Licensing Terms and Conditions

Insystech DLP End User License Agreement

(Last Updated April 26, 2020) IMPORTANT – PLEASE READ THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”) CAREFULLY BEFORE ATTEMPTING TO DOWNLOAD OR USE ANY SOFTWARE, DOCUMENTATION, OR OTHER MATERIALS MADE AVAILABLE THROUGH THIS WEB SITE (elockdoc.com). THIS AGREEMENT CONSTITUTES A LEGALLY BINDING AGREEMENT BETWEEN YOU OR THE COMPANY WHICH YOU REPRESENT AND ARE AUTHORIZED TO BIND (the “Licensee” or “You”), AND THE COMPANY AUTHORIZED TO SELL INSYSTECH INC.. (“Insystech Inc.” or “Licensor”). BY SUBSCRIBING TO INSYSTECH INC. YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY PURCHASING, DOWNLOADING, INSTALLING OR OTHERWISE USING THE SOFTWARE MADE AVAILABLE BY INSYSTECH INC. THROUGH THIS WEB SITE, YOU ACKNOWLEDGE (1) THAT YOU HAVE READ THIS AGREEMENT, (2) THAT YOU UNDERSTAND IT, (3) THAT YOU AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS, AND (4) TO THE EXTENT YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU HAVE THE POWER AND AUTHORITY TO BIND THAT COMPANY. Insystech Inc. vendors are not allowed to use the Software (as defined below) without the express permission of Insystech Inc. If you or the company you represent is a Document Management System vendor, you may not purchase a license for or use the Software unless you contact Insystech Inc. directly and obtain permission. This is a license agreement and not an agreement for sale. Insystech DLP is a software as a service (SaaS) solution that provides data loss prevention services such as content redaction and classification. Article I of this Agreement contains defined terms. Article II of this Agreement governs the licensing of Insystech Inc. to the Licensee Article III of this Agreement governs Licensee usage of Integrated Products Article IV of this Agreement governs Pricing, Payments, Transactions and Taxes Article V of this Agreement contains the General Terms. I. CERTAIN DEFINITIONS “Authorized End Users” means Your own end-user licensees, each of whom is authorized to use Insystech Inc. solely as part of Your “Tenant(s)” and any “Integrated Products” pursuant to an end-user license that meets the requirements of this Agreement. “Integrated Products” means plug-ins, libraries, packages and/or custom extensions developed by you for use with the Insystech DLP service. “Integrated Products” as defined herein, are limited to Insystech Inc. components which: (i) are developed by Your Licensed Developers, and (ii) add plug-ins, libraries, packages and/or custom extensions beyond the functionality provided by the incorporated components of the Software. “Source Code” means software, database and/or customizations that make up the Insystech Inc. Software, excluding “Integrated Products” developed by You. “Licensed Developer” means one of Your employees or third-party consultants authorized to develop components specifically for You using the Software in accordance with this Agreement. “Software” means the Insystech DLP Software Program. “Subscription Period” means the applicable period from the date on which You purchase the license for the Software, for which You have purchased updates and support. II. INSYSTECH DLP SOFTWARE Subject to the terms of this Agreement, Insystech Inc. hereby grants to You the following limited, non-transferable, perpetual, worldwide, royalty-free, non-exclusive licenses to use Insystech DLP Software solely as specified in this Agreement Any and all rights in the Insystech DLP Software not expressly granted to You hereunder are reserved in all respects by Insystech Inc.. Except as expressly granted in this Agreement, You are not licensed to use, copy, modify, or distribute copies of all or any portion of the Insystech DLP Software. 1. Development License Grants for Insystech DLP Software 1.1 Insystech Inc. Software Developer License Grant. Subject to the terms and conditions set forth in this Agreement, Your Licensed Developers may use the Insystech Inc. Software to create business solutions using the Insystech DLP open API accordance with Section 5.3 only in the development of Your Integrated Products. 2. Insystech Inc. Software User License Grant. Subject to the terms and conditions set forth in this Agreement, Your Users may use the Insystech DLP in accordance with Section 5.3. Users may also use Your “Integrated Products” in accordance with terms agreed between You and Your Customers in accordance with Section 5.3.

