Terms of UseAgreement

Legally binding terms.

This Terms of Use Agreement sets forth the legally binding terms and conditions between you and Organic Electronics Audio LLC (“OEA”, “Company”, “we”, “us” and “our”) governing your access to OEA websites, including organicelectronics.io and its subdomains (collectively, the “Websites”), OEA software (“Software”), and the content and services available or enabled through the Websites and Software (collectively, the “Services”). Certain features of the Services, such as Software, may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”). All applicable Supplemental Terms are incorporated by reference into this Terms of Use Agreement (collectively, the “Agreement”). If this Terms of Use Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features.

Supplemental Terms

Supplemental Terms can be found here for:

Changes to the Agreement

PLEASE NOTE THAT THIS AGREEMENT IS SUBJECT TO CHANGE BY OEA AT ITS SOLE DISCRETION AT ANY TIME. When changes are made, OEA will make a copy of the new Terms of Use Agreement available at the Website, and any new Supplemental Terms will be made available through the affected Service. Any changes to the Agreement will be effective immediately for new users of the Website and/or Services. For existing users, the changes will be effective thirty (30) days after the posting of notice of such changes on the Website. We may require that you affirmatively confirm your consent to the updated Agreement before providing continued access to the Website and/or Services. You agree that if you do not consent to the terms of the Agreement, you will not access the Website or the Services. Your continued use of the Services shall be deemed your acceptance of the then-current terms of the Agreement. Please regularly review the Website for the most recent terms of the Agreement. You agree that if at any time you no longer agree to the terms of the Agreement (including any amended version), you will stop using the Services.

Dispute Resolution and Arbitration Agreement

Section XV below (Arbitration Agreement) contains provisions that govern how disputes between us are to be resolved. Among other things, Section XV (Arbitration Agreement) includes an agreement to arbitrate which requires, with limited exceptions, that all disputes between you and OEA be resolved by binding and final arbitration. Section XV also contains a class action and jury trial waiver. PLEASE READ SECTION XV (ARBITRATION AGREEMENT) CAREFULLY.

UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT WITHIN THIRTY (30) DAYS IN ACCORDANCE WITH SECTION 15.9 (30-DAY RIGHT TO OPT OUT): (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST OEA ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF SERVICES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF CALIFORNIA, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY CONFLICTS OF LAW PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY.

Eligibility to use the Services

You must be at least eighteen (18) years old in order to use the Services. You must also (i) have the authority to enter into this Agreement either in your personal capacity, or, if you are accessing the Services on behalf of an organization, authority to legally bind such organization, (ii) not be barred from using the Services under the laws of the United States, or place of residence, or any other applicable jurisdiction, and (iii) have accepted the terms of this Agreement. The term “you” refers to the individual and/or organization identified as the user when registering for an account on the Website. By accessing or using the Services, or any portion thereof, you confirm and legally represent that you are eligible to use the Services as set out above.

How the Services work

OEA offers a Website and Software with content to support music creation, and makes available to you certain audio works, including sounds, music, and data (each an “Audio Sample”) through the Website and Services. For the purposes of this Agreement, “Content” includes all Audio Samples as well as all text, branding, graphics, design, architecture, software, computer code, data, and documentation (including user guides) made available through the Website and through the Software. The Website, the Software, and the Content, are owned and operated by OEA and are protected by intellectual property laws and other laws around the world. Collectively, the Website, the Software, the Content (including the Audio Samples) are “OEA Property”.

The OEA Software

OEA makes certain Services and Content available through the Software. Where the Software is obtained as an authorized copy from OEA, OEA grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, and non-sublicensable license to access, download, install, and use the Software solely for the purposes of accessing the Content and Services, and downloading Audio Samples as permitted under this Agreement.

Your Use of the Services and OEA Property

You may only use the OEA Property as set out in this Agreement. OEA reserves all rights to the OEA Property not expressly granted in these Terms of Use, and a breach of these Terms of Use by you revokes the rights granted.

Necessary Equipment and Third-Party Services

OEA does not provide and is not responsible for any physical equipment nor third-party services or fees necessary to access and use the Services, including internet access fees or software updates that may be required for continued access. You agree that it is impossible for OEA to monitor or control such materials and software and that you access and use these materials or software at your own risk.

