Noiseless Signals

The Noiseless Signals services are described below for your personal education in accordance with this Subscriber Agreement (herein, the “Agreement”).

PLEASE READ THIS AGREEMENT CAREFULLY BECAUSE IT GOVERNS ELIGIBILITY FOR AND USE OF THE SERVICES.

Noiseless Signals LLC is referred to collectively in this Agreement as “we”, “us” and “our”. The “Noiseless Signals Service” includes the Noiseless Signals website, application, video player and related software, associated content and other services. The Noiseless Signals Services Is sometimes referred to interchangeably or collectively in this Agreement as the “Services”.

You agree to this Agreement, including any agreements or policies incorporated herein by reference, by creating an account with us or any other industry standard mechanism during the Noiseless Signals registration process, or by accessing or using any aspect of the Services, and you ratify your agreement when you access or use any aspect of the Services. If you do not agree to this Agreement, you may not use the Services.

We may amend this Agreement. Any such amendment will be effective thirty (30) days following either our dispatch of a notice to you or our posting of the amendment on the Services. If you do not agree to any change to this Agreement, you must discontinue using the Services. Our customer service representatives are not authorized to modify any provision of this Agreement, either verbally or in writing.

ANY DISPUTE BETWEEN YOU AND US, EXCEPT FOR SMALL CLAIMS, IS SUBJECT TO A CLASS ACTION WAIVER AND MUST BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION. PLEASE READ THE ARBITRATION PROVISION IN THIS AGREEMENT AS IT AFFECTS YOUR RIGHTS UNDER THIS CONTRACT.

List of Sections

User Eligibility and Registration
Subscription Terms
Copyright License Grant and Restrictions
Usage Terms
Use and Sharing of Certain Information
Suspension and Termination
Binding Arbitration and Class Action Waiver
Additional Provisions

1. USER ELIGIBILITY AND REGISTRATION

a. Registration and Access.

Only individuals that have registered for a Noiseless Signals account, provide certain information (e.g., a valid email address), and agree to this Agreement are eligible to use the relevant Services. You are solely responsible for maintaining the confidentiality and security of your username and password and for all activities that occur on or through your Noiseless Signals accounts. However, if you allow others to access your Noiseless Signals account, this Agreement, as well any specific consents you may have provided to us, also applies to their access, use, and disclosure of information. You agree to immediately notify us of any unauthorized access to your Noiseless Signals account. We will not be responsible for any losses arising from the unauthorized use of your Noiseless Signals accounts.

b. Notices.

Any notices we deliver to you may be made as follows: (i) by email to the last email address provided by you or (ii) by posting a notice on the Noiseless Signals Service. For clarity, you consent to receive electronic communications from each Service you subscribe to and further agree that any notices, agreements, disclosures, and other communications that we send to you electronically will satisfy any applicable legal notification requirements. You agree to provide and maintain accurate, current and complete information, including your contact information for notices and other communications from us. You agree not to impersonate or misrepresent your affiliation with any person or entity, including using another person's username, password or other account information, or another person's name or likeness, or provide false details for a parent or guardian. You agree that we may take steps to verify the accuracy of information you provide.

2. SUBSCRIPTION TERMS

a. Service Tier and Other Offerings.

When purchasing your subscription(s) to the Service(s), you may be presented with different plans or options (each a “Service Tier”). Different Service Tiers or other offerings may be subject to differences in pricing, eligibility, restrictions, features, and device availability.

b. Subscription Billing and Auto-Renewal.