2.1 Integrated Product User License (IPU). Subject to the terms and conditions set forth in this Agreement, IPU license may be applied to users that use Insystech DLP with one or more of Your “Integrated Products” ONLY. Users with IPUs that have been found to use Insystech Inc. for reasons other than Your “Integrated Products” will be subject to the standard user license terms. 2.2 Insystech DLP Software User Scope of Use. Limits imposed on content redaction services correspond to the maximum number of pages / minutes You have purchased from Insystech Inc. hereunder. This means that, at any given time, the number of pages/minutes redacted cannot exceed the number of pages / minutes that You have purchased from Insystech Inc. and for which You have paid Insystech Inc. all applicable license fees pursuant to this Agreement. The Insystech Inc. Software is in “use” on a computer so long as the user account is active. Your Licensed Users may use the Insystech Inc. Software on multiple machines, so long as it is not being used simultaneously for operational purposes at any given time by more pages/minutes than You have licensed. 3. Redistribution 3.1 License for Redistribution. You may distribute the Insystech DLP Software for use solely in conjunction with Your Integrated Products, to Your Authorized End Users only pursuant to an end-user license that meets the requirements of this Section. You are not permitted to distribute the Insystech DLP Software pursuant to this Section: as a standalone product; or as a part of any product other than Your Integrated Product. Your end-user license agreement must: impose the limitations set forth in this paragraph on Your Authorized End Users; prohibit distribution of the Insystech DLP Software by Your Authorized End-Users; limit the liability of Your licensors or suppliers to the maximum extent permitted by applicable law; and prohibit any attempt to disassemble the code, or attempt in any manner to reconstruct, discover, reuse or modify any source code or underlying algorithms of the Insystech Inc. Software, except to the limited extent as is permitted by law notwithstanding contractual prohibition. Notwithstanding the foregoing, You may distribute Your Integrated Product to Your employees without an end user license agreement, however, you are solely liable and responsible for such employees’ compliance with the end user license requirements set forth in this section. For avoidance of doubt, Your Authorized End Users are not permitted to use the Insystech DLP Software, or any portions thereof, for software development or application development purposes unless they also purchase a separate developer user license from Insystech Inc. for each of the users. 3.2 License Limitations 3.2.1 You must ensure that the Insystech DLP Software is not distributed in any form that allows it to be reused by any application other than Your solution. Please contact [e-mail] for any additional questions. 3.2.2 You must include a valid copyright message in Your Integrated Products in a location viewable by Authorized End-Users (e.g. “About” box) that will serve to protect Insystech Inc.’s copyright and other intellectual property rights in the Software. 3.2.4 You must have a valid Insystech Inc. Software Development license as specified in section 1. 4. Support, Updates and Source Code for Insystech Inc. DLP Software During the Subscription Period, You are entitled to updates for the Insystech DLP Software as a Service. 4.1.1 Support Package Fair Usage Policy. Insystech Inc. may limit or terminate Your access to any or all of the support services available under the applicable Insystech DLP Software if Your use of the support services is determined by Insystech Inc., in its sole and reasonable discretion, to be excessive. 4.1.2 In no event will Insystech Inc. provide support of any kind to end-users of Your Integrated Products. 4.2 Insystech DLP Software Updates. During the Subscription Period, You agree to receive periodic and incremental updates automatically for Insystech Inc. Software that You licensed. You may use the resulting updated Insystech DLP Software only in accordance with the terms of this Agreement. Subscription renewals will be governed by the terms of this Agreement. 4.3 Insystech DLP Software as a Service . The Insystech DLP Software as a Service is provided to You so that You can use the service and create Integrated Products under the terms of this Agreement. 4.3.1 While Insystech Inc. does not claim any ownership rights in Your Integrated Products, any modifications to the Insystech DLP Software Source Code related to the Integrated Products will be the exclusive property of Insystech Inc., and You agree to and hereby do assign all right, title and interest in and to such modifications and all rights associated therewith to Insystech Inc.. 4.3.2 You will be entitled to use modifications of the Insystech DLP Software Source Code developed by You under the terms of this Agreement and Insystech Inc. hereby grants You a license to use such modifications pursuant to Section 1. 4.3.3 You acknowledge that, except as otherwise provided for in this Agreement, the Insystech DLP Software source code is confidential and contains valuable and proprietary trade secrets of Insystech Inc.. Except as otherwise provided in this Agreement, under no circumstances may any portion of the Insystech DLP Software’s source code or any modified version of the source code be distributed, disclosed or otherwise made available to any third party. 