Overview

Terms of Use, also known as Terms of Service or Terms and Conditions (T&Cs), are legal agreements that govern the users of a service or platform. Unilateral or very one-sided Terms of Use are of questionable enforceability under recent court cases so service providers should make an effort to draft reasonable Terms of Use, post them in obvious locations, and provide opportunities for users to actively agree to their terms. 

Terms of Use often address matters including user rights and responsibilities as well as proper usage and possible misuse of the service, accountability for online actions and conduct, a privacy policy addressing personal data, payment details for subscriptions or memberships, opt-out policies for communications, details of account termination, and prescribed processes for dispute resolution, which often mandate binding arbitration and limit users’ rights to to take a claim to court. Terms of Use should also include a disclaimer or limitation of liability reducing the site’s responsibility for potential user damages, as well as details for notification provided to users when the terms are updated or modified.

Mosaique Holdings, Inc., its Seegull subsidiary and affiliated companies Terms of Use

April 29th, 2025

Welcome to Seegull (“Company”) Terms of Use agreement. For purposes of this agreement, “Site” refers to the Company’s website, which can be accessed at www.seegull.app. “Service” refers to the Company’s services accessed via the Site, in which users can visualize, share, and book outdoor and travel activities using geolocation technologies, digital images and text, as well as communicate with other users. The terms “we,” “us,” and “our” refer to the Company. “You, Traveler, User, Tourist” refers to our registered users who sign-up and create an account within Seegull and who pay for the provision of services through Seegull’s website. 

Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Use. If you do not agree to be bound by these Terms of Use in their entirety, you may not access or use the Service.

PRIVACY POLICY

The Company respects the privacy of its Service users. Please refer to the Company’s Privacy Policy which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Use.

ABOUT THE SERVICE

The Service allows you to view, rate, compare, and book arranged tours throughout Egypt provided by our registered partners (“Partners”,”Sellers”,”Service Provider”).  

REGISTRATION; RULES FOR USER CONDUCT AND USE OF THE SERVICE

• You need to be at least 18 years old

• If you are a user who signs up for the Service, you will create a personalized account which includes a unique username and a password to access the Service and to receive messages from the Company. You agree to notify us immediately of any unauthorized use of your password and/or account. The Company will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your member name, password and/or account

• Travelers must have complied with the prerequisite legal liabilities and procedures as demanded by Seegull as well as the laws and regulations of his local jurisdiction and that otherwise Seegull shall not be held liable for the consequences of the lack thereof

• The Traveler accepts and agrees that the parties to a distant sales agreement to be executed between the member and the service provider/seller on the Platform shall not include Seegull and that the liabilities arising in relation to the distant sales agreements shall be borne by the Seller and Seller only

• The traveler hereby grants Seegull an irrevocable, non-exclusive, royalty-free license to use, reproduce, distribute, and display User-provided content. This includes, but is not limited to, personal photographs, tour imagery, and descriptive text (“Content”). The Company reserves the right to utilize said Content for marketing and promotional purposes across various mediums

• The Traveler affirms they have secured all requisite permissions and consents for the Content provided and possess the right to grant The Company this usage license

TERMS OF PAYMENT

The Traveler undertakes to comply with the relevant laws and regulations, ethics codes as well as the Platform policies during the membership, correspondence with Sellers and the officials of Seegull and accepts that the Traveler shall be held the sole liable person for the legal and criminal consequences of their actions and transactions

The fee for the service to be received by the Partners through the website (“Partner Payment”), provided by the payment institution with which Seegull cooperates, under the terms and conditions set forth in this agreement, shall be as per the channels provided by the bank. 

Seegull reserves the right to instruct the payment institution not to forward the relevant amount to the Service Provider in case of incomplete or faulty performance of the services paid with the Online Payment System by Seegull to the relevant User if a Service Provider cannot be found in accordance with the Service Request or the service is canceled.

It is the responsibility of the relevant payment institution to keep and keep the User information and all other necessary information securely and to perform the transactions in a secure manner by the relevant payment institution. 