Your subscription(s) to the Service(s) includes enrollment into an ongoing/recurring payment plan. Your subscription(s) will automatically renew at the end of the disclosed billing period, unless canceled in accordance with the instructions for cancellation below. Payment will be charged to your chosen payment method at confirmation of purchase and at the start of every new billing period, unless canceled. Your “billing period” is the interval of time between each recurring billing date and corresponds to the term of your subscription. To see your next recurring billing date, log in to your account and view your account details. You acknowledge that the timing of when you are billed may vary, including if your subscription began on a day not contained in a given month (e.g. if you have a monthly subscription and became a paying subscriber on January 31, your payment method would be billed next on February 28). We reserve the right to change our pricing. In the event of a price change, we will attempt to notify you in advance of the change by sending an email to the email address you have registered for your account. If you do not wish to accept a price change, you may cancel your subscription in accordance with the instructions included in that email and below. If you do not timely cancel your subscription, your subscription will be renewed at the price in effect at the time of the renewal, without any additional action by you, and you authorize us to charge your payment method for these amounts. We will not be able to notify you of any changes in applicable taxes. You are responsible for all third-party Internet access charges and taxes in connection with your use of the Services. Please check with your Internet provider for information on possible Internet data usage charges.

c. Free Trials and Promotions.

Your Service(s) subscription(s) may begin with a free trial. Availability of a free trial is not guaranteed and, if one is available, is only available on the specified terms of the free trial, likely only to those who have not previously used one for the relevant Service(s). Your first payment will be charged to your chosen payment method immediately following the free trial, unless canceled in accordance with the instructions for cancellation below. You can cancel your subscription at any time before the end of your free trial. We provide notice of the terms of the free trial at the time you register and you will not receive a separate notice that your free trial is about to end or has ended, or that your paid subscription has begun, unless required by law in particular jurisdictions or instances. We may also offer, in our sole discretion, promotions (e.g., a promotional price, bundled subscription, device-specific offer or gift card) subject to promotional terms disclosed during your sign-up or in other materials provided to you. We will begin billing the same payment method we otherwise have on-file for your subscription at the then-current, non-promotional price after your promotion ends unless you cancel prior to the end of your promotion or unless otherwise disclosed.

d. Cancellation and Refund Policy.

You can cancel your subscription at any time before the end of the current billing period, free trial or promotion. Cancellation will take effect at the end of the current billing period, free trial or promotion unless otherwise disclosed. We do not refund or credit for partially used billing periods, although we may provide such refunds or credits on a case-by-case basis in our sole and absolute discretion. To cancel your Disney+ Service subscription, navigate to www.disneyplus.com/account/cancel-subscription and click “Cancel Subscription”. To cancel your Noiseless Signals Service subscription, navigate to noiselesssignals.com/orders, select “Manage Subscription” for the subscription you wish to cancel, and click “Cancel Subscription”.

e. Payment Details.

We utilize Stripe as a third party payment processor and do not store any payment information.

3. COPYRIGHT LICENSE GRANT AND RESTRICTIONS

a. License.

Within the Territory and subject to the terms and conditions in this Agreement, we grant you a limited, personal use, non-transferable, non-assignable, revocable, non-exclusive and non-sublicensable right to do the following:

i. Install and make non-commercial, personal use of the Noiseless Signals Service.

b. Restrictions on Your Use of the Content.

You agree that as a condition of your license, you may not and agree not to:

i. circumvent or disable any content protection system or digital rights management technology used in connection with the Noiseless Signals Service to control access to the Content;

ii. copy the Content (except as expressly permitted by this Agreement);

iv. create derivative works of the Content; or

v. allow third parties to violate the above restrictions.

c. Restrictions on Your Use of the Services.

You agree that as a condition of your license, you may not and agree not to:

i. move, decompile, reverse-engineer, disassemble, or otherwise reduce to human-readable form the Services, underlying technology, any digital rights management mechanism, device, or other content protection or access control measure;

ii. modify the Services, including, but not limited to, by removing identification, copyright or other proprietary notices from the Content or the Services;

iii. access or use the Services in a manner that suggests an association with our products, services or brands;

iv. use the Services for any commercial or business related use or in any commercial establishment or area open to the public (e.g., lobby, bar, restaurant, diner, stadium, casino, club, cafe, theater, etc.) or build a business utilizing the Content or Services, whether or not for profit;

