This Agreement, made and entered by and between Real Estate Academy Pte Ltd (referred to herein as “we”, “us”, “our” or “REA”) and you, the affiliate ("you" or "affiliate"), contains the complete terms and conditions that apply to your participation in the REA Affiliate Program (the “Affiliate Program” or “Program”).

“RealEstateAcademy.sg site” means the site that has its primary home page identified by the URL <www.rea.sg>. “Your site” means any site that you will link to the RealEstateAcademy.sg site (and which you will identify in your Affiliate application).

1. Terms of the Agreement
The term of this Agreement will begin upon our acceptance of your affiliate application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination. You are only eligible to earn commission on sales occurring during the term.

You must use a valid email address through which you can be reached to participate in the REA Affiliate Program. If you do not, your affiliate account will be deactivated.

2. Enrolment in the Program
To begin the enrollment process, you will submit a complete application from our website. We will evaluate your application in good faith and will notify you of your acceptance or rejection. We may reject your application if we determine (at our sole discretion) that your site is unsuitable for the Program. If we reject your application, you are welcome to re-apply to the program at any time. You should also note that if we accept your application and your site is thereafter determined (at our sole discretion) to be unsuitable for the program, we may terminate this agreement at any time.

Your site must at a minimum:

(a)    Generate sufficient traffic to our websites;

(b)   Attract a customer base who may be interested in real estate investment and practice;

(c)    Not promote inappropriate or illegal pornographic or sexual materials.

(d)   Not promote violence such as: fire arms, terrorists organizations and/or related sites;

(e)    Not promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age;

(f)     Not promote illegal activities such as drugs, contraband, and/or related sites;

(g)    Not promote political organizations, gambling/casino, and/or related sites;

(h)    Not violate intellectual property rights of any entity

(I)      Not violate the laws of Singapore

(j)     Not include “Real Estate Academy”, any other trademark of Real Estate Academy services and products or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., “.com”, “.net”, “.UK”, etc.) – for example, a URL such as “rea.mydomain.com”, “reainvestment.com”, “reahub.com”, “realestateacademy.mydomain.com", "realestateacademi.com" or "realestateacademyzone.net" would be unsuitable

By participating in the Program you agree that you will not engage in any such activities.

These are merely guidelines, and REA reserves the right, at its sole discretion, to reject any applications and to terminate any affiliate agreement at any time. Participation in the Program is limited to parties that lawfully can enter into and form contracts under applicable law. For example, minors are not allowed to participate in the Program.

3. Links on Your Site

Once you have been notified that your site has been accepted into the Program, we grant you a revocable, non-exclusive, worldwide, royalty-free license for the duration of the term of this Agreement, solely for purposes of facilitating referrals from your site to the RealEstateAcademy.sg site, to provide on your site one or more of the following types of links to the RealEstateAcademy.sg site:

• Product Links

You may select one or more Products to list on your site. A “Product” is any product listed on RealEstateAcademy.sg. For each selected Product, you will display on your site a short description, review, or other reference. You will be responsible for the content, style, and placement of these references. You will provide a Special Link (as defined below) from each Product Reference on your site to the corresponding RealEstateAcademy.sg site online catalogue entry. Each such link will connect directly to a single item in our online store. You may add or delete Products (and related links) from your site at any time without our approval.

Special Links that individually link to specific Products as described above are referred to as “Product Links”. You may not use Special Links to link to the RealEstateAcademy.sg site from references to products on your site that are not “Products” as defined above.

• General Link to “RealEstateAcademy.sg site” Home Page

You may provide a general link on your site to the home page of the RealEstateAcademy.sg site.

We will provide you with guidelines and graphical artwork to use in linking to the RealEstateAcademy.sg site home page. To permit accurate tracking, reporting, and referral fee accrual, we will provide you with special "tagged" link formats to be used in all links between your site and the RealEstateAcademy.sg site (and for purposes of this Agreement, the browser window described above that opens upon a user's clicking on a Quick-Click link is deemed a part of the RealEstateAcademy.sg site, and any Quick-Click link is deemed a link between your site and the RealEstateAcademy.sg site). You must ensure that each of the links between your site and the RealEstateAcademy.sg site properly utilizes such special link formats. Links to the RealEstateAcademy.sg site placed on your site pursuant to this Agreement and which properly utilize such special link formats are referred to as “Special Links”. You will earn referral fees only with respect to activity on the RealEstateAcademy.sg site occurring directly through Special Links.

