trademark, trade secret, copyright, right of publicity, including any content that is the subject of any claim of infringement; (iii) of a type that You do not have a right to transmit under any law or under contractual or fiduciary relationships, such as proprietary and confidential information; (iv) unsolicited, undisclosed or unauthorized advertising; (v) software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment, including “spyware,” “adware” or other code that could adversely impact the Website or any recipient; or (vi) data or information obtained through access that was not authorized by the owner, or that you are not authorized to post.
5.3 Core Spaces will not be liable for any loss or damage (of any kind and under any legal theory) to You or any third party arising from Your inability or failure for any reason to comply with any of the foregoing obligations.
5.4 If any information that You provide is, or if Core Spaces has reasonable grounds to suspect that any information that You provide is, false, inaccurate, outdated, incomplete, or violates any applicable terms or conditions or law, then Core Spaces may suspend or terminate Your account. Core Spaces also reserves the more general and broad right to terminate Your account or suspend or otherwise deny You access to it or its benefits—all in our sole discretion, for any reason, and without advance notice or liability.
5.5 Core Spaces may act upon any instructions or information received under Your e-mail address without further verification.
6. User Generated Content
6.1 Core Spaces may allow You to upload certain images, graphics, photos, audio and video clips, statements and other content or materials (collectively, “Content”) on or through the Website. You may not post violent, nude, partially nude, discriminatory, unlawful, infringing, hateful, pornographic or sexually suggestive photos or other content to the Website. You are solely responsible for Your conduct and any Content that You post on or through the Website. Core Spaces has no responsibility for user Content or for the content of any messages or information posted by users or others. Core Spaces may, but has no obligation to, remove, edit, block, and/or monitor Content or accounts containing Content that Core Spaces determines in its sole discretion violates this Agreement.
6.2 Core Spaces does not claim ownership of any Content that You post on or via the Website. Instead, You hereby grant to Core Spaces a non-exclusive, perpetual, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, publish and distribute the Content that You post on or through the Website in all media and types of advertising and promotion throughout the world.
6.3 You represent and warrant that: (i) You own the Content posted by You on or via the Website or otherwise have the right to grant the rights and agreements set forth in this Agreement; (ii) the posting and use of Your Content on or through the Website does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; and (iii) You agree to pay for all royalties, fees, and any other monies owed by reason of Content You post on or through the Website. Additionally, You expressly release Core Spaces from and against any and all claims that You may have at any time for the remuneration, invasion of privacy, rights of publicity, defamation or any cause of action arising out of Core Spaces’ use or any advertisement, marketing device or other publication relating to Core Spaces’ use of Your Content.
7. Bugs and Viruses
7.1 Core Spaces does not guarantee that the Website will be secure or free from bugs or viruses. You are responsible for configuring Your information technology, computer programs and platform to access the Website. You should use your own virus protection software.
8. Term and Termination
8.1 This Agreement shall be effective until terminated. Core Spaces may, in its sole and absolute discretion, at any time and for any or no reason, suspend or terminate this Agreement and the rights afforded to You hereunder with or without prior notice. Furthermore, if You fail to comply with any terms or conditions of this Agreement, then this Agreement and any rights afforded to You hereunder shall terminate automatically, without any notice or other action by Core Spaces. Upon the termination of this Agreement, You shall cease all use of the Website. Core Spaces may, without notice to You, disable the Website.
8.2 Core Spaces will not be liable to You or any third party for compensation, indemnity, or damages of any sort as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy Core Spaces may have, now or in the future. These obligations survive termination of this Agreement.
