Member Terms of Service
Last Update: May 1st, 2019
Acceptance of Terms; Modifications.
You understand and agree that we may change the Terms from time to time, and that any such changes will be effective immediately when we post the modified Terms on the Service. Your continued access and use of the Service after we post the modified Terms will constitute your consent to be bound by the modified Terms.
Scope of Services
The Monj Services are designed to be a guided program including support and feedback from a Health Coach. The Monj Platform allows you to find, communicate and interact with a Health Coach. The Monj Services do not include the provision of medical care.
Use of the Platform
You represent and warrant that you are of legal age to enter into this Agreement (or if not, you've received your parent's or guardian's permission to use the Monj Platform and gotten your parent or guardian to agree to these Terms on your behalf).
When you use the Monj Platform, you represent, warrant and agree to the following:
You will use the Monj Platform for your own internal, personal, non-commercial use;
You will provide us with accurate, complete and updated information about yourself;
You will use the Monj Platform only in a lawful manner and only for its intended purposes;
You will not submit viruses or other malicious code to or through the Monj Platform;
You will not use the Monj Platform to arrange for the provision and purchase of services, then complete transactions for those services offline;
You will not use the Monj Platform for purposes of competing with Monj;
You will not share your account or password with anyone. You are responsible for any activity associated with your account.
Additionally, you represent, warrant and agree that you will not contribute any Content or User Submission (as defined below) or otherwise use the Monj Platform and the Monj Services in a manner that:
Infringes or violates the intellectual property rights or any other rights of Monj or anyone else;
Violates any law or regulation;
Is harmful, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable;
Jeopardizes the security of your account or anyone else’s (such as allowing someone else to log on as you on the Monj Platform);
Attempts, in any manner, to obtain the password, account, or other security information from any other user;
Violates the security of any computer network, or cracks any passwords or security encryption codes;
Runs Maillist, Listserv, any form of auto-responder or “spam” on the Monj Platform, or any processes that run or are activated while you are not logged into the Monj Platform, or that otherwise interfere with the proper working of the Monj Platform (including by placing an unreasonable load on the Monj Platform’s infrastructure);
“Crawls,” “scrapes,” or “spiders” any page, data or portion of or relating to the Monj Platform or Content (through use of manual or automated means);
Copies or stores any significant portion of the Content and/or share, post or distribute any significant portion of the Content elsewhere;
Decompiles, reverse engineer, or otherwise attempts to obtain the source code or underlying ideas or information of or relating to the Monj Platform.
A violation of any of the foregoing is grounds for termination of your right to use or access the Monj Platform.
You also understand that Monj may record any individual or group sessions at it's sole discretion for training, development and any other purpose, including giving access to the recorded group sessions that you might attend to other members of the Monj Platform.
The materials displayed or performed or available on or through the Monj Platform, including, but not limited to, text, graphics, data, articles, photos, images, illustrations, recorded sessions, and so forth (all of the foregoing, the “Content”) are protected by copyright and/or other intellectual property laws. You promise to abide by all copyright notices, trademark rules, information, and restrictions contained in any Content you access through the Monj Platform, and you won’t use, copy, reproduce, modify, translate, publish, broadcast, transmit, distribute, perform, upload, display, license, sell or otherwise exploit for any purpose any Content not owned by you, (i) without the prior consent of the owner of that Content or (ii) in a way that violates Monj or someone else’s rights.
You understand that Monj owns the Monj Platform. You won’t modify, publish, transmit, participate in the transfer or sale of, reproduce (except as expressly provided in this Section), creative derivative works based on, or otherwise exploit any of the Monj Services.
Monj reserves the right to monitor, screen, edit and/or remove the Content from the Monj Platform in its sole discretion.
Anything you post, upload, share, store, or otherwise provide through the Monj Platform is your “User Submission”, including any information related to your person, such as your phone number, email address, address, weight, etc. Some User Submissions may be viewable by other users, and, in particular, if you are a user your User Submissions will be viewable by your coach. You agree and understand that Monj personnel or/and the Health Coach may contact you via phone or email for support, feedback or any other purposes.
For all User Submissions, you hereby grant Monj an irrevocable, perpetual, license to use, copy, display, translate, modify (for technical purposes, for example making sure your content is viewable on a mobile device as well as a computer) and reproduce and otherwise act with respect to such User Submissions, in each case to enable us to operate the Monj Services.
A User Submission, in some instances, may be shared with the Health Coach or a Provider, in which case you also grant such other users a license to access that User Submission, and to use and exercise all rights in it, as permitted by the functionality of the Monj Services.
