Terms of Service - Sent.dm

Online Terms of Service

Last Updated/Effective Date: July 1, 2024

ONLINE TERMS OF SERVICE

These Online Terms of Service (“Agreement”) set out the terms on which Sent, Inc. (“Sent”, “we”, “our”, or “us”) will provide you (also referred to as “your” or “user”) access to and use of certain services available on or through our website(s) (e.g., https://sent.dm/) and the domains, products, platforms, mobile application(s), or others services, content, or technology offered or provided by us (collectively, “Services”). You and Sent are referred to herein individually as a “Party” and jointly as the “Parties”. By indicating acceptance to this Agreement, via click-through or executing an ordering document which incorporates the terms and conditions herein, or otherwise accessing or using the Services, you are entering into a legally binding agreement with us. You hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement. If you are using the Services on behalf of an organization, you represent that you have the right to bind such organization to this Agreement, and the terms “you” and “user” will include both you, the individual user, and such organization. Certain Services may require registering with us or executing an order with us, and any such order is hereby incorporated into this Agreement.

If you are accessing or user our Services in connection with a relationship you may have with one of our other users (typically a business entity), you agree that the restrictions and other limitations in this Agreement shall apply to your access or use of the Services as between you and us (other agreements may cover your relationship with that other user).

YOUR ACCESS TO OR USE OF THE SERVICES IS SUBJECT TO LIMITATIONS OF LIABILITY AND AN ARBITRATION PROVISION IN SECTION 11.5 OF THIS AGREEMENT, REQUIRING ALL DISPUTES TO BE RESOLVED BY WAY OF BINDING ARBITRATION AND OTHERWISE LIMITING YOUR REMEDY AGAINST US. PLEASE CAREFULLY REVIEW SECTION 11.5 FOR MORE INFORMATION. We may revise and update this Agreement from time to time without prior notice to you and will post the updated Agreement to the Services. ANY CHANGES TO THIS AGREEMENT BY US WILL APPLY IMMEDIATELY UPON POSTING TO THE MAXIMUM EXTENT PERMITTED BY LAW.

1. Nature of the Services

1.1 General

The Services may (i) include access to certain information or content (which may include data, text, user or visual interfaces, logos, designs, or other materials or content), (ii) facilitate or perform certain functions and features relating to messaging or marketing through our Platform (as defined below). Our “Platform” means the proprietary messaging, marketing, and engagement analysis software platform (the “Platform”) we may provide you access to, or use of, as described in our documentation and an applicable order.

1.2 License Grant

Subject to the other provisions of this Agreement (including any applicable order), Sent hereby grants you a limited, non-exclusive, revocable, non-assignable, non-transferable right to access and use the Services applicable to you pursuant to our generally applicable policies, procedures, and documentation for such Services. Nothing in this Agreement is intended to, or may be construed as, conferring by implication, estoppel or otherwise, any license or other grant of right to use any patent, copyright, trademark, service mark, or other intellectual property of Sent or any third party, except as expressly provided in this Agreement. All rights not otherwise expressly granted by this Agreement are reserved to Sent. We reserve the right to modify the Services, in our sole discretion, at any time.

1.3 Restrictions

You will not, directly or indirectly (or permit any third party to):

• (a) remove, obscure, or modify any trademark legend or copyright notice, author attribution, or other notice placed on or contained within the Services,
• (b) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services, or any documentation or materials related to, or provided with, the Services,
• (c) modify, translate, or create derivative works based on the Services,
• (d) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services,
• (e) use, access, or otherwise exploit the Services to build or support, and/or assist a third party in building or supporting, products or services competitive to the Services,
• (f) use the Services as a service bureau or timesharing service, or otherwise for the benefit of a third party,
• (g) transmit or upload any software viruses, malware, spyware or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment
• (h) use the Services in violation of this Agreement or any applicable law, regulation, or rule, including laws, regulations, and rules regarding telecommunications, marketing, or advertising (e.g., illegal, unsolicited, or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or other unsolicited or illegal messages or communications), or
• (i) harass or interfere with another individual or entity, including any other user’s use and enjoyment of the Services.

1.4 Registration

To access or use certain Services (including the Platform), you may be required to provide us with your first name, mailing address, title, name of your employer or other applicable organization, other contract information, and create login credentials. To the extent you are using the Platform on behalf of an organization, you may need to also provide us with information to confirm, or permit us to confirm, any relationship between you and such organization. We may also request additional information from you from time to time. You represent and warrant to us that you will provide us with accurate, current, and complete registration information. You are responsible for keeping your registration information up-to-date. You will keep your credentials and passwords confidential and are strictly responsible for all use of the Platform using your login credentials.

