Sample Pack Terms and Conditions

Terms and Conditions

By using this website and or sample pack you agree to the following terms and conditions:

Usage and Copyright

All products are licensed, not sold to you. You pay for Doc Ish services to create the samples, you don't own the samples. Copying, re-selling, leasing, duplicating or distribution in any form of the products for sale, other than outlined in the 'Music Licensing / Clearance' section, is strictly prohibited. This extends, but is not limited, to file sharing websites, web forums, computer networks and file hosting websites. Products cannot be distributed in their original format or sold in a manner that would be considered competitive with the nature of Doc Ish of In Ya Head Music business.

Payment and Downloading Products

Payment is taken on behalf of Doc Ish Samples by PayPal and Shopify Payment Methods. After payment you will be taken to a page of your account, where you can download your product(s).

Disclaimer and Waiver

Doc Ish Samples will be held harmless against any losses, judgements, claims, legal fees or court costs that may arise out of a breach of these terms and conditions. By entering this agreement, you agree not to sue or recover any damages from Doc Ish Samples and any affiliated companies or people as a result of its decision to terminate or suspend this agreement.

While Doc Ish Samples will take reasonable and sufficient steps to ensure that the website is free from any viruses, trojans, malware, spyware, harmful software, data theft or any unauthorized malicious activity, Doc Ish Samples make no guarantees on this subject and will not be held liable for any loss resulting from this.

Refund Policy

Products purchased from Doc Ish Samples on any site or from iamdocish.com are non- refundable. Once you have opted in to buy the product you are in effect purchasing a license to use the content in your music without paying royalties to the owner, which therefore cannot be refunded.

Terms and Conditions

THIS TERMS OF USE AGREEMENT (the “Terms”) between you and Doc Ish , The Konrtol Room, LLC
(“LEGAL ENTITY”) (“we, us”) including, without limitation, iamdocish.com (collectively, the “Website”), and any services and resources available or enabled via the Website or applications and

associated software made available through the Website and/or applications (collectively, the “Service”). By accessing or using the Service, clicking on the “I Accept” or similar button, and/or
completing the registration process, you agree that you have read and understood, as a condition to

your use of the Service, and you agree to be bound by this agreement
The following terms shall have the meanings: I) "Music" means any musical compositions, master
recordings, and any other recordings containing sounds or a series of sounds, in all formats, now known and hereinafter developed, which is available for license from us; and ii) "Production" means
all versions of a single audio-visual project or all versions of a single audio-only project in which Music is synchronized to narration in the context of a podcast episode, radio documentary, radio ad,
recorded lyrics, or other similar audio-only production.
We reserve the right to change this agreement at any time, in our sole discretion, and you agree to be
bound by such changes. If and when changes are made to this agreement, we shall make a new copy
of the Terms of Use Agreement available at the Website and within the applications, if any. Please
make sure that you read and understand all such changes. If you do not agree to this agreement as
same may be amended from time to time, do not download or use any Music.
You must be at least 18 years old to use the Website or Service. By accessing or using the Website or
Service or otherwise agreeing to these Terms, you represent and warrant to us that: (i) you are at least
18 years old; (ii) you have not previously been suspended or removed from the Service; and (iii) your
use of the Service is in compliance with any and all applicable laws and regulations. If you are an
entity, organization, or company, the individual accepting these Terms on your behalf represents and
warrants that they have authority to bind you to these Terms and you agree to be bound by these Terms. The term “you” refers to the individual or legal entity, as applicable, identified as the user when you registered on the Services.
The agreement in effect at the time you are billed will control your rights and obligations with regard
to Music downloaded.
1. All Music on the Website is protected by United States and international copyright laws and

treaties. We and/or the various artists and/or entities that provide Music to the Website ("Contributors") have the necessary rights in and to the Music. As between the parties, we and/or our
Contributors reserve all rights in and to the Music not expressly granted to you by the terms of this