Updates to the Services

You acknowledge and agree that OEA may at any time update or otherwise revise the Services with or without notifying you. Any future release, update, or other addition to the Website, Software, or Services shall be subject to the Agreement.

Limited Grant of Rights to the OEA Property

Subject to and conditional on your continued compliance with these Terms of Use, OEA grants you: (i) a limited, revocable license to access, use, and reproduce certain portions of the Audio Samples and Demo Audio Samples for your personal or internal business purposes, as set out in more detail in Section III (Audio Samples) below, and (ii) a limited, revocable license to access and use portions of the OEA Property (as designated by OEA) for the sole purpose of using the Services for the same internal business purposes. The license authorizes you to access the Software from up to two (2) devices. Any other use is expressly prohibited.

Restrictions on Use

The rights granted to you under this Agreement are subject to the following restrictions. You shall not and shall not attempt to or enable a third party to: (i) sub-license, sell, rent, lease, transfer, assign, reproduce, distribute, or otherwise commercially exploit OEA Property; (ii) frame or utilize framing techniques to enclose or obscure any trademark, logo, or other portion of the Website or Services; (iii) use any metatags or other “hidden text” using OEA’s name or trademarks; (iv) modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the OEA Property; (v) use any manual or automated software, devices, or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website or Content (except that we grant the operators of publicly available search engines limited, revocable, permission to use spiders to copy materials from the Website for the sole purpose and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (vi) access the Website, Software, Content, or Services in order to build a similar or competitive website, application, or service; (vii) remove or destroy any copyright notices or other proprietary markings contained on or in the Website, Software, Content, or Services; (viii) remove or interfere with any security features of the Software or the Services, including any features that limit use or restrict access to the Audio Samples or any part of the Services. Except as expressly stated herein, no part of the Website, Software, Content, or Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means except as expressly authorized by the terms of this Agreement.

Compliance with Law

You agree that you will comply with all applicable law when accessing or using the Services and agree to indemnify OEA for any unauthorized or illegal access or use by, or enabled by, you. Without limiting the foregoing, you agree that you will at all times comply with all intellectual property and data protection laws.

Immediate termination of licenses upon breach of these Terms of Use

Any unauthorized use of the Website, Software, or Services immediately terminates the licenses granted by OEA pursuant to the Agreement and your access to the OEA Property without refund of any fees paid and without any further notice required. OEA reserves the right to seek monetary compensation for your breach of this Agreement.

Audio Samples

OEA makes available a catalogue of Audio Samples through the Website and Software, available for your use in accordance with the terms of this Agreement. Of the Audio Samples available to you, certain Audio Samples are downloadable, some are available for your use without fee or charge (“Demo Audio Samples”). Other Audio Samples are identified and available for a billable fee (each a “Fee”), including pre-set packages of Audio Samples made available as a set. Some Audio Samples may be available only as part of a package. The purchase terms under which OEA makes each Audio Sample available to you, and any applicable Fees, will be set out on the Services at the point of access.

Your Creative Works

Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable, perpetual right to use the Audio Samples you obtain through an authorized copy of the Software in combination with:

to create new creative works (each a “Creative Work”) for non-commercial and commercial purposes, except as prohibited below in Section 3.4 (Prohibited Uses).

You own your Creative Works

As between you and OEA, you (and any applicable third-party contributors) will own the original contributions made to the Creative Work that is not comprised of an Audio Sample. For the purposes of certainty: this Agreement does not transfer ownership of Audio Sample(s) to you.

Subject to your compliance with the terms of this Agreement, OEA claims no ownership interest in your Creative Works.

Prohibited Uses

Audio Samples are licensed, not sold, to you, and the ways in which you may use the Audio Samples are restricted. An unauthorized use of an Audio Sample is a breach of the license.