1.5 Additional Terms applicable to certain Marketplaces

If you download certain Services through the Apple App Store, Google Chrome Web Store, Google Play marketplace, the Samsung Apps marketplace, Amazon Skills Store or any similar store or marketplace authorized by Sent (each, an “App Store” and references to an App Store include the corporate entity and its subsidiaries making such App Store available to you) you agree to comply with all applicable third-party terms for the relevant App Store when using such Services (“App Store Terms of Service”). You acknowledge and agree that the availability of the Services is dependent on the App Store from which you received the Services. You acknowledge that this Agreement is between you and Sent and not with the App Store. The App Store is not responsible for the Services (including any related software, content, maintenance, support, and warranty) or addressing any claims relating to the Services (e.g., product liability, legal compliance, or intellectual property infringement). You agree to pay all fees charged by the App Store in connection with the Services (if any). You and Sent acknowledge that the App Store (and its subsidiaries) is a third-party beneficiary of this Agreement and has the right to enforce the terms and conditions herein. Further, you acknowledge and agree:

• (i) Sent, not the App Store, is solely responsible for the Services and content thereof. Your use of the Services must comply with the applicable App Store Terms of Service.
• (ii) In the event of any failure of the Services to conform to any applicable warranty, you may notify the applicable App Store and obtain a refund of any fees charged for the Services (if any) by the App Store. As between Sent and the App Store, any claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Sent.
• (iii) You and Sent acknowledge that, in the event of any third-party claim that the Services or your possession and use of the Services infringe a third party’s intellectual property rights, as between Sent and the App Store, Sent, not the App Store, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.
• (iv) Without limiting any other Sections in this Agreement, you must comply with all applicable third-party terms of agreement when using the Services.

2. Fees

2.1 Fees

Certain Services (including the Platform) may be subject to certain subscription or other fees, as identified by us in the applicable order or when you are registering for such Services. If your use of any Services gives rise to any third-party platform, service, or other fees or expenses, you are responsible for reimbursing us for such fees, costs, or expenses on a pass-through basis (or paying such amounts directly to the third party). If required for an applicable Service, unless we separately agree with you to receive payment by another means, you will provide us (or our designated third-party payment processor) with accurate and valid credit card or other payment information and update your payment information in the event any information provided becomes invalid or incomplete. Any amounts due to us are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether foreign, federal, state, local, or other). You are solely responsible for all such taxes, duties, and charges (except for taxes imposed on Sent’s U.S. income). You agree to gross-up any payments due to us for any tax related withholding or deduction required by applicable laws, such that you pay us the net amount owed. You will indemnify, defend, and hold Sent harmless from any such taxes, fines, or interest for which you are responsible under this Agreement or applicable law.

2.2 Evaluation or Trials

If we offer you an evaluation or trial of Platform related Services for a limited period, you may cancel during such evaluation or trial period. If you do not timely cancel at least three (3) days prior to the end of that period, we may convert you to a standard subscription and automatically begin billing the payment method you provide to us, as described in Section 2.1.

2.3 Late Payments

You shall pay interest on all late payments at the lesser of (a) 1.5% per month or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. You will reimburse Sent for all costs and expenses, including attorneys’ fees, incurred in collecting any unpaid amounts owed by you hereunder.

2.4 Cancellation of Auto-Renew Subscription

PLATFORM AND OTHER SUBSCRIPTION SERVICES ARE SUBJECT TO AUTORENEWAL, unless you cancel your subscription at least three (3) days before your next renewal date to avoid the next billing period. You may cancel your subscription by logging into your account on the Platform and cancelling it there, or you may send us written notice of cancellation to our contact information in an applicable ordering document (or [insert email]). Any cancellation under this Section 2.4, will be effective upon your receipt of confirmation from Sent of the cancellation.

3. User Content

3.1 User Content

All data, information, or content which you, or any third-party on your behalf, inputs, submits, or transmits to the Services (“User Content”) is stored and processed in accordance with our applicable privacy and security policies, and will not be used by Sent except as permitted therein or herein. You hereby grant to Sent a limited, non-exclusive, non-transferable, royalty-free right to process, use, reproduce, manipulate, display, transmit, and distribute User Content solely in connection with providing the Services to you, performing our obligations and exercising our rights under this Agreement, and maintaining, improving, and developing the Services. You shall be solely responsible for providing, updating, uploading, and maintaining all User Content, and obtaining any consents or providing any notices to third parties in connection with User Content. Sent shall operate the Services in a manner that provides reasonable information security for User Content, using commercially reasonable data backup, security, and recovery protections.