You acknowledge that, by participating in the Affiliate Program and placing any of the above links within your site, we may receive information from or about visitors to your site or communications between your site and those visitors. Your participation in the Program constitutes your specific and unconditional consent to and authorization for our access to, receipt, storage, use, and disclosure of any and all such information, consistent with the policies and procedures set forth in the Privacy Notice on the RealEstateAcademy.sg site.

Except for the license granted under this Section 3, you do not obtain any rights under this Agreement in any intellectual property, including, without limitation, any intellectual property with respect to the Special Links, link formats, technical specifications, guidelines or graphical artwork referenced above, or with respect to the RealEstateAcademy.sg domain name.

You also acknowledge that we (and our corporate affiliates) may crawl or otherwise monitor your site for the purpose of ensuring the quality and reliability of Special Links on your site (for example, to detect links that are broken or non-functional, links to products that are out of stock or otherwise unavailable, etc.). Therefore, you agree that we and our corporate affiliates may take such actions and that you will not seek to block or otherwise interfere with such crawling or monitoring (and that we and our corporate affiliates may use technical means to overcome any methods used on your site to block or interfere with such crawling or monitoring).

You also acknowledge that as a participant in the Program, we may from time to time send you email updates about the Program. By participating in the Program, you consent to our sending you these email updates.

Further, you acknowledge and agree that you will:

(a) not, in connection with this Agreement, display or reference on your site, any trademark or logo of any third party seller on the RealEstateAcademy.sg site;

(b) use any data, images, text, or other information obtained by you from us or the RealEstateAcademy.sg site in connection with this Agreement (“Content”) only in a lawful manner and only in accordance with the terms of this Agreement;

(c) not use any Content relating to any Excluded Merchant or any product sold by any Excluded Merchant;

(d) not modify or alter any Content that consists of a graphic image, other than to resize it;

(e) not edit any Content that consists of text, other than to shorten its length;

(f) not sell, re-distribute, sub-license or transfer any Content;

(g) not use any Content in a manner intended to send sales to any site other than the RealEstateAcademy.sg site ; and

(h) promptly delete any Content that is no longer displayed on the RealEstateAcademy.sg site or that we notify you is no longer available for your use.

4. Compensation Defined

The REA Affiliate Program (Ver 1.0) is based on “Commission of Sales payout” system. We will pay you referral fees on certain Product sales to third parties. For a Product sale to be eligible to earn a referral fee, the customer must click-through a Special Link from your site to the RealEstateAcademy.sg site, and add the Product to his or her shopping cart. The session ends upon one of the following events: (a) 24 hours elapses from the customer's initial click-through, (b) the customer orders the Product, or (c) the customer follows a third party's Special Link. We will only pay referral fees on eligible Products after order, full payment and shipping have occurred.

(a)   Commission of Product/Service fee

Subject to the other terms of this Agreement, for a sale which REA makes as a result of a direct referral by an affiliate, that affiliate will receive a commission of  15% of the “Qualifying Revenue” (i.e. revenue derived by us from the sale of Qualifying Products sold during sessions initiated through Special Links on your site, excluding costs for shipping, handling, gift-wrapping, taxes, service charges, credit card processing fees, returns and bad debt) from the product/club membership and 15% on all re-orders of that customer so long as the re-order occurs while the affiliate is a current REA affiliate member.

A commission fee will only be paid to an affiliate after the customer has made payment in full to REA for the sale. Any sale returns or credits will function in the same manner, but as a deduction to the commission due to the affiliate.

(b)   Training of Product/Service fee

Affiliates (First-Tier or T1) will receive a training fee equivalent to 5% of all sales of downline affiliates (Second Tier or T2) that they refer to the program. This will be paid out on all first-time orders and also on all re-orders for the life of the customer so long as the reorder occurs while the referring affiliate (T1) and the downline affiliate (T2) are current REA affiliate members.