Notwithstanding anything to the contrary in this Agreement, you may not (i) sublicense the Audio Samples, either as made available by OEA or modified; (ii) use or distribute Audio Samples in a manner competitive to OEA or its licensors; (iii) sublicense, sell, loan, share, lend, broadcast, rent, lease, assign, distribute, or transfer the Audio Samples to a third-party except as incorporated into a Creative Work; (iv) redistribute Audio Samples in new sample packs, whether commercially or non-commercially; (v) use any sounds or portions of Audio Samples made available for preview in any other way or for any other purpose; (vi) use any Content not specifically designated a Demo Audio Sample or Audio Sample for any purpose or in any way other than for your personal gain of information; (vii) modify, reproduce, publicly perform, distribute, transmit, communicate to the public, sublicense, or otherwise use for any commercial purpose, an Audio Sample or portion of Audio Sample made available as a “preview”; or (viii) use one or more Audio Sample(s) or any other Content as a source, raw input, “training input”, “training material” or reference material for the purposes of imitation or mimicking of the substance or style of the Audio Sample with or for generative or other types of “artificial intelligence” models, platforms, agents, or software, nor permit or enable any third party to do so.

Express Notice of Reservation of Rights

No rights are granted to you in respect of the name, image, likeness, reputation or goodwill association with any artist associated with the Content, the Website, the Software, or any Audio Sample(s), and all such rights are reserved by the artist and/or rights holder. You may not use, publicize, imply an association with, or otherwise trade on the name, image, or likeness of J.Views or any other artist associated with an Audio Sample, in any way without the express, prior written permission of each such artist in each case.

Removal of Audio Samples from the Services

We may remove any Audio Sample from the Software and Services at any time at our discretion. Audio Samples that have been downloaded in accordance with the terms of this Agreement (and, where applicable the corresponding Fee paid), remain available to you under the license terms.

Accounts

Individuals who meet the Eligibility Criteria (set out in clause 1.7 above) may access the Software and related Services by registering for an OEA Website account (an “Account”) (by establishing a username and password) or logging in to the Website using OEA authorized third party credentials. Some parts of the Website may be accessed and viewed without an Account, at the election and discretion of OEA, subject to change without notice.

OEA holds absolute discretion as to the creation, continued access, and/or suspension or termination of any Account, as well as absolute discretion as to permitted access to or use of each aspect of the Services, including but not limited to the Website and Software. OEA may at any time suspend or terminate your Account and refuse any and future use of the Services if it has a reasonable belief that the information provided to OEA in respect of any one or more Account(s) is false, inaccurate, incomplete, or in any other way deemed to be a risk to OEA, the Services, or any other user of the Services.

Account Information and Personal Information

The Account creation form may require that you submit certain personal information. When you submit an Account registration form or other request, and by accessing your Account and by using the Services, you consent to the collection, retention, use, and disclosure of your Personal Information (as defined and described in the OEA Privacy Policy www.organicelectronics.io/privacy).

OEA will use your Personal Information to process your Account registration and requests, provide the Services to you, protect you and OEA against fraud and infringement, and to meet our legal, security, and operational requirements.

You represent and warrant that the information you provide to OEA for the purposes of Account registration or otherwise in respect of using or gaining access to OEA Property is and will at all times be accurate, current, and complete. It is a material breach of this Agreement to provide false information or impersonate another person for the purposes of gaining access to the Services.

We may use third-party service providers to process your personal information for the purposes of Account registration, identity verification, and processing of any Services requests and related payments. OEA may disclose your personal information to service providers for these purposes. Please see Section V (Fees) below for further information about how we process fees.

Account Responsibility

You may not access or use the Account for any purposes inconsistent with the purposes for which the Account has been provided by OEA. You are responsible for actions taken and transactions initiated or otherwise requested under your Account. You agree to take precautions to prevent others from accessing your Account, including by selecting a strong password.

When you create an Account, you agree not to:

Account Maintenance

Any issues with Account access or security can be addressed to admin@organicelectronics.io. Please contact our support immediately if you know or have reason to believe that your Account has been accessed without your permission.

Fees for Audio Samples (per use)

Certain features and functionality of the Services are available only with the payment of a monetary Fee. In each such case, the Fee will be identified in the Services, and the Fee is payable in advance of the access to the corresponding Audio Sample(s), or other billable feature or functionality of the Services. Once paid, Fees are non-refundable.

Currency

All Fees are stated in US Dollars unless otherwise specified.