3.2 Warranty

You represent and warrant that you own (or have sufficient license and other rights to) User Content for each of us to fulfill our respective obligations and exercise our respective rights in connection with the User Content and this Agreement, and doing so will not violate any law, regulation, or rule or otherwise violate, infringe, or misappropriate the rights of any third party. You shall not:

• (a) transmit or upload any User Content that infringes any third-party intellectual property rights, or violates any rights of privacy or publicity,
• (b) transmit or upload any User Content that is defamatory, libelous, vulgar, profane, or obscene, or violates any law or other right, privilege, or interest of any third party, or
• (c) transmit or upload any User Content if you do not have the right to do so.

4. Sent Technology

4.1 Sent Technology

You acknowledge and agree that as between you and Sent, all right, title, and interest in and to the Services (including the data, information, text, images, designs, marks, logos, compilations (meaning the collection, arrangement, and assembly of information) and other content on or made available through the Services, other than User Content), any related documentation, the Sent Technology, and all improvements and derivatives of the foregoing (including all trade secrets and other intellectual property and proprietary rights embodied therein or associated therewith) are and shall remain the sole and exclusive property of Sent (or its licensors), and this Agreement in no way conveys any right, title, or interest to you in the Services or the Sent Technology other than a limited right to access and use the Services in accordance with the terms and conditions herein (including any additional limitations in executed ordering document referencing this Agreement). No right or license is granted hereunder to you under any trademarks, service marks, trade names, or logos. You shall not remove any proprietary notices or legends in the Sent Technology, any output thereof, or related documentation. As used herein, “Sent Technology” means all of Sent’s proprietary technology (including the Platform, hardware, processes, algorithms, interfaces, integration with third party platforms, know-how, techniques, designs, and other tangible or intangible technical material or information) relating to the Services.

4.2 Copyright

The Services and Sent Technology are copyrighted as a collective work under United States copyright laws and are protected by other laws. Trademarks, logos, and service marks displayed on the Services are registered and/or unregistered trademarks of Sent, its licensors or content providers, or other third parties. You acknowledge that Sent is the exclusive owner of the Services and Sent Technology. Any unauthorized use of our intellectual property, including our marks, our copyrighted material, and other trade dress, is strictly prohibited and may be prosecuted to the fullest extent of the law.

4.3 Feedback

You may provide us comments, feedback, suggestions, ideas, or other submissions related to the Services or Sent Technologies (collectively, “Feedback”). You hereby grant Sent an irrevocable, worldwide, fully paid-up assignable right and license to the Feedback. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We have no obligation to maintain any Feedback in confidence, or to respond to any Feedback.

5. Third-Party Hosting Providers and Services

5.1 Cloud Hosting Providers

You acknowledge that the Services may be hosted by one or more third-party cloud provider(s), which may change from time to time (the “Cloud Providers”), and that your use of the Services are subject to any applicable restrictions or requirements imposed by the Cloud Providers. Accept as otherwise provided herein, we shall not be responsible or liable for any act or omission of any Cloud Provider.

5.2 Third Party Websites, Content, Platforms and Other Services

The Services and our Platform may depend upon, interact with, integrate with, enable access to, or facilitate use of third-party websites, information, content, platforms, or other services or systems (including, but not limited to, WhatsApp, Telegram, Shopify, or iMessage) (each, a “Third-Party Service”). Third Party Services are not a part of the Services or Platform but may be integrated with the Services or Platform through application program interfaces (APIs) or other means. Third-Party Services may be subject to separate terms, conditions, or policies required by that third party, which you are responsible for complying with. Use of each Third-Party Service may require that you have an account with the Third-Party Service provider and accept additional terms of use from that third party. You represent and warrant that any Third-Party Service account or other information you provide us is correct, and you have control and authority over that account. Third-Party Services also may be subject to certain fees, expenses, or costs charged by the third party (which you will pay directly or reimburse us on a pass-through basis, as applicable). Sent does not endorse, and hereby disclaims all liability or responsibility to you or any other person for, any Third-Party Services.

6. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SENT MAKES NO WARRANTIES OR PROMISES ABOUT THE SERVICES OR SENT TECHNOLOGY. THE SERVICES AND SENT TECHNOLOGY ARE PROVIDED “AS IS”, WITH ALL FAULTS. WE DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING (A) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, (B) THAT THE SERVICES OR SENT TECHNOLOGY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR, AND (C) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES OR SENT TECHNOLOGY. WE MAY PAUSE OR INTERRUPT THE SERVICES AT ANY TIME, AND YOU SHOULD EXPECT PERIODIC DOWNTIME FOR UPDATES TO THE SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN OBTAINED BY YOU FROM US OR THROUGH THE SERVICE WILL CREATE ANY OTHER WARRANTY.

7. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES WILL WE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR SENT TECHNOLOGY, EVEN IF WE HAVE BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. OUR MAXIMUM AGGREGATE LIABILITY FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICES, OR SENT TECHNOLOGY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO US DURING THE PRIOR THREE (3) MONTHS (OR, IF YOU ARE ONLY USING SERVICES NOT SUBJECT TO A FEE, TO THE AMOUNT OF $10).

8. Indemnity

8.1 By Sent

Sent will defend, indemnify, and hold you harmless against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third party claim that any use of, or access to, the Sent Technology by you as expressly authorized under this Agreement infringes or misappropriates, as applicable, any patent, copyright, or trade secret, provided that you give Sent (a) prompt written notice of such claim; (b) authority to control and direct the defense and/or settlement of such claim; and (c) such information and assistance as Sent may reasonably request, at Sent’s expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, Sent will have no obligation or liability to the extent that the alleged infringement or misappropriation arises from (1) the combination, operation, or use of the Sent Technology with User Content or products, services, deliverables, materials, technologies, business methods or processes not furnished by Sent; (2) modifications which were not made by Sent; (3) your breach of this Agreement or use of the Services other than in accordance with this Agreement (collectively, “IP Exclusions”). Upon the occurrence of any claim for which indemnification is or may be due under this Section, or in the event that Sent believes that such a claim is likely, Sent may, at its option (i) modify the Sent Technology so that it becomes non-infringing, or substitute functionally similar services, platforms, deliverables, or documentation; (ii) obtain a license to the applicable third-party intellectual property; or (iii) terminate this Agreement (or the applicable orders) on written notice to You and refund to You any pre-paid fees for Services not provided. The obligations set forth in this Section will constitute Sent’s entire liability and your sole remedy for any infringement or misappropriation.

8.2 By You

You will indemnify, hold harmless, and, at Sent’s option, defend Sent and its affiliates, successors, or assigns from and against all costs and reasonable expenses (including reasonable attorneys’ fees), damages, and liabilities arising out of any third party claim resulting from the IP Exclusions, your use of the Services or Sent Technology, or User Content (e.g., if you lacks adequate rights in or to User Content or your use of the Services violate a telecommunication, marketing, or privacy law, regulation, or rule), except to the extent the claim is subject to indemnification by Sent under Section 8(a) above. Sent agrees to give you: (a) prompt written notice of such claim; and (b) such information and assistance as you may reasonably request, at your expense, in connection with such defense and/or settlement. Notwithstanding the foregoing, you will not settle any third-party claim, unless such settlement completely and forever releases Sent with respect thereto or unless Sent provides its prior written consent to such settlement. In any action for which you provide defense on behalf of Sent, Sent may participate in such defense at its own expense by counsel of its choice.

9. Confidentiality

“Confidential Information” means all confidential or proprietary information disclosed by one Party to the other in connection with this Agreement, unless it is or later becomes publicly available through no fault of the other Party or it was or later is rightfully developed or obtained by the other Party from independent sources free from any duty of confidentiality. All Confidential Information of a Party (“Disclosing Party”) in the possession of the other (“Receiving Party”) will be held in confidence, and the Receiving Party will take all steps reasonably necessary to preserve the confidentiality of the Confidential Information. The Disclosing Party’s Confidential Information will not be used or disclosed by the Receiving Party for any purpose except (a) as necessary to exercise rights or perform obligations under this Agreement, or (b) as required by law, provided that the other Party is given a reasonable opportunity to obtain a protective order. Either Party may disclose this Agreement to its actual or potential investors, creditors, professional advisors, or attorneys who are subject to a duty of confidentiality.