v. bypass, modify, defeat, tamper with or circumvent any of the functions or protections of the Services, including using any technology or technique to obscure or disguise your location when you are accessing the Services;

vi. index, frame, embed or link to the Services in a manner not authorized by us, or to collect information about users for the purpose of sending, facilitating, or encouraging unsolicited bulk or other communications;

vii. access, monitor or copy, or permit another person or entity to access, monitor or copy, any element of the Services using a robot, spider, scraper or other automated means or manual process without our express written permission;

viii. remove, modify, disable, block, obscure or otherwise impair any advertising in connection with the Services;

ix. damage, disable, overburden or impair the Services, including by introducing viruses or any other computer code, files, or programs that interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;

x. use the Services in any unlawful manner (whether criminal or civil), for any unlawful purpose, or in any manner inconsistent with this Agreement, including in a manner that would violate our Privacy Policy or the rights of any third parties or otherwise interfere with any other person's use and enjoyment of the Services;

xi. share your login credentials with third parties; or

xii. otherwise allow or encourage third parties to violate the above restrictions.

4. USAGE TERMS

a. Internet Connection.

You must have a high speed Internet connection in order to access and use certain aspects of the Services.

b. Content Availability.

The content that we make available may be limited by law or by the rights that certain of our third-party content providers grant to us. Access to the Services from locations where we do not have rights, that are not offered on your Service Tier, or where we do not make the Services available is prohibited. Certain Content available through the Noiseless Signals Service subscription may not be available in all countries or territories within the Territory.

c. Future Unavailability.

It is possible that the Noiseless Signals Service, and/or some or all Content may not be available for use at any given time including (i) during any maintenance or update periods; (ii) any power or server outages; (iii) as a result of war, riots, strikes, social unrest; or (iv) as a result of other matters beyond the control of us or third parties. We will take reasonable efforts to provide you with as much prior notice as possible; however, we shall have no liability to you in such an event. There may be times when we have to remove certain features or functionality and/or devices or platforms from being able to access the Service(s). We will do our best to let you know of any of these changes, usage rules and restrictions, but you acknowledge that we may do so at our sole discretion at any time without notice. You also agree that we will not be liable to you for any modification, suspension or discontinuance of the Noiseless Signals Service, although if you are a subscriber and we suspend or discontinue your subscription to the Noiseless Signals Service, we may, at our sole discretion, provide you with a credit, refund, discount or other form of consideration. However, if we terminate your account or suspend or discontinue your access to the Noiseless Signals Service due to your violation of this Agreement, then you will not be eligible for any such credit, refund, discount or other consideration.

d. Promotional and Experimental Features.

In our continued assessment of the Services, we may from time to time, with respect to any or all of our users, experiment or otherwise offer certain features or other elements of theNoiseless Signals Service, including promotions, features, advertisements, user interfaces, plans and pricing. You acknowledge that these are implemented in our sole discretion, may be subject to additional terms, and may not apply to every subscriber.

5. USE AND SHARING OF CERTAIN INFORMATION

For more information about our collection, use, and sharing of your information, please refer to our Privacy Policy, which can be found at noiselesssignals.com/privacy and is incorporated herein by reference. We reserve the right to, and you agree that we may, release your details to system administrators at other sites and to law enforcement agencies in order to assist them in resolving security incidents and violations of law.

6. SUSPENSION AND TERMINATION

You agree that we may, in our sole discretion and without notice or liability to you, restrict, suspend, or terminate your access to part or all of the Noiseless Signals Service, and to any Content if we believe you are using or have used the Services in violation of this Agreement or applicable law or regulations or in any manner other than for their intended purpose and in accordance with all other guidelines and requirements applicable thereto. Without limiting the foregoing, we may restrict or suspend your access to your Noiseless Signals account(s) for cause, which cause includes but is not limited to:

(a) requests from law enforcement or other government authorities

(b) unexpected technical issues or problems

(c) if we reasonably believe that your Noiseless Signals account has been created fraudulently, your Noiseless Signals account has been accessed fraudulently, or anyone uses your Noiseless Signals account to commit fraud or for any purpose other than its intended purpose and in accordance with all of the requirements applicable thereto. We also reserve the right, but are not required, to terminate any Noiseless Signals account that remains inactive for an extended period of time, e.g., more than one year (failure to log in to your Noiseless Signals account will constitute inactivity for purposes of this Agreement).