4.3.4 Insystech Inc. DOES NOT provide technical support for any source code that has been modified by any party other than Insystech Inc.. 4.3.5 Modifications to the Insystech DLP Software’s source code to support Your Integrated Products is provided “as is”, without warranty of any kind. III. INTEGRATED PRODUCTS 1. Submission. You must submit to Insystech Inc. each “Integrated Product” and the metadata that you wish to make available to your customers including any updates to each Integrated Product. You are solely responsible and liable for Your Integrated Product that You own and distribute. You are responsible for delivering and supporting your Integrated Product. 2. Updates to Integrated Products. You may submit updates to Your Integrated Products. Those updates are subject to all of the requirements of this Agreement. You may not add any new functionality to your Integrated Product via an update which requires written consent from the Customer without first providing notice to Your Customer and obtaining any consents as may be required by law in the markets where you choose to distribute your Integrated Product. 3. Evaluation and Testing. Use your existing Insystech DLP Software license and for testing of your Integrated Products. ​ 4. Content. You are solely responsible for selecting all content made available through your Integrated Product, including your Integrated Product’s Assets, and for ensuring that such content complies with the terms of this Agreement and all applicable laws and regulations. Insystech Inc.’s promotion of Your Integrated Product does not constitute any representation or acknowledgement by Insystech Inc. that the Integrated Product complies with such requirements, nor does it constitute any acceptance by Insystech Inc. of any responsibility or liability in connection with such requirements. 5. Responding to Claims. If Insystech Inc. receives a claim from a third party requesting that your Integrated Product be changed or removed, Insystech Inc. may remove the Integrated Product and/or refer that claim to you. You must respond to the notice as soon as reasonably practicable. If you discover that your Integrated Product violates the terms of this Agreement, you must immediately notify Insystech Inc. and work with Insystech Inc. to repair the Integrated Product. 6. Making a Claim. If you believe another Integrated Product violates your rights, you may submit a claim to Insystech Inc. by contacting [e-mail]. 7. Integrated Product Placement and Promotion. Insystech Inc. reserves the right, in its sole discretion, to make (or to designate Affiliates or third parties to make) all decisions regarding placement or promotion of Integrated Products. 8. Removal Policies. Insystech Inc. may remove or suspend the availability of any Integrated Product for any reason. Reasons may include, without limitation, (i) your breach of the terms of this Agreement or the Documentation; (ii) your express termination of this Agreement or of the license grants associated with an Integrated Product; (iii) an assertion or claim that your Integrated Product infringes the intellectual property rights of a third party; (iv) complaint(s) about the content or quality of your Integrated Product. Insystech Inc. may also may disable previously of an Integrated Product if Insystech Inc. believes that the Integrated Product could cause harm to end users or their devices, third parties (including any Covered Parties) or any network, or to comply with any judicial process, government order or lawsuit settlement. Unless your Integrated Product that accrued is removed or disabled for breach of this Agreement or in response to an infringement allegation, Insystech Inc. will pay to you the amounts owed, if any, in connection with the distribution of your Integrated Product that accrued before removal or disablement. Insystech Inc.’s termination and suspension rights are without prejudice to its other rights and remedies. IV. PRICING, PAYMENTS, TRANSACTIONS AND TAXES. 1. Insystech Inc. User Fees. The Insystech DLP Software subscription must be purchased in advance by either You or Your customers. The limits for content redaction for You and Your Customers at any time must never exceed the number of Your purchased licenses. V. GENERAL TERMS 1. Delivery Insystech Inc. shall make available as a Service to Licensee the Software licensed hereunder. 2. Term and Termination This Agreement and the License granted hereunder shall continue until terminated in accordance with this Section. Unless otherwise specified in this Agreement, the License granted hereunder shall last as long as You use the Software in compliance with the terms herein. Unless otherwise prohibited by law, and without prejudice to Insystech Inc.’s other rights or remedies, Insystech Inc. shall have the right to terminate this Agreement and the License granted hereunder immediately if You breach any of the material terms of this Agreement, and You fail to cure such material breach within thirty (30) days of receipt of notice from Insystech Inc.. Upon termination of this Agreement, all Licenses granted to You hereunder shall terminate automatically and You shall immediately cease use and distribution of the Software; provided, however, that any sublicenses granted to Your Authorized End-Users in accordance with Article II, Section 4 shall survive such termination if such Authorized End-Users are in compliance with their license agreements with You. You must also destroy all copies of the Software not integrated into a live, functioning instance(s) of Your Integrated Product(s) already installed, implemented and deployed for Your Authorized End-User(s). 