license. Your rights to use any Music are subject to this license agreement and are conditioned upon
your payment to us for your use of the Music. If you fail to make any payment to us when due, or if

any check is dishonored or credit card charge refused or charged back, your account will be deemed
delinquent and your right to use any Music downloaded at any time shall automatically terminate unless all payments together with any interest thereon, including our costs of collection, bank charges

and credit card processing fees, are received by us no later than fifteen (15) days from the date that
we notify you that your account is delinquent.
2. License. By this Agreement, we grant you a non-exclusive, non-transferable, non- sublicensable,

revocable license to download and synchronize Music in a Production pursuant to the license you purchase, subject to the restrictions set forth in paragraph 4 hereof.

(a) Lease Rights: A Lease Rights License grants you the non-exclusive right to synchronize Music in a Production (and in-context trailers and promotions therefor), solely subject to the restrictions set forth in paragraph 4 hereof. For the purposes of this agreement, "worldwide distribution" shall mean intentional distribution of the Production in more than one country.

(b) Business License: A Business License grants you the non-exclusive right to synchronize Music in a Production (and in-context trailers and promotions therefor), solely subject to the restrictions set forth in paragraph 4 hereof.
(c) Download License: A Download License grants you the right to synchronize Music solely in test, sample, comp, or rough-cut evaluation materials related to a Production or future project. The Download License expressly prohibits distributing Music to the public in any form or incorporating Music into any final materials.

3. Grant of Rights. In exchange for your payment of the license fee (“License Fee”) associated with
the applicable sound recording and/or sample provided via this website (each, a “Sample”), we grant

you a non-exclusive, non-transferable, perpetual right to publicly perform, distribute, or transmit the
Sample in combination with other sounds in music production to create new recordings (“Recording(s)”), each of which shall be considered a “derivative work,” as such term is used in the

United States Copyright Act of 1976, as amended. This license permits you to modify, reproduce,
and/or use the Sample as incorporated in your Recording solely pursuant to the following terms

and
conditions:
(a) You may use any Sample solely for Recordings on your own personal projects which are distributed solely by you independently (i.e., beat tapes or mixtapes) without any additional obligation to us or the Sample owner other than the License Fee as provided above; provided that in the event that any Recording exceeds One Million (1,000,000) streams across Apple Music, Spotify and YouTube, you shall be required to immediately obtain formal clearance of the Sample for use in the Recording pursuant to procedure outlined in paragraph 3(d) below. (b) You may not use or sublicense any Sample in isolation as sound effects, loops, or as source material for any other form of sample, regardless of whether or not the Sample is modified by you pursuant to the terms herein;
(c) You may not: (i) use or sublicense any Sample in a manner which is competitive to us or the Sample owner; (ii) redistribute any Sample in new sample packs; (iii) sublicense, sell, loan, share, lend, broadcast rent, lease, assign, distribute, or transfer any Sample to a third-party except as incorporated into a Recording; or (iv) use the name, image, likeness or other indicia of identity of the artist, producer and/or writer associated with a Sample in any way without such artist’s, producer’s and/or writer’s express written consent.
(d) With respect to commercial exploitations of Recording(s) containing any Sample, you shall not sell, license, or otherwise commercially exploit any Recording(s) containing any Sample via a third-party “Major Record Label” (as defined below) or “Qualifying Independent Label” (as defined below) without: (A) contacting us so that we can connect you with the Sample owner to obtain formal clearance of the Sample for use in the Recording(s); (B) allocating no less than fifty percent (50%) of any advances, royalties, and/or publishing ownership received by you from the Major Record Label or Qualifying Independent Label (as applicable) in connection with the Recording(s); and (C) ensuring that the Sample owner is credited as a co- producer in connection with all commercial exploitations of the Recording(s) on the liner

notes of any singles or albums (in any configuration) embodying the Recording(s), including meta-data where applicable, as well as any advertisements in connection with the Recording(s).
(e) As use herein:

i. “Major Record Label” shall mean a record label or company: (i) which is a parent or subsidiary of, and/or is affiliated with (i.e., shares common ownership with), one of the “major” distributors in the United States (which distributors are presently Sony, Universal and the Warner Music Group/WEA), (ii) which is a parent or subsidiary of, and/or is affiliated with, one of the so-called “indie” distributors which provide national distribution (which “indie” distributors presently include, without limitation, Ryko, Caroline, InGrooves, The Orchard, Rounder, Kobalt/AWAL, BMG, ADA and E1), and/or (iii) whose records are distributed by any such “major” or “indie” record label, company or distributor including without limitation, Company’s own record label.

ii. “Qualifying Independent Label” shall mean any record label or company not included in the definition of the Major Record Label as provided in paragraph 3(e)(i) above which has distributed any album and/or master which has exceeded an aggregate of One Hundred Thousand (100,000) streams on Apple Music, Spotify, Deezer, Tidal and YouTube in total.

4. Restrictions. Notwithstanding the foregoing (and without limitation), you may not:
a) Use Music as a musical theme in connection with a motion picture, television, radio or web production (unless you have secured a license separate from this agreement to do so;
b) Use Music in a national or international television advertising campaign by or on behalf of an entity with annual revenues of more than One Billion Dollars ($1,000,000,000) (unless you have secured a license separate from this agreement to do so;
c) Sub-license, re-sell, rent, lend, assign, gift or otherwise transfer or distribute to any third- party the Music or the right to use the Music separate and apart from the Production in which (pursuant to this agreement) it is embodied;
d) Make Music alone available on any electronic bulletin board, in a downloadable form available through the internet or otherwise including make it available via FTP, IRC, peer-to- peer file sharing services or the like;
e) Manufacture, distribute, sell or otherwise exploit records, CDs, mp3s or any other audio product embodying sound alone which incorporates Music, other than an audio-only Production expressly described in the definition of "Production" above. For the purpose of this
subparagraph the term "records" means all forms of reproductions, whether now known or
hereafter devised, manufactured or distributed primary for home use, school use, or juke box use, embodying sound alone (excluding synchronized material);
f) Use the Music in connection with other material that is pornographic, defamatory, libelous, obscene, immoral, illegal or that otherwise violates any right(s) of any third party(ies);

g) Violate export laws, restrictions or regulations, by shipping, transferring or exporting Music into any country in violation of any export laws, restrictions or regulation;
h) Use, sell, sublicense, reproduce, distribute, display, incorporate into or otherwise make Music, in whole or in part, available as, or as part of, production library content, or downloadable files or include the Music or any derivative work incorporating the Music in any other stock product, library, or collection;

i) Remix, mashup, or otherwise alter the Music [except that you may engage in basic editing of the Music (e.g., setting start/stop points, determining fade-in/fade-out points, etc.)] in connection with the exercise of the license granted under this agreement.
j) Use Music for national/international radio, national/international television, or film / TV Productions with budgets greater than Fifty Thousand Dollars ($50,000) (unless you have secured a license separate from this agreement to do so; or

k) Share any Music by providing access to the Music on shared disk drives, computer networks, intranets of any nature or otherwise.

5. Without limitation, in the event that in connection with the use of the Music authorized under this
agreement, any public performance licenses are required for the musical composition comprising the

Music, you shall be responsible for obtaining such licenses at your sole expense; Notwithstanding
anything to the contrary contained in this agreement: (a) in the event the laws of any jurisdiction

require that, in order to avoid infringement or the violation of any third party rights, licenses be obtained from collection societies or similar entities for or in connection with activities otherwise authorized under this agreement, you shall be responsible for obtaining and paying for such licenses

at your sole expense; and (b) this agreement does not include any so-called & quote; moral rights & quote; or like
rights.
6. Upon notice from us, or if you learn that any Music is subject to a threatened or actual claim of

infringement, violation of another right, or any other claim for which we may be liable, or if we remove any Music for any reason, you will remove the Music from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Music at

your own expense. We shall use our best efforts to provide you with comparable Music (which comparability will be determined by us in our reasonable commercial judgment) free of charge, but
subject to the terms and conditions set forth in this agreement.