Payments for service providers will be paid every 10 days. For example: 1st / 20th of month and last day of month. Information Retention and Evidence Agreement Users are responsible for covering any damages incurred by Seegull and 3rd parties in cases that may occur as a result of the users acting in violation of the provisions of this Agreement. If Seegull determines that the Agreement has been violated, it may terminate this Agreement unilaterally, suspend, temporarily limit or impose other sanctions without prejudice to its claims arising from this Agreement. The Parties may terminate this Agreement at any time. At the time of termination of the contract, the rights of the parties to each other remain unaffected.

REFUND OF SERVICE FEE / EXERCISING THE RIGHT OF WITHDRAWAL

Provided that the service has not been performed and the service has not been started, the User has the right to withdraw from the contract without giving any justification. Such a withdrawal is subject to the cancellation policy highlighted in this agreement. The Service Fee refund will be made by the relevant Service Provider and cannot be requested from Seegull. The User must cancel the Service Request via the Website and inform Seegull of this situation. Seegull does not accept any responsibility for disputes that may arise between the Service Provider and the User regarding issues such as payment, service cancellation, discount or refund.

CANCELLATION POLICY

Full payment (i.e. 100%) of the service is required by the customer once booking is confirmed by both parties (user + service providers) 

• Default Cancellation Policy:

• User No-shows: Full disbursement of the total sum to the service provider 

• Service Provider No-shows: Full reimbursement of the total sum to the user (tour guide account review to be triggered internally)

• < 1 Day cancellation by TOURIST prior to the start of the tour

• User: 0% of the total sum to be reimbursed

• Service Provider: 20% of the total sum to be disbursed 

• < 30 Days cancellation by TOURIST prior to the start of the tour

• User: 50% of the total sum to be reimbursed

• Service Provider: 25% of the total sum to be disbursed 

• > 30 Days cancellation by TOURIST prior to the start of the tour

• User: 100% of the total sum to be reimbursed

• Cancellation by Service Provider, irrespective of the timeframe

• User: 100% of the total sum to be reimbursed

• Service Provider:: Should the tour operator cancel more than X times per month, automatic review/freeze of account

SERVICE LIABILITY, NO WARRANTY, AND INDEPENDENCE OF RELATIONSHIP

Seegull does not have any responsibility in the offer, offer, acceptance, contract and payment stages between the User and the Service Provider. Seegull does not guarantee that there will be harmony between the Service User and the Service Provider, or that it will find or have a Service Provider in the Service User’s region, capable of performing the Service User’s work at the desired time and place. 

Users should do the necessary research on the Service Provider themselves. All kinds of responsibilities regarding the services to be received from the Service Providers through the Website belong to the Service Providers. Seegull takes no responsibility. Seegull does not endorse or recommend the Service Provider or its services, does not guarantee the work performance or the result or quality of the services provided. 