3. Product Discontinuance Insystech Inc. reserves the right to discontinue the Software or any component of the Software, whether offered as a standalone product, a bundled set of products, or solely as a component, at any time. However, Insystech Inc. is obligated to provide support in accordance with the terms set forth in this Agreement for all such discontinued Software, bundle, or components for a period of one year after the date of discontinuance. 4. Intellectual Property All title and ownership rights in and to the Software (including, but not limited to, any images, photographs, animations, video, audio, music, or text embedded in the Software), the intellectual property embodied in the Software, and any trademarks or service marks of Insystech Inc. that are used in connection with the Software are and shall at all times remain exclusively owned by Insystech Inc. and its licensors. All title and intellectual property rights in and to the content that may be accessed through use of the Software is the property of the respective content owner and may be protected by applicable copyright or other intellectual property laws and treaties. This Agreement grants You no rights to use such content. Any open source software that may be delivered by Insystech Inc. embedded in or in association with Insystech Inc. products is provided pursuant to the open source license applicable to the software and subject to the disclaimers and limitations on liability set forth in such license. 5. Collection and Use of Data Insystech Inc. uses tools to deliver certain Software features and extensions, identify trends and bugs, collect activation information, usage statistics and track other data related to Your use of the Software as further described in the most current version of Insystech DLP Privacy Policy (located at: https://insystech-dlp.gitbook.io/docs/legal/privacy-policy). By Your acceptance of the terms of this Agreement and/or use of the Software, You authorize the collection, use and disclosure of this data for the purposes provided for in this Agreement and/or the Privacy Policy. 6. Updates The parties agree and acknowledge that updates provided to You as part of this Agreement may include new software updates governed by additional terms and conditions. By subscribing to the software as a service you shall be deemed to have accepted these additional license terms. If You do not agree to these additional terms and conditions, You should not use the new software updates. In case of a conflict between the terms and conditions of the Agreement and the terms and conditions applicable to any new product made available to You as part of any updates, the terms and conditions of this Agreement shall govern. 8. Limited Warranty Insystech Inc. warrants solely that the Software will perform substantially in accordance with the accompanying written materials for a period of ninety (30) days after the date on which You purchase the license for the Software. Insystech Inc. does not warrant the use of the Software will be uninterrupted or error free at all times and in all circumstances, nor that program errors will be corrected. This limited warranty shall not apply to any error or failure resulting from (i) machine error, (ii) Licensee’s failure to follow operating instructions, (iii) negligence or accident, (iv) modifications to the Software by any person or entity other than Insystech Inc. or (v) Licensee’s use of the Software outside the terms of this Agreement. In the event of a breach of warranty, Licensee’s sole and exclusive remedy and Insystech Inc. sole and exclusive obligation, is repair of all or any portion of the Software. If such remedy fails of its essential purpose, Licensee’s sole remedy and Insystech Inc.’s maximum liability shall be a refund of the paid purchase price for the defective Software only. This limited warranty is only valid if Insystech Inc. receives written notice of breach of warranty no later than thirty (30) days after the warranty period expires. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION, INSYSTECH INC. DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 9. Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL INSYSTECH INC. BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, INSYSTECH INC. ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE LICENSE FEES LICENSEE PAID TO INSYSTECH INC. FOR THE SOFTWARE GIVING RISE TO SUCH DAMAGES, NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT BE APPLICABLE. INSYSTECH INC. IS NOT RESPONSIBLE FOR ANY LIABILITY ARISING OUT OF CONTENT PROVIDED BY LICENSEE OR A THIRD PARTY THAT IS ACCESSED THROUGH THE SOFTWARE AND/OR ANY MATERIAL LINKED THROUGH SUCH CONTENT. ANY DATA INCLUDED IN THE SOFTWARE UPON SHIPMENT FROM ELOCKDOC IS FOR TESTING USE ONLY AND INSYSTECH INC. HEREBY DISCLAIMS ANY AND ALL LIABILITY ARISING THEREFROM. 10. Indemnity You agree to indemnify, hold harmless, and defend Insystech Inc. and its resellers from and against any and all claims, lawsuits and proceedings (collectively “Claims”), and all expenses, costs (including attorney's fees), judgments, damages and other liabilities resulting from such Claims, that arise or result from (i) Your use of the Software in violation of this Agreement, (ii) the use or distribution of Your Integrated Product or (iii) Your modification of the Software’s source code. 11. Confidentiality Except as otherwise provided herein, each party expressly undertakes to retain in confidence all information and know-how transmitted or disclosed to it that the disclosing party has identified as being proprietary and/or confidential or that, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as proprietary and/or confidential, and expressly undertakes to make no use of such information and know-how except under the terms and during the existence of this Agreement. However, neither party shall have an obligation