You agree that we will not be liable to you or to any third party for any such restriction, suspension, or termination of your access to your Noiseless Signals account or the Content.

We also reserve the right to take appropriate legal action against you for violating intellectual property rights, fraud, or similar grounds for termination.

Our decision to delay exercising or enforcing any right or remedy under this Agreement will not constitute a waiver of such right or remedy with respect to any party.

UPON TERMINATION OF YOUR NOISELESS SIGNALS ACCOUNT, WHETHER TERMINATED BASED ON OUR DETERMINATION OR AT YOUR REQUEST (OTHER THAN A CANCELLATION OF YOUR SUBSCRIPTION, IN WHICH CASE YOUR SUBSCRIPTION WILL CONTINUE TO THE END OF THE BILLING PERIOD), YOU WILL LOSE THE RIGHT TO ACCESS CONTENT THROUGH THE SERVICE(S).

7. BINDING ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS PROVISION CAREFULLY, AS IT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT.

There may be instances in which disputes arise between you and Noiseless Signals. YOU AND NOISELESS SIGNALS AGREE THAT PROCEEDINGS TO RESOLVE OR LITIGATE A DISPUTE IN ANY FORUM WILL BE CONDUCTED ON AN INDIVIDUAL BASIS.

Neither you nor Noiseless Signals will seek to have a dispute heard as a class action or private attorney general action or in any other proceeding in which either party acts or proposes to act in a representative capacity. You and we agree not to, and expressly waive any right to, file a class action or seek relief on a class basis. No arbitration or proceeding can be combined with another without the prior written consent of all parties to the arbitrations or proceedings.

You and Noiseless Signals agree to arbitrate, as provided below, all disputes between you and us, that are not resolved informally, except disputes relating to the ownership or enforcement of intellectual property rights. “Dispute” includes any dispute, action, or other controversy, whether based on past, present, or future events, between you and us concerning the Noiseless Signals Service, or this Agreement, whether in contract, tort, warranty, statute, regulation, or other legal or equitable basis. You and Noiseless Signals empower the arbitrator with the exclusive authority to resolve any dispute relating to the interpretation, applicability or enforceability of these terms or the formation of this contract, including, without limitation the arbitrability of any dispute, and any claim that all or any part of this Agreement are void or voidable.

a. In the event of a dispute, you and Noiseless Signals agree to attempt to avoid the costs of formal dispute resolution by giving each other a full and fair opportunity to address and resolve a Dispute informally. The claiming party must send to the other party a notice of dispute, which is a written statement that sets forth the name, address, and contact information of the party giving the notice, detailed factual information sufficient to evaluate the merits of the claiming party's individualized claim, and the specific relief sought, including whatever amount of money is demanded and the means by which the demanding party calculated the claimed damages. You must send any notice of dispute to Noiseless Signals, 5031 Boda Place, Woodland Hills, California 91367, USA, Attention: Legal. We will send any notice of dispute to you at the contact information we have for you.

b. You and Noiseless Signals will attempt to resolve a dispute through informal negotiation within sixty (60) days beginning from the date the notice of dispute is sent. This informal negotiation requires an individual meet–and-confer in person, telephonically, or via videoconference that addresses only the dispute between you and us. If you are represented by counsel, your counsel may participate in the conference, but you will also need to individually participate. Noiseless Signals will participate in the conference through one or more representatives, which may include our counsel. After the end of the sixty (60) day informal negotiation period and not before, and only after the completion of the dispute resolution conference with respect to a claim, you or we may commence an arbitration proceeding regarding that claim. Alternatively, you may litigate a dispute in small claims court immediately if the dispute meets the requirements to be heard in small claims court and you proceed only on an individual basis, whether or not you first negotiated informally or completed a dispute resolution conference. However, nothing in this paragraph is intended to prohibit the parties from engaging in informal communications to resolve the initiating party's claims before, during, or after any dispute resolution conference or filing in small claims court.