Seegull can make a ranking, rating and categorization among the Service Providers through some algorithms within the system such as Member ratings and Member comments, and may highlight some Service Providers as they are highly appreciated, preferred/recommended or satisfied by the users. However, this situation does not mean an endorsement or guarantee given by Seegull. Seegull is not responsible for the relationship between the Service Provider and the Service User, and Seegull has no responsibility for the damages that the Service Provider may cause to the Service User or third parties during or at any time. Seegull reserves the right to impose sanctions on the Service Provider in different ways in case the Service Providers do not go to the agreed work or do not start the service at the specified date and time. These sanctions may include making changes to the Service Provider profile , deleting the profile, suspending it until the deficiency is corrected, preventing the Service Provider from re-registering to the Website, and claiming compensation. The accuracy of the information or statements specified in the Occupational Profile by the Service Provider is committed by the Service Provider, Seegull has no responsibility. All kinds of permits, approvals, control documents, licenses, etc., which are required to be obtained within the scope of the current legislation regarding the service. The responsibility for the document belongs to the Service Providers, and any administrative, legal and penal responsibility that may arise otherwise belongs to the Service Provider. Responsibility for damages suffered and/or to be incurred by Seegull and third parties due to this reason and liability for compensation of all kinds of damages belong to the Service Providers. Seegull does not represent or warrant that the information received by the Service User from national, local or other official authorities or third parties is correct, error-free or up-to-date, or that it is current and up-to-date at the time the Service User checks the said information. The parties themselves are directly responsible for all kinds of taxes, duties, fees, payments and similar obligations arising from the service contracts to be made between the Service Provider and the Service User. Due to the services and products listed on the Website operated by Seegull, Seegull is not in the status of a seller, provider, manufacturer, manufacturer, dealer, agency, advertiser or media organization within the scope of the Law on Consumer Protection and related legislation. Seegull is not responsible for any problems or damages that may arise between the Service User and the Service Provider(s) due to the sharing of personal data such as the name, address and phone number of the Service Users registered in its system with the Service Providers for the creation of an Offer or the provision of the relevant service. The Service User and the Service Provider have consented to the processing of their personal data for the marketing and performance of the services under this contract and to share them in accordance with the purposes in this contract. Pursuant to Articles 5(c) and 5(f) of the Law on the Protection of Personal Data No. 6698, the processing of personal data of Service Users and Service Providers and sharing them only between the contracting parties does not require express consent. Service User information is shared by Seegull with the Service Provider in order to provide the service or to create an Offer. With this information sharing, it is aimed to provide the service without any problems. In cases where the said information is not approved by the Service Provider, advertising, marketing, personal, etc. is not responsible for any problems or damages that may arise between the Service User and the Service Provider(s), using it for any situation or purpose, sharing it with third parties or transferring it. There is no (a) employment, (b) part-time employment, (c) consultancy, (d) contractor, (e) joint venture or (f) agency relationship between Seegull and the Service Provider.

USE RESTRICTIONS

Your permission to use the Site is conditioned upon the following use, posting and conduct restrictions: 

You agree that you will not under any circumstances:

·    access the Service for any reason other than your personal, non-commercial use solely as permitted by the normal functionality of the Service,

·    collect or harvest any personal data of any user of the Site or the Service 

·    use the Site or the Service for the solicitation of business in the course of trade or in connection with a commercial enterprise;

·    distribute any part or parts of the Site or the Service without our explicit written permission (we grant the operators of public search engines permission to use spiders to copy materials from the site for the sole purpose of creating publicly-available searchable indices but retain the right to revoke this permission at any time on a general or specific basis);

·    use the Service for any unlawful purpose or for the promotion of illegal activities;

·    attempt to, or harass, abuse or harm another person or group;

·    use another user’s account without permission;

·    intentionally allow another user to access your account; 

·    provide false or inaccurate information when registering an account;

·    interfere or attempt to interfere with the proper functioning of the Service;

·    make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

·    bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data; 

·    circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or 

·    publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.

POSTING AND CODUCT RESTRICTIONS

When you create your own personalized account, you may be able to provide reviews and images from the services bought through Seegull (“User Content”). You are solely responsible for the User Content that you post, upload, link to or otherwise make available via the Service. 

 You agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. The Company, however, reserves the right to remove any User Content from the Service at its sole discretion.

We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms. 

By transmitting and submitting any User Content while using the Service, you agree as follows:

·    You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

·    You will not post information that is malicious, libelous, false or inaccurate;

·    You will not post any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

·    You retain all ownership rights in your User Content but you are required to grant the following rights to the Site and to users of the Service as set forth more fully under the “License Grant” and “Intellectual Property” provisions below: When you upload or post User Content to the Site or the Service, you grant to the Site a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service; and you grant to each user of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the Service and under these Terms of Use;

·    You will not submit content that is copyrighted or subject to third party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to specifically submit such content; and

·    You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. The Site is not responsible for any public display or misuse of your User Content. 

The Site does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or technology we employ, may monitor and/or record your interactions with the Service or with other Users.

ONLINE CONTENT DISCLAIMER

Opinions, advice, statements, offers, or other information or content made available through the Service, but not directly by the Site, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. 