Third-Party Service Provider

OEA uses a third-party service provider, Stripe Inc. and its affiliates for payment services (“Payment Services Provider”). If you make a purchase on the Services, you will be required to provide your personal information directly to the Payment Services Provider, including payment details and any additional information reasonably necessary to complete your payment request. By providing OEA and/or our Payment Services Provider with your payment information, you authorize OEA and the Payment Services Provider to share any information and payment instructions you provide in order to complete your payment transaction, to authenticate and verify your payment information, and to process payment for all Fees when due. You agree to be bound by the Payment Service Provider’s Terms of Service (currently available at: www.stripe.com/legal/consumer) and Privacy Policy (currently available at: www.stripe.com/privacy). In some jurisdictions the Payment Services Provider may use third-parties for payment processing services, subject to confidentiality and data protection requirements. For your protection, Payment Services Provider uses fraud prevention protocols and industry standard verification systems. OEA is not responsible for any charges levied by your credit card issuer.

Payment

You agree that you will pay all Fees or charges for Services you have authorized as billable to your Account in accordance with the fees, charges, and billing terms in effect at the time a Fee is due and payable. Where Fees are shown on the Services in USD, and where your payment is made in local currency, exchange rates and other applicable fees may vary the amount paid when your payment is processed. Payment of Fees will be processed at the time when a billable Service is selected, and subsequently when due as set out in your Account. You agree to maintain your payment information complete, accurate, and current, and to immediately notify OEA of any changes. Your failure to remit payment, as a result of inaccurate payment information or otherwise, is a material breach of this Agreement.

Taxes

The Fees do not include any sales or use tax that may be due in connection with the Services provided under this Agreement. If OEA has a legal obligation to collect sales tax from you on any portion of the Fees, OEA will collect such sales tax. If you have not remitted sales tax when due, you shall be responsible for the payment of the applicable sales tax, and shall indemnify OEA for any liability or expense in connection with the collection of the sales tax.

Fees

Certain features and functionality Services are available on a subscription basis (each, as applicable, a “Subscription”). If you purchase Subscription access, the Fee for such Subscription (“Service Subscription Fee”) will be billed when you first initiate the Subscription (“Subscription Service Commencement Date”) and subsequently at regular intervals as identified in your Account.

Automatic Renewal

If you elect to purchase a Subscription, your Subscription will continue and automatically renew at OEA’s then-current price for such Subscription, until cancelled in accordance with this Agreement (please see Section 6.3 below). The frequency at which your Subscription renews will be designated at the time that you sign up for the Subscription. By subscribing, you authorize OEA to charge the payment method designated in your Account initially, and again at the beginning of any subsequent Subscription period. Upon renewal of your Subscription, if OEA does not receive payment, (i) you shall pay all amounts due on your Account upon demand and/or (ii) you agree that OEA may suspend or terminate your Subscription, and continue to attempt to charge your designated payment method until payment is received (upon receipt of payment, your Account will be activated and for the purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received.)

Cancelling Subscriptions

You are responsible for changing or terminating your Subscription settings in your Account if you wish to change or terminate your Subscription or billing for your Subscription. In order to change the way that your Subscription is billed, to cancel the automatic renewal of your Subscription, or to terminate your Subscription, log in to your Account through the Website and make the changes you wish to your Subscription. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term. Your Subscription will not be renewed after your then-current term expires. Service Subscription Fees are not refundable for any un-used portion. In cases where you have purchased Audio Samples to be available for your continued use independent of your subscription, such Audio Samples remain available while your use of the Software is authorized.

The Services

OEA and its suppliers or licensors own all rights, title, and interest in the OEA Property and the Services, and you agree that other than as expressly set out in this Agreement, OEA retains all right, title, and interest in and to the Website, the Software, the Content, the Audio Samples, and the Services. Nothing in this Agreement shall be construed, interpreted, or otherwise deemed to assign or otherwise transfer any ownership right in or to the OEA Property to you. For greater certainty, the licenses granted under this Agreement do not grant any right, license, or ownership in any “back-end” technical facilities or coding used in the provision of the Services.

Trademarks

Organic Electronics Audio LLC and all related logos, graphics, service marks and trade names used on or with the Services are trademarks of OEA and may not be used without permission in connection with your or any third-party’s products or services. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners. You shall not remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying any of the Services.