5. Tracking of Sales
REA will be solely responsible for tracking sales made to customers who follow an affiliate's Special Links or inputs or mentions the affiliate's code and will make available to you reports summarizing this sales activity. The form, content, and frequency of the reports may vary from time to time in our discretion. An affiliate will be solely responsible for ensuring that its links are formatted properly and maintained in a manner, which allows REA to track such sales.

No commission shall be paid if the application cannot be tracked by REA or if the customer accesses the www.realestateacademy.sg  site other than through the affiliate's links and does not input or mention the affiliate's code.

We will not be liable to you with respect to any failure by you to use Special Links, including to the extent that such failure may result in any reduction of amounts that would otherwise be paid to you pursuant to this Agreement.

6. Order Processing
REA will process orders placed by customers who follow Special Links from your site to the RealEstateAcademy.sg site. REA shall be responsible for product payments, returns and related customer service issues. We reserve the right to reject orders that do not comply with any requirements that we periodically may establish.

We will not pay referral fees on any Products that are added to a customer's Shopping Cart after the customer has re-entered the RealEstateAcademy.sg site (other than through a Special Link from your site), as determined by us, even though the customer previously followed a link from your site to the RealEstateAcademy.sg site.

We will not pay referral fees over the counter at our office premises. All fees shall be paid through the mode that you selected on signing up as an Affiliate. In addition, gift certificates are not eligible to earn referral fees.

7. Affiliate’s Undertakings

You may not purchase products during sessions initiated through the links on your site for your own use, for resale or commercial use of any kind. This includes orders for customers or on behalf of customers or orders for products to be used by you or your friends, relatives, or associates in any manner. Such purchases may result (in our sole discretion) in the withholding of referral fees and/or the termination of this Agreement. Products that are eligible to earn referral fees under the rules set forth above are referred to as “Qualifying Products”.

In addition, you may not:

• directly or indirectly offer any person or entity any consideration or incentive (including, without limitation, payment of money (including any rebate), or granting of any discount or other benefit) for using Special Links on your site to access the RealEstateAcademy.sg site (e.g. by implementing any “rewards” program for persons or entities who use Special Links on your site to access the RealEstateAcademy.sg site);

• read, intercept, record, re-direct, interpret, or fill in the contents of any electronic form or other materials submitted to us by any person or entity;

• in any way modify, re-direct, suppress, or substitute the operation of any button, link, or other interactive feature of the RealEstateAcademy.sg site;

•  make any orders or subscription requests, or engage in other transactions of any kind on the RealEstateAcademy.sg site on behalf of any third party, or authorize, assist, or encourage any other person or entity to do so;

• take any action that could reasonably cause any customer confusion as to our relationship with you, or as to the site on which any functions or transactions (e.g., search, order, browse, and so on) are occurring;

• other than providing Special Links on your site in accordance with this Agreement, post or serve any advertisements or promotional content promoting the RealEstateAcademy.sg site or otherwise around or in conjunction with the display of the RealEstateAcademy.sg site (e.g. through any “framing” technique or technology or pop-up or pop-under windows), or assist, authorize, or encourage any third party to take any such action;

• attempt to circumvent the referral fee schedule or artificially increase your referral fees (e.g. by intentionally featuring, purchasing or requesting or encouraging any third party to purchase low-price items offered on the RealEstateAcademy.sg site (as determined by us) for the purpose of exceeding any referral fee threshold or by causing any page of the RealEstateAcademy.sg site to open in a customer's browser other than as a result of the customer clicking on a Special Link on your site);

• attempt to intercept or re-direct (including, without limitation, via user-installed software) traffic from or on, or divert referral fees from, any web site that participates in the Program; or

•  seek to purchase or register any keywords, search terms or other identifiers that include the word “Real Estate Academy” or variations thereof (for example ‘Reel Estate Academi”, etc.) for use in any search engine, portal, sponsored advertising service or other search or referral service.

• From time to time we may request that you cause any applicable Web search provider to exclude Proprietary Terms from keywords used to display your advertising content in association with query results, assuming the provider of such Web search engine offers such exclusion capabilities.