We do not guarantee the accuracy, completeness, or usefulness of any information on the Site or the Service nor do we adopt nor endorse, nor are we responsible for, the accuracy or reliability of any opinion, advice, or statement made by other parties. We take no responsibility and assume no liability for any User Content that you or any other user or third party posts or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content posted on the Service, or transmitted to users

Though we strive to enforce these Terms of Use, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Site or the Service. We reserve the right, but have no obligation, to monitor the materials posted in the public areas of the Site or the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Use or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. Conversations sent between you and other partners that are not readily accessible to the general public will be treated by us as private to the extent required by applicable law. The Company shall have the right to remove any material that in its sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, or that might violate the rights, harm, or threaten the safety of users or others.  Unauthorized use may result in criminal and/or civil prosecution under Federal, State and local law. If you become aware of a misuse of our Service or violation of these Terms of Use, please contact us at: info@seegull.app.

LINKS TO OTHER SITES AND/OR MATERIALS

As part of the Service, we may provide you with convenient links to third party website(s) (“Third Party Sites”) as well as content or items belonging to or originating from third parties (the “Third Party Applications, Software or Content”). These links are provided as a courtesy to Service subscribers. We have no control over Third Party Sites or Third Party Applications, Software or Content or the promotions, materials, information, goods or services available on these Third Party Sites or Third Party Applications, Software or Content. Such Third Party Sites and Third Party Applications, Software or Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness, and we are not responsible for any Third Party Sites accessed through the Site or any Third Party Applications, Software or Content posted on, available through or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Sites or the Third Party Applications, Software or Content. Inclusion of, linking to or permitting the use or installation of any Third Party Site or any Third Party Applications, Software or Content does not imply our approval or endorsement. If you decide to leave the Site and access the Third Party Sites or to use or install any Third Party Applications, Software or Content, you do so at your own risk and you should be aware that our terms and policies, including these Terms of Use, no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site or relating to any applications you use or install from the Third Party Site.

COPYRIGHT COMPLAINTS AND COPYRIGHT AGENT

(a) Termination of Repeat Infringer Accounts. We respect the intellectual property rights of others and requires that the users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, we have adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Service who are repeat infringers. We may terminate access for participants or users who are found repeatedly to provide or post protected third party content without necessary rights and permissions

(b) Counter-Notices. If you believe that your User Content that has been removed from the Site is not infringing, or that you have the authorization from the copyright owner, the copyright owner's agent, or pursuant to the law, to post and use the content in your User Content, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1.   Your physical or electronic signature;

2.   A description of the content that has been removed and the location at which the content appeared before it was removed;

3.   A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

4.   Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court in Delaware and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, we may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in ten (10) business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in our sole discretion) be reinstated on the Site in ten (10) to fourteen (14) business days or more after receipt of the counter-notice.

LICENSE GRANT

By posting any User Content via the Service, you expressly grant, and you represent and warrant that you have a right to grant, to the Company a royalty-free, sublicensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, modify, publish, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such User Content and your name, voice, and/or likeness as contained in your User Content, if applicable, in whole or in part, and in any form, media or technology, whether now known or hereafter developed, for use in connection with the Service.

INTELLECTUAL PROPERTY

You acknowledge and agree that we and our licensors retain ownership of all intellectual property rights of any kind related to the Service, including applicable copyrights, trademarks and other proprietary rights. Other product and company names that are mentioned on the Service may be trademarks of their respective owners. We reserve all rights that are not expressly granted to you under these Terms of Use.

EMAIL MAY NOT BE USED TO PROVIDE NOTICE

Communications made through the Service’s email and messaging system will not constitute legal notice to the Site, the Service, or any of its officers, employees, agents or representatives in any situation where legal notice is required by contract or any law or regulation.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Use, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, using the “Unsubscribe” link in the message, or by sending an email to info@seegull.app

WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

If you have a dispute with one or more users, a restaurant or a merchant of a product or service that you review using the Service, you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. 

If you are a California resident using the Service, you may specifically waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”

MODIFICATION OF TERMS OF USE

We can amend these Terms of Use at any time and will update these Terms of Use in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Use. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

GENERAL TERMS

If any part of this Terms of Use agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action related to or arising out of your relationship with the Company must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Use and your use of the Site are governed by the federal laws of the United States of America and the laws of the State of Delaware, without regard to conflict of law provisions.

We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF USE, UNDERSTAND THE TERMS OF USE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF USE TOGETHER WITH THE PRIVACY POLICY REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.