Feedback

You agree that the submission of any ideas, suggestions, documents, and/or proposals (“Feedback”) to OEA is entirely voluntary and at your own risk, and that OEA has no obligations (including without limitation, obligations of confidentiality) with respect to such Feedback. Any Feedback will be owned exclusively by OEA. If you do provide Feedback to OEA, you: (i) represent and warrant that you have all rights necessary to submit the Feedback; (ii) you grant OEA a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, retain, reproduce, display, distribute, modify, create derivative works of, and otherwise exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or OEA’s business; and (iii) to the greatest extent permitted by law, waive fully any and all moral rights in the Feedback.

You Agree Not to Interfere with OEA Ownership

You shall not, at any time, knowingly do or cause to be done any act or thing, or permit to be done any act or thing, which may impede or hinder OEA’s ability to protect or enforce its intellectual property rights in any aspects of the Services, including any attempt to register any intellectual property rights in respect of the Software.

Third-Party Websites, Applications, and Ads

The Website and Services may contain links to third-party websites, applications, and/or advertisements. Your use of third-party properties is at your own risk and OEA is not responsible for the content or operation of any third-party site, materials, or operations. OEA does not review, approve, monitor, endorse, warrant, or make any representation about such third-party website, applications, or advertisements. You are responsible to review applicable terms and policies, including privacy and data collection practices, of each third-party property before engaging with such third-party website, application, or advertisement.

Indemnification

You agree to indemnify and hold OEA, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, “OEA Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising from: (i) your use of, or inability to use, any aspect of the Services in whole or in part, including, the Website, the Software, and the Content; (ii) your violation of the Agreement; (iii) your violation of any rights of another party, including any other user of the Services; or (iv) your violation of any applicable law, rule, or regulation. OEA reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you will cooperate fully with OEA in asserting any available defenses. You agree that the provisions of this section will survive any termination of your Account, the Agreement, or your access to the Website, the Software, the Content, and/or the Services.

Disclaimer of Warranties

AS IS. YOU UNDERSTAND AND EXPRESSLY AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE OEA PROPERTY AND SERVICES IS AT YOUR SOLE RISK, AND THE WEBSITE, THE SOFTWARE, THE SERVICES, ALL BETA-RELEASE OF PRODUCTS AND SERVICES MADE AVAILABLE BY OEA, AND THE CONTENT (INCLUDING THE AUDIO SAMPLES, DEMO AUDIO SAMPLES), AND ALL OUTPUTS GENERATED THEREFROM, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS ARISING FROM USE OF THE WEBSITE, THE SOFTWARE, THE CONTENT, AND/OR OEA SERVICES.

OEA PARTIES MAKE NO WARRANTY, REPRESENTATION, OR CONDITION THAT: (i) THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; OR (iii) THE SOUNDS WILL BE ACCURATE AND RELIABLE.

ANY AUDIO SAMPLES OR OTHER CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE, SOFTWARE, OR SERVICES, IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE THAT YOU USE TO ACCESS THE WEBSITE OR SERVICES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING OR USING SUCH SOUNDS OR CONTENT.

THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS, AND OTHER DISRUPTIONS. OEA MAKES NO WARRANTY, REPRESENTATION, OR CONDITION WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM OEA OR THROUGH THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.

No Liability for Conduct of Third Parties.

YOU ACKNOWLEDGE AND AGREE THAT OEA PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD OEA PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES.

Disclaimer of Certain Damages

YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL OEA PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES, OR ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT OEA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DAMAGES FOR PERSONAL OR BODILY INJURY OR EMOTIONAL DISTRESS ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE WEBSITES OR SERVICES OR THIRD-PARTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM (i) THE USE OR INABILITY TO USE THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES; (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH THE WEBSITE OR SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE OR SERVICES; OR (v) ANY OTHER MATTER RELATED TO THE WEBSITE, SOFTWARE, CONTENT, OR SERVICES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY.

Cap on Liability

UNDER NO CIRCUMSTANCES WILL OEA PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY OEA AS A RESULT OF YOUR USE OF THE SERVICES IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT YOUR CLAIM. IF YOU HAVE NOT PAID OEA ANY AMOUNTS FOR SERVICES IN THE SIX MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, OEA’S SOLE AND EXCLUSIVE LIABILITY SHALL BE LIMITED TO FIFTY DOLLARS USD (USD$50).