If we determine, in our sole discretion, that you have engaged in any of the foregoing activities or, as the case may be, refused promptly to comply with a request from us to exclude Proprietary Terms from any keyword as mentioned above, we may (without limiting any other rights or remedies available to us) withhold any referral fees otherwise payable to you under this Agreement and/or terminate this Agreement.

8. Publicity
You shall not create, publish, distribute, or permit any written material that makes reference to REA without first submitting such material to REA and receiving our consent.

Also, as an affiliate of REA, you may not advertise REA services and solicit members on any Internet forums, boards, email service or communities that are the trademarked and owned property of any other company designed for use only by their registered members. "Roping" of customers from any other company's member base by placing personalized ads on their online product (or any other way) is not an acceptable method of promoting REA services and is grounds for immediate termination as an affiliate. If you engage in such conduct which exposes REA to any claim, damages, expense or lawsuit by a third party, you agree to indemnify and hold REA harmless for any and all such claims, damages, expenses (including lawyer fees and legal costs) or lawsuits.

9. Payment to Affiliates

(a)    Commissions are accrued on a 30/31 day calendar month. Failure to provide REA with a correct address, or if cheques mailed to you are returned to REA, will result in forfeiture of any amounts otherwise due to you hereunder. Updated contact information should be provided to [email protected] . Any attempt by an affiliate to manipulate, falsify or inflate referrals, to defraud REA or to violate the terms of this Agreement constitutes immediate grounds for REA, to terminate this Agreement and will result in forfeiture of any amounts otherwise due to you hereunder.

(b)   Commissions will be paid by means of a cheque monthly. Approximately 30 days following the end of each calendar month, we will either:

• send you a cheque for the referral fees earned;

•  directly deposit the referral fees earned into your bank account (if you want us to use this method of payment, please note that you will have to provide us with the name of your bank, the bank account type, , the account number and the primary account holder name as it appears on the bank account).

(c)    Commissions will be paid in Singapore dollars only.

(d)   Commission cheques will be made payable to the order of the person and/or company name designated on the affiliates application at the time of sign-up. Absolutely no exceptions will be made to this rule.

(e)    Commissions are calculated based on the achieved 'Affiliate Level' and the 'Total Net Sales Generated' (less any applicable taxes, service charges, credit card processing fees, returns, cancellations, charge backs and bad debt) amount for that month. 

(f)     Commissions are paid on a monthly basis when the affiliate's account has reached a minimum threshold of SGD$100.00. Accounts with a balance of less than SGD$100.00 will roll over to the next month.

(g)    Commission payments to the affiliate will be mailed no later than the 30th calendar day of the following month. Should the 15th calendar day fall on a weekend or holiday, cheques will be mailed no later than the next business day.

No commission will be paid if for any reason an affiliate's referred visitor returns or cancels an order. If the affiliate has already received commission for a returned or canceled order, the earned commission will be reversed from the affiliate's account. If an exchange is made from an order and results in a lesser sale amount, the earned commission will be reversed from the affiliate's account. The new commission amount will then be reflected. If an exchange is made from an order and results in a greater sale amount, the additional earned commission will be added to the affiliate’s account.

We are obligated by Singapore law to obtain tax information from Program participants who are Singaporean citizens, residents or companies and from Program participants who are not Singaporean citizens or residents but whose businesses are taxable in Singapore. If we believe you are a Program participant from whom we are obligated to obtain tax information and you do not provide this information to us after we have requested it, we may withhold your referral fee payments until you provide this information or otherwise satisfy us that you are not a person from whom we are required to obtain tax information.

10. Modifications to the Agreement
We may modify any of the terms and conditions contained in this Agreement, at any time and in our sole discretion, by posting a change notice or a new agreement on this site. Modifications may include, for example, changes in the scope of available commission structure, fee schedules, payment procedures and Program rules. If any modification is unacceptable to you, your only recourse is to terminate this agreement. Your continued participation in the program following our posting of a change notice or new agreement on our site will constitute binding acceptance of the change.

11. Eligibility in the Program
Employees of REA, its subsidiaries, parent companies or sister companies and the immediate family members of such employees are not eligible to participate in the REA Affiliate Program.