c. If you, on one hand, and Noiseless Signals, on the other, do not resolve a dispute by informal negotiation or in small claims court, the dispute shall be resolved by binding arbitration before a neutral arbitrator whose decision will be final except for a limited right of appeal under the U.S. Federal Arbitration Act. YOU ARE GIVING UP THE RIGHT TO LITIGATE A DISPUTE IN COURT BEFORE A JUDGE OR JURY. Arbitration will be administered by JAMS Mediation, Arbitration and ADR Services (“JAMS”) in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions about how to initiate an arbitration are available at www.jamsadr.com or 1-800-352-5267.

Arbitration may be conducted in person, through the submission of documents, by phone, or online. Proceedings that cannot be conducted through the submission of documents, by phone, or online, will take place in either Los Angeles, California or the borough of Manhattan, New York, New York, whichever is more convenient for you; provided, however, that if you can demonstrate that arbitration in Los Angeles or the borough of Manhattan would create an undue burden to you, JAMS may hold an in-person hearing in your hometown area. You and Noiseless Signals agree to submit to the exclusive jurisdiction of the federal or state courts located in either Los Angeles, California or the borough of Manhattan, New York, New York, whichever is more convenient for you, in order to compel arbitration, to stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The arbitrator may award damages to you individually as a court could, including declaratory or injunctive relief, but only to the extent required to satisfy your individual claim.

In accordance with the JAMS Rules, the party initiating the arbitration (either you or Noiseless Signals) is responsible for paying the filing fee. If the arbitrator issues you an award of damages and: (a) that award is greater than the amount of our last written settlement offer; or (b) if we did not make a settlement offer, then we will pay for any JAMS Case Management Fees and all professional fees for the arbitrator's services, and will reimburse you for the filing fees you incurred in connection with the arbitration. However, if the arbitrator finds that either the substance of your claim or the relief sought in your claim was frivolous or was brought for an improper purpose (as measured by the standards described in Federal Rule of Civil Procedure 11(b)), to the extent permitted by law, we will have the right to seek recovery of any JAMS Case Management Fees and all professional fees for the arbitrator's services that we incurred in connection with the arbitration. You would have the same right.

Except as provided above with respect to jurisdiction in Los Angeles, California and Manhattan, New York, New York, nothing in this arbitration agreement shall be construed as consent by Noiseless Signals, or their affiliates to the jurisdiction of any other court with regard to disputes, claims or controversies unrelated to the Noiseless Signals Service, or this Agreement.

If you have questions or concerns about the meaning of any provision of this arbitration agreement, please feel free to seek the counsel of an attorney. We thank you for understanding why it is important that we agree on the process for addressing disputes.

8. ADDITIONAL PROVISIONS

a. We aspire for the Services to provide exceptional sources of entertainment for you. You understand and agree that the Content you receive through the Services is intended for informational and entertainment purposes only; it does not constitute legal, financial, professional, medical or healthcare advice or diagnosis and cannot be used for such purposes.

b. Mobile Networks.

When you access the Services through a mobile network, your network or roaming provider's messaging, data and other rates and fees will apply. Downloading, installing or using the Services may be prohibited or restricted by your network provider and the Services may not work with your network provider or device.

c. Submissions and Unsolicited Ideas Policies.