9. Disclaimer of Warranties
9.1 YOU ACKNOWLEDGE AND AGREE THAT THE WEBSITE, INCLUDING ALL CONTENT CONTAINED THEREIN OR ACCESSED THEREBY, IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND THAT YOUR USE OF OR RELIANCE UPON THE WEBSITE AND ANY THIRD-PARTY CONTENT AND SERVICES ACCESSED THEREBY IS AT YOUR SOLE RISK AND DISCRETION. CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HEREBY DISCLAIM ANY AND ALL REPRESENTATIONS, WARRANTIES AND GUARANTIES REGARDING THE WEBSITE AND THIRD-PARTY CONTENT AND SERVICES, WHETHER ORAL, EXPRESS, IMPLIED OR STATUTORY, AND WHETHER ARISING BY LAW, STATUTE, USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR PERFORMANCE OF THE PARTIES, OR THE NATURE OR CONTEXT OF THIS AGREEMENT, AND INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
9.2 CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS MAKE NO WARRANTY THAT (I) THE WEBSITE OR THIRD-PARTY CONTENT AND SERVICES WILL MEET YOUR REQUIREMENTS; (II) THE WEBSITE OR THIRD-PARTY CONTENT AND SERVICES WILL BE UNINTERRUPTED, ACCURATE, RELIABLE, TIMELY, SECURE, FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS OR ERROR-FREE; (III) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL ACCESSED OR OBTAINED BY YOU THROUGH THE WEBSITE WILL BE AS REPRESENTED OR MEET YOUR EXPECTATIONS; OR (IV) ANY ERRORS IN THE WEBSITE OR THIRD-PARTY CONTENT AND SERVICES WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM CORE SPACES OR FROM THE WEBSITE SHALL CREATE ANY REPRESENTATION, WARRANTY OR GUARANTY.
9.3 YOU ACKNOWLEDGE THAT CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS HAVE NO OBLIGATION TO CORRECT ANY ERRORS OR OTHERWISE SUPPORT OR MAINTAIN THE WEBSITE. YOU ACKNOWLEDGE THAT THE WEBSITE IS NOT INTENDED OR SUITABLE FOR USE IN SITUATIONS OR ENVIRONMENTS WHERE THE PERFORMANCE OF, USE OR MISUSE OF, FAILURE OF, OR ERRORS OR INACCURACIES IN THE CONTENT, DATA OR INFORMATION PROVIDED BY, THE WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, PROPERTY, OR ENVIRONMENTAL DAMAGE. CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS DO NOT WARRANT THAT THE WEBSITE WILL BE COMPATIBLE OR INTEROPERABLE WITH YOUR DEVICE OR ANY OTHER PIECE OF HARDWARE, SOFTWARE, EQUIPMENT OR DEVICE INSTALLED ON OR USED IN CONNECTION WITH YOUR DEVICE(S). FURTHERMORE, YOU ACKNOWLEDGE THAT COMPATIBILITY AND INTEROPERABILITY PROBLEMS CAN CAUSE THE PERFORMANCE OF YOUR DEVICE TO DIMINISH OR FAIL COMPLETELY, AND MAY RESULT IN PERMANENT DAMAGE TO YOUR DEVICE, LOSS OF THE DATA LOCATED ON YOUR DEVICE, AND CORRUPTION OF THE SOFTWARE AND FILES LOCATED ON YOUR DEVICE. YOU ACKNOWLEDGE AND AGREE THAT CORE SPACES AND ITS COLLABORATORS, SUPPLIERS AND LICENSORS, AND THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, SHALL HAVE NO LIABILITY TO YOU FOR ANY LOSSES SUFFERED, RESULTING FROM OR ARISING IN CONNECTION WITH COMPATIBILITY OR INTEROPERABILITY PROBLEMS. SHOULD THE WEBSITE PROVE DEFECTIVE, YOU ASSUME THE ENTIRE BURDEN OF ALL NECESSARY EXPENSES, SERVICING, REPAIR, OR CORRECTION. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
10. Limitation of Liability
10.1 EXCEPT TO THE EXTENT PROHIBITED BY LAW, UNDER NO CIRCUMSTANCES SHALL CORE SPACES, ITS COLLABORATORS, SUPPLIERS OR LICENSORS, NOR THEIR OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, BE LIABLE FOR ACCIDENTS, PROPERTY DAMAGE, PERSONAL INJURY, DEATH, OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SALE OR DISTRIBUTION OF, THE PERFORMANCE OR NON-PERFORMANCE OF, OR YOUR ACCESS OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE AND ANY THIRD-PARTY CONTENT AND SERVICES, WHETHER OR NOT THE DAMAGES WERE FORESEEABLE AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, CORE SPACES’ AGGREGATE LIABILITY TO YOU (WHETHER UNDER CONTRACT, TORT, STATUTE OR OTHERWISE) SHALL NOT EXCEED TWO DOLLARS ($2.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THIS SECTION SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
11. Indemnification
11.1 You shall indemnify, defend and hold harmless Core Spaces and its collaborators, suppliers and licensors, and their officers, directors, agents and employees (the “Indemnified Parties”) from and against any claim, proceeding, loss, damage, fine, penalty, interest and expense (including, without limitation, fees for attorneys and other professional advisors) arising out of or in connection with the following: (i) Your access to or use of this Website or Third-Party Content and Services; (ii) Your breach of this Agreement; (iii) Your violation of law; (iv) Your negligence or willful misconduct; or (v) Your violation of the rights of a third party. You will promptly notify Core Spaces in writing of any third-party claim arising out of or in connection with Your access to or use of the Website. These obligations survive termination of this Agreement.