Exclusion of Damages

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

User Content

OEA PARTIES ASSUME NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY, OR FAILURE TO STORE ANY CONTENT (INCLUDING BUT NOT LIMITED TO YOUR CONTENT AND ANY OTHER USER CONTENT), USER COMMUNICATIONS, OR PERSONALIZATION SETTINGS.

Basis of the Bargain

YOU ACKNOWLEDGE THAT THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU.

OEA Copyright

The OEA Property (Audio Samples, Demo Audio Samples, Website, Content, and Software) are protected by copyright and international law. OEA expressly reserves all rights not expressly licensed to authorized Account holders, and those rights for licenses which have been revoked. Use of any OEA Property without authorization from OEA, including any scraping or use for AI “training” is a violation of OEA’s rights for which it may seek legal recourse in each applicable jurisdiction. A continuing infringement may be deemed to be repeating multiple infringements. Please see Section VII (Intellectual Property) above.

Procedure for making claims of copyright infringement

If you believe that materials on the Website, Software, or Content infringe your intellectual property rights, please provide OEA with the following information in writing: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work that you claim has been infringed; (iii) a description of the location on the Website/Services of the material that you claim is infringing; (iv) your name, address, telephone number, and e-mail address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright holder, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information provided in the notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. We reserve the right to seek damages from any party that submits a notification of claimed infringement or counter notification in violation of the law.

Notices should be sent to:

Term

This Agreement shall commence on the first occurring of (i) the date when you accept them (as described in the preamble above) and (ii) the date when you first used the Website or Services (whichever is earlier), and remain in full force and effect until you no longer access or use the Website or Services.

Termination by OEA

OEA may suspend or terminate this Agreement at any time for any and no reason, including if you have breached any provision of the Agreement, or if OEA suspects that you have breached any provision of the Agreement, or if OEA is required to do so by law. You agree that all terminations for cause shall be made at OEA’s sole discretion and that OEA shall not be liable to you or any third party for any termination of your Account or access to the Website or Services.

Termination by You

You may terminate this Agreement by ceasing to access the Website, Software, or Services. Where you have entered into a Service Subscription Agreement, you must actively cancel your Subscription(s) through your Account (through the Website) in order to terminate billing. You remain liable for any unpaid amounts associated with your Account until we have received your changes to your Account. See Section 6.3 above.

Effect of Termination

If you have purchased a perpetual license for any of the Audio Samples, your right to continue to use such Audio Samples, in compliance with the restrictions set out in this Agreement, is not affected by the termination of any Subscriptions, and the terms of this Agreement continue in effect as applicable to the perpetual license Audio Samples. When you cancel a Subscription, your access and right to use the subject Service or Content continues until the end of the period for which OEA has received payment. For any other Service, upon the termination of that Service, your right to use such Service will automatically terminate immediately. Termination of all Services, including where your Account has been closed by OEA, may include the deletion of your password and all related information, files and Content associated with or held under your Account (or any part thereof). OEA will not have any liability whatsoever to you for any suspension or termination, including for deletion of any Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services and this Agreement, including, without limitation, intellectual property ownership provisions, warranty disclaimers, and limitation of liability.

No Subsequent Registration

If your Account or other registration with the Website or Services, or ability to access the Website, Software, Content, or Services, is discontinued by OEA for a violation of any terms under this Agreement, then you agree that you shall not attempt to re-register with or access the Website or Services through use of a different name or otherwise. In the event that you violate the immediately preceding sentence, OEA reserves the right, in its sole discretion, to immediately take any and all actions to address unauthorized use of OEA property, without notice or warning to you.

No representation or warranty as to availability or compliance.

The Website, Software, Content and Services can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. The Website and Services are offered and controlled by OEA from its offices and facilities in the United States of America. OEA makes no representation that the Website or Services are appropriate or available for use in other locations. Those who access or use the Website and/or Services from other jurisdictions do so at their own volition and are responsible for compliance with local law. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT AND SHALL NOT APPLY IN ANY CIRCUMSTANCE.

Applicability of Arbitration Agreement

Subject to the terms of this Arbitration Agreement, you and we agree that any dispute, claim, disagreements arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or the Agreement and prior versions of the Agreement, including claims and disputes that arose between you and us before the effective date of the Agreement (each, a “Dispute”) will be resolved by binding arbitration, rather than in court, except that: (i) you and Company may assert claims or seek relief in small claims court if such claims qualify and remain in small claims court; and (ii) you or OEA may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of this Terms of Use Agreement as well as claims that may arise after the termination of this Agreement.