10. Term; Termination

10.1 Term

This Agreement shall apply for as long as you access or use the Services or an order or subscription to the Services is in effect. Applicable provisions of this Agreement, including disclaimers, indemnities, and limitations of liabilities survive any termination or expiration of this Agreement.

10.2 Suspension

We reserve the right to suspend your access to any Services, in whole or in part, at any time if we reasonably believe (a) you are in breach of this Agreement or (b) your access or use of the Services violates any law or regulation or is disrupting other users’ access to or use of the Services.

10.3 Termination

We may terminate this Agreement or stop offering any Services at any time, in whole or in part, provided that, if we terminate this Agreement for our convenience (and not, without limitation, for your breach) and you have a pre-existing paid subscription to the Services, we will refund you a pro rata portion of your any prepaid, unused fees associated with the remaining portion of the terminated subscription. Upon termination, you agree (a) we have no obligation to return any User Content to you, (b) we have a right (but no obligation) to delete all User Content, (c) to immediately stop using the Services, (d) that the rights provided under this Agreement to you are revoked in entirety, (e) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages for termination of access to the Services, and (f) you will remain liable for any previous use of Services, unless prohibited by applicable law.

11. Miscellaneous

11.1 Compliance with Laws

You will comply with all laws, regulations, and rules applicable to User Content, your business, and your activities under or in connection with this Agreement, including with limitation United States and Canada telecommunication and telemarketer laws, regulations, and rules, and export control laws, regulations, and rules.

11.2 Statistical Information

Notwithstanding anything else in this Agreement or otherwise, we may monitor your use of the Services and use or exploit User Content in an aggregate or anonymous manner to compile statistical and performance information related to the efficacy, provision, and operation of the Services, to develop and commercialize new products or services, and for artificial intelligence model training. We may make such information publicly available, provided that such information does not incorporate User Content in a way that is directly traceable to you or any individual. We retain all intellectual property rights in and to such aggregated and/or anonymous information, new products or services, and artificial intelligence models.

11.3 Assignment

You shall not assign or transfer any rights or obligations under this Agreement without the prior written consent from Sent. A change in control constitutes an assignment under this Agreement.

11.4 Governing Law

The laws of the State of Massachusetts will govern this Agreement any dispute arising hereunder without giving effect to the choice of law provisions thereof.

11.5 Dispute Resolution

In the event of any dispute or claim arising out of or relating to any provision of this Agreement or breach thereof, the Parties shall make a good faith effort to settle such dispute amicably between themselves. Any dispute or claim which the Parties are unable to resolve amicably as described above shall be subject to binding arbitration in accordance with the rules of the American Arbitration Association. Notwithstanding anything to the contrary, we may go directly to a court of competent jurisdiction for injunctive relief relating to your breach of confidentiality obligations or the misuse or unauthorized use of the Services or Sent Technology. The award or decision shall be rendered by an arbitrator selected by the Parties, or if the Parties are unable to reach an agreement, the American Arbitration Association shall select the arbitrator. Such arbitration proceedings shall be conducted in Boston, Massachusetts. The award or decision through arbitration shall be binding upon the Parties and may be incorporated into and thereupon enforced as an order of a court of competent jurisdiction. Each party hereby waives any rights to litigate disputes or claims before a jury or to participate in a class action or representative action with respect to any dispute or claim relating to this Agreement. In the event this arbitration provision is not enforceable or applicable, each Party consents to exclusive jurisdiction to the federal and state courts in Suffolk County, Massachusetts.

11.6 Waiver

No waiver by either Party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by such Party.

11.7 Force Majeure

Sent will not be liable hereunder by reason of any failure or delay in the performance of its obligations under this Agreement on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, pandemics, acts of God, war, governmental action, labor conditions, earthquakes, or any other cause that is beyond the reasonable control of Sent.

11.8 Notices

You agree that an email to your email address on record will constitute formal notice under this Agreement.

11.9 Relationship of the Parties

The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise or employment relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.

11.10 Severability

If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement or invalidate or render unenforceable such provision in any other jurisdiction; provided that, the Parties shall negotiate in good faith potential modifications to this Agreement to most closely reflect their original intent for the invalid, illegal or unenforceable provision.

11.11 Entire Agreement

Except as otherwise expressly provided in this Agreement, this Agreement (including any applicable Sent order referencing this Agreement) sets forth the entire agreement between you and us regarding its subject matter, and supersedes all prior promises, agreements, or representations, whether written or oral, regarding such subject matter.