7. Credit. When incorporating the Music in the type of Production in which copyright attribution is
customary, and subject to paragraph 3(d) above, you shall provide credit in substantially the following form:

______________________________

8. Limitation of Liability/Indemnification. TO THE FULLEST EXTENT PERMITTED BY LAW,
IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SERVICE

PROVIDERS, PARTNERS, AND LICENSORS (COLLECTIVELY, “THE ENTITIES”) BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR

ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO
OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY

MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY SPLICE ENTITY HAS BEEN INFORMED OF THE

POSSIBILITY OF DAMAGE.
TO THE FULLEST EXTENT PERMITTED BY LAW, THE AGGREGATE LIABILITY OF THE
ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR
ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER

THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE
GREATER OF $100 AND THE AMOUNTS YOU HAVE PAID TO US, IF ANY, DURING THE

SIX-MONTH PERIOD PRIOR TO THE DATE OF YOUR CLAIM AGAINST US.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED
TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS.
THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN
THIS PARAGRAPH 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF AN
ENTITY PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A ENTITY PARTY’S
NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY AN ENTITY PARTY’S FRAUD OR
FRAUDULENT MISREPRESENTATION. FOR UK USERS, WE DO NOT IN ANY WAY SEEK
TO EXCLUDE OR LIMIT LIABILITY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY
OUR NEGLIGENCE; (ii) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (iii) ANY
OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED BY ENGLISH OR EU LAW.
To the fullest extent permitted by law, you are responsible for your use of the Service, and you will
defend and indemnify US from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or
connected with: (a) Your Content; (b) your unauthorized use of, or misuse of, the Service; (b) your
violation of any portion of this agreement, or any applicable law or regulation; (c) your violation of
any third party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right (including, without limitation, in connection with any use of user content or
Music); or (d) any dispute or issue between you and any third party. We reserve the right, at our own
expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that

matter), and in that case, you will cooperate with our defense of those claims. Our total maximum
aggregate obligation and liability to any one customer for all claims shall be limited to One Thousand

United States Dollars ($1,000.00).
9. Except as specifically provided herein, neither we nor any of our directors, officers, employees,
partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential,
or incidental, arising out of the use of, or the inability to use, any Music.
10. Disclaimer of Warranties.
a. TO THE FULLEST EXTENT PERMITTED BY LAW, (A) OUR PROPERTIES AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS AND (B) WE DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED,

INCLUDING: (I) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON- INFRINGEMENT; AND (II) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW. WE DO NOT WARRANT THAT OUR PROPERTIES OR ANY PORTION OF OUR PROPERTIES WILL BE UNINTERRUPTED, TIMELY,
SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, THAT ANY OF THOSE ISSUES WILL BE CORRECTED, OR THAT THE RESULTS OBTAINED FROM USE OF THE SPLICE PROPERTIES WILL BE ACCURATE

OR RELIABLE.
ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE WEBSITE IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE
SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS SPLICE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
THE SERVICE MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. WE MAKE NO WARRANTY, REPRESENTATION OR
CONDITION WITH RESPECT TO THE SERVICE, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM US OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
FROM TIME TO TIME, WE MAY OFFER NEW “BETA” FEATURES OR TOOLS
WITH WHICH OUR USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT
OUR SOLE DISCRETION. THE PROVISIONS OF THIS SECTION APPLY WITH
FULL FORCE TO SUCH FEATURES OR TOOLS.