Informal Dispute Resolution

There might be instances when a Dispute arises between you and OEA. If that occurs, OEA is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low-cost and mutually beneficial outcome (“Informal Dispute Resolution”). You and OEA therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer, via telephone or video conference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate with you in the conference, but you agree that you will participate.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within forty-five (45) days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to admin@organicelectronics.io. The Notice must include: (1) your name, telephone number, mailing address, email address associated with your Account (if you have one); (2) the name, telephone number, mailing address and e-mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree. Further, unless all parties agree, multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

Waiver of Jury Trial

YOU AND COMPANY HEREBY WAIVE ANY CONSTITUTIONAL AND/OR STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Company are instead electing that all Disputes shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 15.1. There is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

Waiver of Class and Other Non-Individualized Relief

YOU AND COMPANY AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. The parties each waive all rights to have any dispute brought, heard, administered, resolved, or arbitrated on a collective basis. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favour of the individual party seeking relief, and only to the extent necessary to provide relief warranted by the party’s individual claim. If a court issues a final decision, not subject to further appeal or recourse, that applicable law precludes enforcement of any of this subsection’s limitations as to a particular claim for relief, then that claim for relief and only that claim for relief shall be severed from the arbitration and brought into the State or Federal Courts located in the State of California.

Arbitration Rules and Forum

This Agreement evidences a transaction involving interstate commerce, and notwithstanding any other provision herein with respect to substantive law, the Federal Arbitration Act will govern the interpretation and enforcement of this Arbitration Agreement. If the Informal Dispute Resolution process described above does not resolve satisfactorily within sixty (60) days after receipt of your Notice, you and we agree that either party shall have the right to finally resolve the Dispute through binding arbitration.

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Consumer Arbitration Rules (the “AAA Rules”) then in effect, except as modified by this section of this Arbitration Agreement.

To begin an arbitration proceeding, you must send a letter requesting arbitration (the “Request”) to OEA at the contact address found at the end of these Terms. The Request must include: (i) the name, telephone number, mailing address, email address and Account username and email address associated with the Account; (ii) a statement of the legal claim being asserted and the factual basis of those claims; (iii) a description of the remedy being sought and an accurate, good-faith calculation of the amount in controversy; and (iv) a statement certifying completion of the Informal Dispute Resolution process as described above; and (v) documentation confirming that the requesting party has paid any filing fees required in order to proceed with arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable in the circumstances, that (i) the Request is not being presented for any improper purpose, such as to harass, or cause unnecessary delay or costs of dispute resolution; (ii) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending modifying, or reversing existing law or for establishing new law; and (iii) the factual and damages contentions have evidentiary support or, if so specified, will have evidentiary support after a reasonable opportunity for further investigation.

Subject to the AAA Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of arbitration. You and OEA agree that all materials and documents exchanged during the arbitration process shall be kept confidential and shall not be disclosed or shared with anyone except the parties’ attorneys, accountants, or business advisors, subject to the condition that each such party shall be contractually bound, in advance of the receipt of the documents and/or materials, to keep all such documents and materials confidential.

If the AAA is not available to arbitrate, the parties will select an alternate arbitration forum. Your responsibility to pay AAA fees and costs will be solely as set forth in the applicable AAA Rules.

Arbitrator

The arbitrator will be either a retired judge or an attorney selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within thirty-five (35) days of delivery of the Request, then AAA will appoint an arbitrator in accordance with the AAA Rules, provided that if the Batch Arbitration process under Section 15.8 is applicable, AAA will appoint an arbitrator for each batch.

Authority of Arbitrator

The arbitrator shall have exclusive authority to resolve any Dispute, including, without limitation, disputes arising out of or related to the interpretation, application, enforceability, scope, or validity of the Arbitration Agreement or any portion thereof, excluding only that (i) all Disputes arising out of or relating to Section 15.4, including any claim that all or part of Section 15.4 is unenforceable, illegal, void or voidable, or that such Section 15.4 has been breached, shall be decided only by a court of competent jurisdiction and not by an arbitrator; (ii) except as expressly contemplated in this Section 15.7, all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (iii) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator.