12. Policies and Pricing  

Customers who buy products through this Program will be deemed to be our customers. Accordingly, all of our rules, policies, and operating procedures concerning customer orders, customer service, and product sales will apply to those customers. We may change our policies and operating procedures at any time.

For example, we will determine the prices to be charged for products sold under this Program in accordance with our own pricing policies. Product prices and availability may vary from time to time. In addition, if you choose to display prices for any Product on your site in any “comparison” format (including through the use of any price-comparison tool or engine) together with prices for the same or similar products offered through any web site or other outlet other than the Real Estate Academy.sg site, you must display the lowest “new” price

13. Privacy Policy
Except as otherwise provided in this Agreement or with the consent of the other party hereto, each of the parties hereto agrees that all information, including, without limitation, the terms of this Agreement, business and financial information, customer and vendor lists, and pricing and sales information, concerning REA or you, respectively, or any of our affiliates provided by or on behalf of any of them shall remain strictly confidential and secret and shall not be utilized, directly or indirectly, by such party for its own business purposes or for any other purpose except and solely to the extent that any such information is generally known or available to the public through a source or sources other than such party hereto or its affiliates.

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your site, all links to our site, and all REA trademarks, trade dress, and logos, and all other materials provided by or on behalf of us to you pursuant hereto or in connection with the Program.

14. Fraud/Misrepresentation/False Information
If you commit fraud or misrepresent or falsify any information in connection with the registration of members in the RealEstateAcademy.sg site through the links on your site, this Agreement will be terminated immediately. In addition, you will be liable to REA for any and all damages that REA suffers as a result of such actions. You will also be responsible for returning to REA all commissions received for members obtained through false information, misrepresentations or fraud, and we will not hesitate to pursue all legal remedies against you to the fullest extent possible under the law.

15. Anti-Predatory Policy
No affiliate will replace, intercept, interfere, hinder, disrupt or otherwise alter in any manner the Web users’ access, view or usage of, or other aspect of the Web users’ experience at, any affiliates webpage (as defined below) in a manner that causes or otherwise results in a different experience from that was otherwise intended by such affiliate;

*No Affiliate will block, alter, direct or redirect, or substitute, insert or append itself to, or otherwise intercept or interfere in any manner with, any click-through or other traffic-based transaction that originated from an affiliate webpage (including without limitation any return visit to REA to which such click-through or other traffic reached or intended to reach) with the result of reducing compensation or other payment earned by or owing to an affiliate or increasing any payment obligation of REA with respect to any individual transaction.

16. Affiliate Keyword Bidding Policy
Affiliates may not bid on any of our Trademarked names, including but not limited to REA. This policy also extends to misspellings or variations of our names. For example, affiliates can not bid on the following: REAacademy, REA.biz, Realestateacademyzone, or any other variations thereof.

17. No Auto Cookie Setting Allowed
You agree not to auto-set a cookie on the user's browser in any way. Auto-setting cookies or causing forced clicks by way of pop-ups or pop-unders that open the merchant's site without a click, framing techniques, redirects, or any other means is not allowed. We reserve the right to terminate the affiliate agreement with any party that is using any type of auto-cooking setting. If you are unclear as to what constitutes auto cookie setting, please contact [email protected] for clarification.

18. Relationship of Parties
You are an independent contractor, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your website(s) or otherwise, that reasonably would contradict anything in this Section. REA may cite your name or URL in connection with your participation in the program in materials including but not limited to postings on our site, newsletters, advertisements, and other communications.

19. Responsibilities of Your Website
You will be solely responsible for the development, operation, and maintenance of your website and for all materials that appear on your website. You are solely responsible for:

(a)    The technical operation of your website and all related equipment;

(b)   The accuracy and appropriateness of materials posted on your website (including, among other things, all REA product-related materials);

(c)    Ensuring that materials posted on your website do not violate or infringe upon the rights of any third party (including, copyrights, trademarks, privacy, or other personal or proprietary rights);

(d)   Ensuring that materials posted on your website are not libelous or otherwise illegal.