b. No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE
THAT WE (INLCUDING THE SERVICE AND ITS APPLICATIONS) ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD US LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
c. No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR
ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF THE SERVICE. YOU UNDERSTAND THAT WE DO NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF THE SERVICE. WE MAKE NO WARRANTY THAT THE GOODS OR SERVICES PROVIDED BY THIRD PARTIES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS. WE MAKE NO WARRANTY REGARDING THE QUALITY OF ANY SUCH GOODS OR SERVICES, OR THE ACCURACY, TIMELINESS, TRUTHFULNESS, COMPLETENESS OR RELIABILITY OF ANY USER CONTENT OBTAINED THROUGH THE SERVICE.

d. Third-Party Materials. As a part of Splice Properties, you may have access to materials
that are hosted by another party. You agree that it is impossible for Splice to monitor such materials and that you access these materials at your own risk.
11. Choice of Law. This contract will be governed by and construed in accordance with the laws of

the State of California, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect

these Terms. You hereby consent to the personal jurisdiction of the state and federal courts located
within such state. All actions, controversies and disputes arising from or relating to this agreement

shall be heard and decided exclusively before the courts located within the State, County and City of
Los Angeles, and not elsewhere. You agree that service of process in any actions, controversies and

disputes arising from or relating to this agreement may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other
party however, nothing herein shall limit the right to effect service of process in any other manner

permitted by law. This agreement shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof.
12. Termination IN THE EVENT THAT YOU BREACH ANY OF THE TERMS OF THIS OR ANY OTHER AGREEMENT WITH US, WE SHALL HAVE THE RIGHT TO TERMINATE YOUR ACCOUNT WITHOUT FURTHER NOTICE. SUCH TERMINATION SHALL BE IN ADDITION TO OUR OTHER RIGHTS AT LAW AND/OR EQUITY. CONTRIBUTORS ARE INTENDED THIRD PARTY BENEFICIARIES OF THIS AGREEMENT, AND HAVE RIGHTS

AND REMEDIES UNDER THIS AGREEMENT. YOUR RIGHTS UNDER THIS AGREEMENT
SHALL IMMEDIATELY TERMINATE UPON YOUR CESSATION OF BUSINESS, INSOLVENCY, ASSIGNMENT OF ASSETS FOR THE BENEFIT OF CREDITORS, BANKRUPTCY OR APPOINTMENT OF A TRUSTEE FOR ALL OR A PORTION OF YOUR

ASSETS. UPON TERMINATION OF THIS AGREEMENT FOR ANY REASON, YOU SHALL
IMMEDIATELY CEASE ALL USE OF THE MUSIC IN ANY FORM AND IMMEDIATELY RETURN OR DESTROY ALL COPIES OF MUSIC IN YOUR POSSESSION OR UNDER YOUR

CONTROL. ANY PROVISIONS IN THIS AGREEMENT THAT BY THEIR SENSE AND CONTEXT ARE INTENDED TO SURVIVE THE TERMINATION OF THIS AGREEMENT SHALL SURVIVE SUCH TERMINATION. ANY CAUSE OF ACTION THAT SFR Beats MAY

HAVE AGAINST YOU FOR BREACH OF THIS AGREEMENT PRIOR TO THE DATE OF TERMINATION SHALL SURVIVE SUCH TERMINATION.
13. Notice. Where the Service requires that you provide an e-mail address, you are responsible for

providing us with your most current e-mail address. In the event that the last e-mail address you provided to us is not valid, or for any reason is not capable of delivering to you any notices required/
permitted by the Terms, our dispatch of the e-mail containing such notice will nonetheless constitute

effective notice. You may give notice to us at the address below. __________
__________
__________

Such notice shall be deemed given when received by us by letter delivered by nationally recognized
overnight delivery service or first-class postage prepaid mail at the above address.
14. Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will

not be deemed a waiver of any other provision or of such provision on any other occasion.

15. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall
be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the

remaining portions shall remain in full force and effect.
16. Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties
with respect to the subject matter hereof and supersedes and merges all prior discussions between the
parties with respect to such subject matter.