to maintain the confidentiality of information that (i) it received rightfully from a third party without an obligation to maintain such information in confidence; (ii) the disclosing party has disclosed to a third party without any obligation to maintain such information in confidence; (iii) was known to the receiving party prior to its disclosure by the disclosing party; or (iv) is independently developed by the receiving party without use of the confidential information of the disclosing party. Further, either party may disclose confidential information of the other party as required by governmental or judicial order, provided such party gives the other party prompt written notice prior to such disclosure and complies with any protective order (or equivalent) imposed on such disclosure. Without limiting the foregoing, Licensee shall treat any source code for the Software as confidential information and shall not disclose, disseminate, or distribute such materials to any third party without Insystech Inc.’s prior written permission. Each party’s obligations under this Section 11 shall apply at all times during the term of this Agreement and for five (5) years following termination of this Agreement, provided, however, that (i) obligations with respect to source code shall survive in perpetuity and (ii) trade secrets shall be maintained as such until they fall into the public domain. 12. Governing Law This Agreement will be governed by the law of Fairfax, Virginia, without regard to the conflict of laws principles thereof. If any dispute, controversy, or claim cannot be resolved by a good faith discussion between the parties, then it shall be submitted for resolution to a State or Federal court or competent jurisdiction in Fairfax, Virginia, USA, and the parties hereby agree to submit to the jurisdiction and venue of such court. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. If any provision of this Agreement is to be held unenforceable, such holding will not affect the validity of the other provisions hereof. Failure of a party to enforce any provision of this Agreement shall not constitute or be construed as a waiver of such provision or of the right to enforce such provision. 13. Entire Agreement This Agreement shall constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous communications regarding the subject matter hereof. Use of any purchase order or other Licensee document in connection herewith shall be for administrative convenience only and all terms and conditions stated therein shall be void and of no effect. The terms and conditions contained in this Agreement shall prevail over any inconsistent provisions in any form or other paper submitted by Licensee. In cases where this license is being obtained through an approved third party, these terms shall supersede any third party license or purchase agreement. 14. No Assignment You may not assign, sublicense, sub-contract, or otherwise transfer this Agreement, or any rights or obligations under it, without Insystech Inc.’s prior written consent. 15. Survival Any provisions of the Agreement containing license restrictions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of the Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement. 16. Severability If a particular provision of this Agreement is terminated or held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, this Agreement shall remain in full force and effect as to the remaining provisions. This Agreement represents the entire understanding between the parties with respect to the subject matter. 17. Force Majeure Neither party shall be deemed in default of this Agreement if failure or delay in performance is caused by an act of God, fire, flood, severe weather conditions, material shortage or unavailability of transportation, government ordinance, laws, regulations or restrictions, war or civil disorder, or any other cause beyond the reasonable control of such party. 18. Export Classifications You expressly agree not to export or re-export Insystech DLP Software or Your Integrated Product to any country, person, entity or end user subject to U.S. export restrictions. You specifically agree not to export, re-export, or transfer the Software to any country to which the U.S. has embargoed or restricted the export of goods or services, or to any national of any such country, wherever located, who intends to transmit or transport the products back to such country, or to any person or entity who has been prohibited from participating in U.S. export transactions by any federal agency of the U.S. government. You warrant and represent that neither the U.S.A. Bureau of Export Administration nor any other federal agency has suspended, revoked or denied Your export privileges. 19. Commercial Software The Programs and the Documentation are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States. 20. Reports and Audit Rights. Licensee shall grant Insystech Inc. audit rights against Licensee upon two weeks written notice, to verify Licensee’s compliance with this Agreement. Licensee shall keep adequate records to verify Licensee’s compliance with this Agreement. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, THAT YOU UNDERSTAND THIS AGREEMENT, AND UNDERSTAND THAT BY CONTINUING THE INSTALLATION OF THE SOFTWARE PRODUCT, BY LOADING OR RUNNING THE SOFTWARE PRODUCT, OR BY PLACING OR COPYING THE SOFTWARE ONTO YOUR COMPUTER HARD DRIVE, YOU AGREE TO BE BOUND BY THIS AGREEMENT’S TERMS AND CONDITIONS. YOU FURTHER AGREE THAT, EXCEPT FOR WRITTEN SEPARATE AGREEMENTS BETWEEN INSYSTECH INC. AND YOU, THIS AGREEMENT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THE RIGHTS AND LIABILITIES OF THE PARTIES.