20. Indemnification
We disclaim all liability and responsibility for the matters listed above. Further, you agree to indemnify and hold REA harmless from all claims, damages, and expenses (including, without limitation, lawyer fees and legal costs) relating to the development, operation, maintenance, and contents of your website or any other conduct you may engage in arising out of or relating to your role as an affiliate (whether approved or rejected) of REA.

21. Limited License
We grant you a non-exclusive, non-transferable, revocable right to access our website through the links (including graphic image and text) solely in accordance with the terms of this Agreement, for the sole purpose of linking your website to our website, solely for the purpose of identifying your website as a participant in the Program and assisting in increasing traffic to REA. You may not alter, modify, or change the links (including graphic image and text) in any way. You are only entitled to use the links to the extent that you are a member in good standing of the REA Affiliate Program. We may revoke your license anytime by giving you written notice.

22. Limitation of Liability

We will not be liable for indirect, special, or consequential damages (or any loss of revenue, profits, or data) arising in connection with this Agreement or the Program, even if we have been advised of the possibility of such damages. Further, our aggregate liability arising with respect to this Agreement and the Program will not exceed the one month’s commission paid to you under this Agreement.

23. Disclaimers

We make no expressed or implied warranties or representations with respect to the Program or any products sold through the Program (including, without limitation, warranties of fitness, merchantability, non-infringement, or any implied warranties arising out of a course of performance, dealing, or trade usage). In addition, we make no representation that the operation of the RealEstateAcademy.sg site will be uninterrupted or error-free, and we will not be liable for the consequences of any interruptions or errors.

24. Compliance with Laws

As a condition to your participation in the Program, you agree that while you are a Program participant you will comply with all laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions or other requirements of any governmental authority that has jurisdiction over you, whether those laws, etc. are now in effect or later come into effect during the time you are a Program participant.

Without limiting the foregoing obligation, you agree that as a condition of your participation in the Program you will comply with all applicable laws that govern marketing email, including without limitation, all other anti-spam laws.

Affiliates will be removed from the REA Affiliate Program and forfeit any pending commission if it is determined they have sent or are sending any "spam" emails (as determined by REA). Spamming is not allowed and will not be tolerated.

25. Termination
The term of this Agreement will begin upon our acceptance of your Program application and will end when terminated by either party. Either you or we may terminate this Agreement at any time, with or without cause, by giving the other party written notice of termination.

Upon termination of this Agreement for any reason, you will immediately cease use of, and remove from your website(s), all links to our website(s), and all REA trademarks, trade dress, and logos, and all other materials provided by or on behalf of REA to you pursuant hereto or in connection with the Program.

You are eligible to earn referral fees only on sales of Qualifying Products that occur during the term, and referral fees earned through the date of termination will remain payable only if the related orders are not cancelled or returned. We may withhold your final payment for a reasonable time to ensure that the correct amount is paid.

26. Independent Investigation

You acknowledge that you have read this agreement and agree to all its terms and conditions. You understand that we may at any time (directly or indirectly) solicit customer referrals on terms that may differ from those contained in this agreement or operate web sites that are similar to or compete with your web site. You have independently evaluated the desirability of participating in the program and are not relying on any representation, guarantee or statement other than as set forth in this agreement.

27. Arbitration

Any dispute relating in any way to this Agreement (including any actual or alleged breach hereof), any transactions or activities under this Agreement or your relationship with us or any of our affiliates shall be submitted to confidential arbitration in Singapore, except that, to the extent you have in any manner violated or threatened to violate our intellectual property rights, we may seek injunctive or other appropriate relief in a court of law in Singapore (and you consent to non-exclusive jurisdiction and venue in such courts). The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

28. Miscellaneous

You may not assign this Agreement, by operation of law or otherwise, without our prior written consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this Agreement will not constitute a waiver of our right to subsequently enforce such provision or any other provision of this Agreement.

This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof, and supersedes any prior agreements and understandings, both written and oral, which may have existed or exist between the parties with respect to the subject matter hereof. You may not modify this Agreement.
 

29. Entire Agreement

This Agreement is the entire agreement between the parties and supersedes any prior agreements, commitments, understandings or communications, oral or written, with respect to the subject matter hereof.