You agree that the licenses you grant are royalty-free, sub-licensable, and worldwide.
Finally, you understand and agree that Monj, in performing the required technical steps to provide the Monj Services to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and any of the foregoing licenses include the rights to do so.
If your name, voice, image, persona, likeness, or performance is included in any Content, you hereby waive, and release Monj and its users from, any claim or cause of action, whether known or unknown, for defamation, copyright infringement, invasion of the rights of privacy, publicity, or personality, or any similar claim arising out of the use of the Content in accordance with the license provided in the Section above and the other provisions of this Agreement.
You hereby release Monj from all liability for you having acquired or not acquired Content through the Monj Services and any actions you may take as a result of having been exposed to such Content, except where such liability arises out of our negligence or willful misconduct.
The Monj Platform is a paid program by you or in some instances by a third party such as an insurance provider. Monj Services also include other additional fees that you can decide to purchase, such as, but not limited to: additional coaching sessions and food as may be offered through the Monj Platform ("Additional Services"). You must pay all applicable fees to have access to the Monj Platform. If payment is not received by Monj, your access to the Monj Platform may be revoked. By agreeing to this Terms, you agree to pay the fees invoiced to you or charged via our site for the Monj Platform or any Additional Services.
When you sign up to our program, you will receive a bluetooth scale that connects to the Monj Platform. If you decide to terminate the program within the first three months from sign up, a one time fee of sixty dollars ($60) will be charged to your credit card on file for the scale.
Intellectual Property. Monj Platform
Monj and its licensors retain all right, title and interest in and to the Monj Platform, the technology and software used to provide it, all electronic documentation and content available through the Monj Platform (other than your Content), and all intellectual property and proprietary rights in the Monj Platform and such technology, software, documentation and content. Except for your rights to access and use the Monj Platform set forth in these Terms, nothing in these Terms licenses or conveys any of our intellectual property or proprietary rights to anyone, including you. You agree that we will have a perpetual right to use and incorporate into the Monj Service any feedback or suggestions for enhancement that you provide to us concerning the Monj Platform, without any obligation of compensation.
By entering into these Terms and using the Monj Platform, you agree, to the fullest extent permitted by applicable law, that you shall defend, indemnify and hold Monj, its licensors and each such party's parent organizations, subsidiaries, affiliates, officers, directors, members, employees, attorneys, assigns and agents harmless from and against any and all claims, costs, damages, losses, liabilities and expenses (including attorneys' fees and costs) arising out of or in connection with:
your violation or breach of any of these Terms or any applicable law or regulation;
your violation of any rights of any third party;
your use or misuse of the Monj Platform;
your Content and User Submission
YOU FURTHER AGREE THAT YOU WILL COOPERATE WITH US IN THE DEFENSE OF SUCH CLAIMS. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION UNDER THIS SECTION, AND YOU WILL NOT SETTLE ANY SUCH CLAIM OR MATTER WITHOUT OUR ADVANCE WRITTEN CONSENT.
DISCLAIMER OF WARRANTIES
While the Monj Services may provide access to certain general medical information the Monj Services cannot and are not intended to provide medical advice. We advise you to always seek the advice of a physician or other qualified healthcare provider with any questions regarding your personal health or medical conditions. Never disregard, avoid, or delay in obtaining medical advice from your doctor or other qualified healthcare provider because of something you have read on the Monj Platform. If you have or suspect that you have a medical problem or condition, please contact a qualified healthcare professional immediately.
You acknowledge that although some of the Content that is provided to you on the Monj Platform, (including information provided in direct response to your questions or postings) may be provided by individuals in the medical profession, the provision of such information does not create a medical professional /patient relationship, and does not constitute an opinion, medical advice, or diagnosis or treatment of any particular condition, but is provided to assist you in completing your program.
Scientific evidence supports the use of medically supervised, very low calorie diets for the reversal of Type 2 Diabetes. We stand behind all of our food plans as protocols to support positive clinical outcomes related to this condition, however, Monj does not provide medical supervision. For participants interested specifically in our Rapid food plan, we advise approval and ongoing supervision by your primary care physician to ensure adequate support is provided for the 12 weeks or less you follow this protocol, and throughout the program in its entirety as warranted.