12. Dispute Resolution by Binding Arbitration
12.1 If Core Spaces has not been able to resolve a dispute it has with You after attempting to do so informally, each party agrees to resolve such a dispute through binding arbitration instead of in courts of general jurisdiction. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association (“AAA”), as modified by this Agreement, and will take place in Chicago, Illinois.
12.2 Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted.
13. Miscellaneous
The following miscellaneous provisions survive termination, or expiration of this Agreement.
13.1 Governing Law, Limitation on Actions. Core Spaces makes no representation that materials in the Website are appropriate or available for use in other locations. These terms shall be governed by and construed in accordance with the laws of the State of Illinois, without giving effect to any principles of conflicts of law. To the extent that the arbitration provision above is deemed not to control, You agree that any permitted action at law or in equity arising out of or relating to these terms shall be filed only in the state or federal courts located in Cook County in Illinois and You hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable with respect to a party, the remainder of this Agreement, or the application of such provision to persons other than those to whom it is held invalid or unenforceable shall not be affected and each remaining provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.
13.3 Waiver. Except as provided herein, the failure to exercise a right or require performance of an obligation under this Agreement shall not affect a party’s ability to exercise such right or require such performance at any time thereafter; nor shall the waiver of a breach constitute waiver of any subsequent breach.
13.4 Modification or Amendment. Core Spaces reserves the right to modify or discontinue, temporarily or permanently, at any time and from time to time, the Website (or any function or feature of the Website or any part thereof) with or without notice. You agree that Core Spaces will not be liable to You or to any third party for any such modification, suspension or discontinuance of the Website. This Agreement may be updated or changed from time to time, as determined by Core Spaces in its sole discretion. Any changes or modifications will be effective immediately upon such notice, and You waive any right You may have to receive specific notice of such changes or modifications. Your use of the Website following updates or a change to this Agreement constitutes Your acceptance of those changes; therefore, You should frequently review this Agreement to understand the terms and conditions that apply to Your use of the Website. If You do not agree to the revisions, You must stop using, browsing, or accessing the Website immediately.
13.5 Survival. Any provisions of this Agreement which by their express language or by their context are intended to survive the termination of this Agreement shall survive such termination.
13.6 Third-Party Beneficiaries. Except as explicitly provided in this Agreement, nothing contained in this Agreement is intended or shall be construed to confer upon any person (other than the parties hereto) any rights, benefits or remedies of any kind or character, or to create any obligations or liabilities of a party to any such person.
13.7 No Transfer by You. You may not rent, lease, lend, sublicense, assign or transfer the Website, this Agreement or any of the rights granted hereunder. Any attempted transfer in contravention of this provision shall be null and void and of no force or effect. These obligations survive termination of this Agreement. Core Spaces may assign this Agreement without restriction.
13.8 Copyright Complaints. Core Spaces respects the intellectual property rights of others. If You believe that Your work has been copied and has been posted, stored or transmitted by or through the Website in a way that constitutes copyright infringement, please submit a notification to Core Spaces’ Copyright Agent pursuant to the Digital Millennium Copyright Act (“DMCA”). Core Spaces’ Copyright Agent for notice of claims of copyright infringement relating to the Website can be reached as follows:
Core Campus, LLC
1643 N. Milwaukee Ave., 5th floor
Chicago, IL 60647
Attn: Legal Department
Email: LegalDepartment@corespaces.com
13.9 Entire Agreement. This Agreement including the documents incorporated herein by reference constitute the entire agreement with respect to the use of the Website licensed hereunder and supersedes all prior or contemporaneous understandings regarding such subject matter.