The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any Dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including this Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The award of the arbitrator is final and binding upon you and us.

The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution process, shall be entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

Batch Arbitration

To increase the efficiency of dispute resolution, you and OEA agree that in the event that there are one hundred (100) or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, organizations or associations, within a thirty (30) day period (or as reasonably practicable thereafter), the AAA shall (i) administer the arbitration requests in batches of 100 Requests per batch (and a final batch consisting of the remaining Requests where less than 100); (ii) appoint one arbitrator for each batch, and (iii) provide for the resolution of each batch as a single consolidated arbitration, with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and see the same or similar relief. To the extent that the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the AAA, and the AAA shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process, which appointed arbitrator may set forth such procedures as are necessary to resolve any disputes promptly.

You and OEA agree to cooperate in good faith with the AAA to implement the Batch Arbitration process, including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and cost of arbitration.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective, and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

30-Day Right to Opt-Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: admin@organicelectronics.io within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Account username (if any), the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of the Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

Modification

Notwithstanding any provision in this Agreement to the contrary, we agree that if OEA makes any future material change to this Arbitration Agreement, we will notify you. Unless you reject the change within thirty (30) days of such change become effective by writing to OEA at the address set out in Section 16.10 below, your continued use of the Services, including the acceptance of products and services offered on the Service following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of this Agreement and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services, any communications you receive, any products sold or distributed through the Services or this Agreement, the provisions of this Arbitration Agreement as of the date you first accepted the Agreement (or accepted any subsequent changes to the Agreement) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of this Terms of Use Agreement.

Severability, Expiration

Except as provided in Section 15.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect. You further agree that any Dispute that you have with OEA as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

Survival of this Arbitration Agreement

This Arbitration Agreement will survive the termination of your Account and the termination of your relationship with OEA.

Electronic Communications

The communications between you and OEA use electronic means, which communications include notices on or through the Website or Services, or email. For contractual purposes, you agree that you (i) consent to receive communications from OEA in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that OEA provides to you electronically satisfy any legal requirement that such communication would satisfy if it were to be in writing in a tangible form. The foregoing does not affect your statutory rights.

Assignment

This Agreement, and your rights and obligations hereunder, may not be assigned, contracted, delegated, or otherwise transferred by you to any other party without OEA’s prior written consent, and any attempted assignment, subcontract, delegation, or purported transfer in violation of the foregoing is null and void and a breach of the terms of this Agreement terminating all OEA licenses to you. OEA may assign this Agreement.

Force Majeure

OEA shall not be liable for any delays or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, flood, accidents, strikes or shortages of fuel, energy, labor, or materials.

Waiver

Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

Severability

If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

Export Control

You may not use, export, import, or transfer the Website, Software, or Content except as authorized by U.S. law, the laws of the jurisdiction in which you obtained the Website or Services, and any other applicable laws. In particular, but without limitation, the Website and Services may not be exported or re-exported (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the Website or Services, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) that you will not use the Website or Services for any purpose prohibited by U.S. law. You acknowledge and agree that products, services, or technology provided by Company are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Company products, services, or technology, either directly or indirectly, to any country in violation of such laws and regulations.

Consumer Complaints

In accordance with California Civil Code §1789.3, if you are a California consumer, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Governing Law and Exclusive Venue

This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. To the extent that the parties are permitted under this Agreement to initiate litigation, both you and we agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in L.A. County in California.

Choice of Language

It is the express wish of the parties that this Agreement and all related documents have been written in English. C’est la volonté expresse des parties que la presente convention ainsi que les documents qui s’y rattacent soient rediges en anglais.

Notice

Where OEA requires that you provide an email address, you are responsible for providing us with your most current email address. In the event that the last e-mail address you provided to OEA is not valid, or for any reason is not capable of delivering to you any notices required/permitted by the Agreement, OEA’s dispatch of the email containing such notice shall nonetheless constitute effective notice. You may give notice to OEA at the following address:

Such notice shall be deemed given when received by OEA by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address.

Questions or Comments

If you have any questions or comments about the Services, please contact us at: admin@organicelectronics.io.

Entire Agreement

This Agreement is the final, complete, and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.