NO LICENSED MEDICAL PROFESSIONAL/PATIENT RELATIONSHIP IS CREATED BY USING INFORMATION AND/OR SERVICES PROVIDED BY OR THROUGH THE USE OF THE MONJ PLATFORM OR THROUGH ANY OTHER COMMUNICATIONS FROM US. THE CONTENT OF THE MONJ PLATFORM AND THE MONJ SERVICES ARE NOT AND SHOULD NOT BE CONSIDERED MEDICAL ADVICE OR A SUBSTITUTE FOR INDIVIDUAL MEDICAL ADVICE, DIAGNOSIS OR TREATMENT. DO NOT DISREGARD, AVOID OR DELAY OBTAINING MEDICAL ADVICE FROM A QUALIFIED HEALTH CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ ON THE SITE. YOU SHOULD ALWAYS TALK TO YOUR MEDICAL PROFESSIONALS FOR DIAGNOSIS AND TREATMENT. YOUR USE OF INFORMATION PROVIDED ON THE SITE IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITE OR AVAILABLE THROUGH ANY SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE.
The information and materials found on the Monj Platform, including text, graphics, information, links or other items, are provided "as is" and "as available." to the maximum extent permitted by applicable law, Monj does not: (1) warrant the accuracy, adequacy or completeness of information and materials on the Monj Platform; (2) adopt, endorse or accept responsibility for the accuracy or reliability of any opinion, advice, or statement made by any party other than Monj; (3) warrant that your use of the Monj Services will be secure, free from computer viruses, uninterrupted, always available, error-free or will meet your requirements, or that any defects in the Monj Platform will be corrected. To the extent permitted by applicable law, Monj expressly disclaims all warranties, whether express, implied or statutory, with respect to the monj platform, and specifically disclaims all implied warranties of merchantability, fitness for a particular purpose, non-infringement, and accuracy.
Monj Platform may be subject to limitations, delays, and other problems inherent in the use of the internet and electronic communications. Monj is not responsible for any delays, delivery failures, or other damage resulting from such problems.
Limitation of Liability. Exclusion of Certain Types of Damages
MONJ SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE MONJ PLATFORM OR TOOLS, EVEN IF MONJ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MONJ SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF YOUR USE OF OR RELIANCE ON THE MONJ PLATFORM OR YOUR INABILITY TO ACCESS OR USE THE MONJ PLATFORM including without limitation damages related to any suspension or termination of your access to the Monj Platform, or any failure error, omission, interruption, defect, delay in operation or transmission of the Monj Platform, even if we are aware of the possibility of any such damages, losses or expenses. MONJ SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND MONJ’S REASONABLE CONTROL. IN NO EVENT SHALL MONJ’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED FIVE HUNDRED U.S. DOLLARS (US $500).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MONJ AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
Arbitration Agreement; Claims. This Section is referred to as the "Arbitration Agreement” in these Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described below, you and Monj (together, the “Parties”) agree that any and all disputes or claims that arise between you and relating to the Monj Service, interactions with others on the Monj Service, and/or these Terms (including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims (defined in the following sentence), will be resolved as set forth in this Arbitration Agreement. As used herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims qualify), (2) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents), and (3) claims that, as a matter of applicable law, cannot be made subject to arbitration.
Agreement to Arbitrate. Unless you opt out of the Arbitration Agreement in accordance with the procedure described below, you agree that any and all Claims (other than Excluded Claims) will be resolved exclusively on an individual basis through final and binding arbitration, rather than in a court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims (other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To the extent that the Parties' dispute involves both timely filed Excluded Claims and other Claims subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration proceedings any such Excluded Claims.
Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND MONJ AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE WITH THE SECTION BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MONJ AGREE OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MONJ USERS.
Pre-Arbitration Dispute Resolution. Before you commence arbitration, we suggest that you contact us to explain your complaint. Our preference will always be to resolve complaints amicably and efficiently, without the need for arbitration. You may contact us via email at email@example.com or by mail at Monj, Inc., Attn: Legal, 27 Gate Five Road, Sausalito, CA 94965. If the issue is not resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the rules and procedures to govern the arbitration.
Arbitration Procedures. The Parties will try in good faith to mutually select and agree upon an arbitrator and rules and procedures to govern the arbitration. If we cannot agree, then the arbitration will be conducted by a neutral arbitrator in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”), as modified by this Arbitration Agreement. The rules that apply are those in effect when arbitration is demanded by either of the Parties. For information on JAMS, please visit its website, https://www.jamsadr.com/. The JAMS Streamlined Arbitration Rules and Procedures are available at www.jamsadr.com/rules-streamlined-arbitration, which are incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and any claim that the JAMS Rules are unfair or should not apply for any reason. If there is any inconsistency between the JAMS Rules and this Arbitration Agreement, the terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of these Terms as a court would, including without limitation, the limitation of liability provisions. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under the Terms and applicable law. The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of law on which the decision is based. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.