Our policy does not allow us to accept or consider unsolicited creative ideas, suggestions or materials. In connection with anything you submit to us, whether or not solicited by us, you agree that creative ideas, suggestions or other materials you submit are not being made in confidence or trust and that no confidential or fiduciary relationship is intended or created between you and us in any way, and that you have no expectation of review, compensation or consideration of any type. We do not claim ownership over any ideas, suggestions, or other materials submitted; however, as to such materials, you grant us a non-exclusive, sublicensable, irrevocable and royalty-free worldwide license under all copyrights, trademarks, patents, trade secrets, privacy and publicity rights and other intellectual property rights to use, reproduce, transmit, display, create derivative works, or otherwise exploit them for any purpose without limit as to time, manner and frequency of use, without further notice to you, with or without attribution, and without the requirement of permission from or payment to you or any other person or entity.

d. General Contact Information.

For any matters where specific contact procedures are not provided for elsewhere in this Agreement, you may contact Noiseless Signals by visiting our Help Center.

e. DISCLAIMERS OF WARRANTY; LIABILITY LIMITATION.

YOU ACKNOWLEDGE AND AGREE TO THE ESSENTIAL CONDITION THAT THE CONTENT AS WELL AS THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, DISNEY+, ESPN+, AND THEIR AFFILIATES, LICENSORS, AGENTS, AND SERVICE PROVIDERS (COLLECTIVELY. THE “NOISELESS SIGNALS PARTIES”) EACH EXPRESSLY DISCLAIMS ANY WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, OR STATUTORY. INCLUDING BUT NOT LIMITED TO, WARRANTIES OR CONDITIONS OF MERCHANTABILITY. FITNESS FOR A PARTICULAR PURPOSE, ACCURACY. COMPLETENESS, AVAILABILITY. SECURITY. COMPATIBILITY. SATISFACTORY QUALITY AND NONINFRINGEMENT. AND THEIR EQUIVALENTS UNDER THE LAWS OF ANY JURISDICTION. YOU ALSO ACKNOWLEDGE AND AGREE THAT THE NOISELESS SIGNALS PARTIES DO NOT WARRANT THAT THE CONTENT OR THE SERVICES WILL BE WITHOUT ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS. THENOISELESS SIGNALS PARTIES DO NOT WARRANT OR OTHERWISE STATE THAT THE CONTENT OR THE SERVICES WILL MEET YOUR REQUIREMENTS. YOU AND NOT THE NOISELESS SIGNALSPARTIES ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OCCASIONED BY USE OF THE CONTENT AND THE SERVICES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, IN NO EVENT SHALL THE NOISELESS SIGNALS PARTIES BE LIABLE FOR ANY PERSONAL INJURY. OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING LOST PROFITS AND PROPERTY DAMAGE, EVEN IF WE WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, THAT RESULT FROM THE USE OF OR INABILITY TO USE THE CONTENT OR THE SERVICES, HOWEVER CAUSED. NOR SHALL THE NOISELESS SIGNALS PARTIES BE HELD LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND THEIR REASONABLE CONTROL. IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE THOUSAND U.S. DOLLARS (US $1,000). THE LIABILITY LIMITATIONS IN THIS SECTION APPLY UNDER ANY LEGAL THEORY (TORT, CONTRACT, BREACH OF WARRANTY. STRICT LIABILITY OR OTHERWISE) EVEN IF THE NOISELESS SIGNALS PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY. THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

f. Choice of Forum.

You agree that any action at law or in equity arising out of or relating to this Agreement that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in the borough of Manhattan, New York, New York, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.

g. Choice of Law.

This Agreement is governed by and construed in accordance with the laws of the State of New York and the laws of the United States, without giving effect to any conflict of law principles.

h. Severability.

If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.

i. Survival.

The provisions of this Agreement which by their nature should survive the termination of this Agreement shall survive such termination.

j. Entire Agreement.

This Agreement and the provisions referenced herein, along with any agreements or policies that are incorporated herein by reference, constitute the entire agreement between you and us pertaining to the subject matter hereof and supersedes all prior or other arrangements, understandings, negotiations and discussions, whether oral or written. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless otherwise expressly provided.