The arbitration will be held in San Francisco or at another mutually agreed location. If the value of the relief sought is $10,000 or less, you or Monj may elect to have the arbitration conducted by telephone or based solely on written submissions, which election will be binding on you and Monj subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at any in-person hearing may be made by telephone by you and/or Monj, unless the arbitrator requires otherwise.
The arbitrator will decide the substance of all claims in accordance with the laws of the State of California, including recognized principles of equity, and will honor all claims of privilege recognized by law. The arbitrator will not be bound by rulings in prior arbitrations involving different Monj users, but is bound by rulings in prior arbitrations involving the same Monj user to the extent required by applicable law. As limited by the Federal Arbitration Act, these Terms and the applicable JAMS Rules, the arbitrator will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to grant any remedy that would otherwise be available in court.
Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be shared equally by you and Monj, except where prohibited by applicable law. In addition, (1) if you demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, Monj will pay your portion of such fees, and (2) if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Monj will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Each party will be solely responsible for all other fees it incurs in connection with the arbitration, including without limitation, all attorney fees. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you agree to reimburse Monj for all fees associated with the arbitration paid by Monj on your behalf that you otherwise would be obligated to pay under the JAMS Rules.
Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the arbitrator, will be strictly confidential for the benefit of all parties.
Severability. If any term, clause or provision of this Arbitration Agreement is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Arbitration Agreement will remain valid and enforceable.
Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out notice ("Opt-Out Notice") in accordance with the terms of this Section. For new Monj users, the Opt-Out Notice must be postmarked no later than 30 days after the date you accept these Terms for the first time. You must mail the Opt-Out Notice to Monj, Inc., Attn: Legal, 27 Gate Five Road, CA 94965. The Opt-Out Notice must state that you do not agree to the Arbitration Agreement and must include your name, address, phone number, and the email address(es) used to register for the Monj Service to which the opt-out applies. You must sign the Opt-Out Notice for it to be effective. This procedure is the only way you can opt out of the Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you may have with us. By opting out of binding arbitration, you are agreeing to resolve Claims (including Excluded Claims) in accordance with the Governing Law and Jurisdiction Section below.
Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to any notice address or website link provided herein) in the future, that change will not apply to any claim that was filed in a legal proceeding against Monj prior to the effective date of the change. Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination will not be effective until 30 days after the version of these Terms not containing the Arbitration Agreement is posted to the Site, and will not be effective as to any claim that was filed in a legal proceeding against Monj prior to the effective date of removal.
Term and Termination. These Terms are effective upon your access or use of the Monj Platform. You or Monj may terminate your participation in the Monj Platform at any time, for any reason and Monj may prohibit your use of the Monj Platform or Tools at any time in its sole discretion. These Terms, and any subsequent modification of these Terms, shall remain in effect at all times after you or Monj terminate your access or participation in the Monj Platform.
Governing Law and Jurisdiction. These Terms, and any dispute between you and Monj, will be governed by the laws of the State of California, without regard to principles of conflicts of law, except that the Federal Arbitration Act will govern the interpretation and enforcement of the Arbitration Agreement. Unless you and Monj agree otherwise, in the event that the Arbitration Agreement is found not to apply to you or to a particular claim or dispute, you agree that any claim or dispute that arises between you and Monj must be resolved exclusively by a state or federal court located in the State of California. You and Monj agree to submit to the personal jurisdiction of the courts located within San Francisco, California for the purpose of litigating all such claims or disputes.
Miscellaneous. Nothing in this Agreement will be construed as making either party the partner, joint venturer, agent, legal representative, employer, contractor or employee of the other. Neither party will have, or hold itself out to any third party as having, any authority to make any statements, representations or commitments of any kind, or to take any action, that will be binding on the other, except as provided for herein or authorized in writing by the party to be bound.
Assignment. You may not assign or transfer any of your rights or delegate any of your obligations under this Agreement, in whole or in part, without Monj's express prior written consent. Any attempted assignment, transfer or delegation, without such consent, will be void. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties permitted successors and assigns.
Severability. The invalidity, illegality or unenforceability of any term or provision of these Terms will in no way affect the validity, legality or enforceability of any other term or provision of these Terms. In the event a term or provision is determined to be invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and these Terms will be enforceable as so modified.
Notices. Monj may give notice by means of a general notice on the Monj Platform, electronic mail to your email address on record in Monj’s account information, or by written communication sent by first class mail or pre-paid post to your address on record in Monj's account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after sending. You may give notice to Monj (such notice shall be deemed given when received by Monj) by sending an electronic mail message to Monj at: firstname.lastname@example.org.
Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement of the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements, whether written or oral, with respect to the subject matter hereof.