If you represent a music rights holder, label, performer or author click here.

If you have discovered copyrighted content on our Service, click here.

In addition to these Terms of Service, please read our Privacy Policy.

Protecting Your Information

• You have to be at least 13 years old to use our Service.
• We have to abide by some licensing rules, so we can only stream full-length songs to you if you’re within the United States.
• Some songs have explicit content. So, expect to hear some songs/ lyrics that you might not like or agree with.
• We can’t control, monitor or prevent content, including comments and messages users send. Thus, we can’t be held responsible for their actions.
• It’s your responsibility to keep your user information private (including your password).
• ShoutOut Radio is for personal use only. That means you can’t use our Services to play in your business, bar or public spaces.
• You can’t use our Service in anyway other way than what it is intended to do. That means you can’t copy, sell, record or do anything that is illegal.
• Do not use any of our Services if you do not agree to the Terms defined here. If you use our Services, that means you have fully agreed to our Terms, Privacy Policy and DMCA Policy.

Terms of Service

ShoutOut Radio, Inc.. ("ShoutOut Radio", "our", "us" or "we") provides ShoutOut Radio® an online service that allows users to find, share and listen to music (the “Service” or "Services" or “ShoutOut Radio”) through our website, accessible at www.shoutoutradio.com (the "Site"), and our application for mobile devices (the "Application").

Please read carefully the following Terms of Service ("Terms", “Agreement”), our Privacy Policy, and our Copyright Policy. These Terms govern your access to and use of the Site, Application and Services and constitute a binding legal agreement between you and ShoutOut Radio.

We may from time to time modify these Terms and will post a copy of the amended Agreement here at this URL: http://shoutoutradio.com/terms, in addition, will notify you on our blog at http://blog.shoutoutradio.com. If you do not agree to, or cannot comply with, these Terms as amended, you must stop using our Services. You will be deemed to have accepted the Terms as it may be amended from time to time if you continue to use any of our Services after any amendments are posted.

Your Account

Age Limit

You must be 13 years old to use any part of our Services. In addition, if you are between 13 and 17 years old, you must follow:

PARENTAL ADVISORY. IF YOU ARE A USER BETWEEN THE AGES OF 13 AND 17, PLEASE REVIEW THESE TERMS OF SERVICE WITH YOUR PARENTS. OUR SERVICES ARE NOT DESIGNED FOR USE BY CHILDREN UNDER THE AGE OF 13 AND WE DO NOT INTENTIONALLY COLLECT PERSONAL INFORMATION FROM CHILDREN ON OUR SITE OR APPLICATION. BECAUSE THE SERVICES MAY PROVIDE ACCESS TO MUSIC OR OTHER CONTENT THAT CONTAINS EXPLICIT CONTENT INCLUDING STRONG LANGUAGE OR DEPICTIONS OF VIOLENCE, SEX OR SUBSTANCE ABUSE, PARENTAL DISCRETION IS ADVISED FOR ALL USERS AGES 13 TO 17.

Fees

Access to use our Services is currently available without charge. We reserve the right to charge a fee for use of our Services at any time in the future. Your access to our Services before such time does not entitle you to use the Services without charge in the future.

In addition, we sometimes provide the option of purchasing song(s) to download. This option incurs a cost defined by iTunes. If you chose the option, which is not required by you to use our Services, you understand that the transaction is solely between you and iTunes, and ShoutOut Radio is not responsible for fulfillment, security or any reaction, damages or outcomes. We do not collect, ask for, or require you to provide any payment or billing information to use our Services.

Abuse Policy

In accessing and using our Services, you agree that you will not:

1. deliver any unsolicited advertisement, promotional materials, junk email, bulk email (also known as "spam"), surveys or contests, or solicit participation in any illegal activity;
2. deliver any unlawful (according to local, state, federal, or international law or regulation) content to or through our Services, or any content which advocate illegal activity;
3. deliver, allude to, or provide links to any content containing material that could be considered harmful, obscene, pornographic, indecent, lewd, violent, abusive, profane, insulting, threatening, harassing, hateful or otherwise objectionable;
4. deliver, or provide links to, any content containing material that harasses, victimizes, degrades, or intimidates an individual or group of individuals on the basis of religion, race, ethnicity, sexual orientation, gender, age, or disability;
5. deliver any content that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity;
6. impersonate another person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity, or adopt a false identity if the purpose of doing so is to mislead, deceive, or defraud another;
7. deliver any content containing personal information, such as phone numbers, social security numbers, account numbers, addresses or employer references;
8. provide your password to any other person or use any other person's user name and password;
9. copy, reproduce, download, “rip”, record, make available to the public, use for personal use or otherwise use any part of our Services or its content (including but not limited to music, images and text) in a manner not expressly permitted under these Terms;
10. reverse-engineer, decompile, disassemble, modify or create derivative works based on our Services or any part thereof;
11. circumvent any technology used by our Services, its licensors, or any third party to protect content accessible through the Site and Application;
12. use our Services in a way that violates the terms of this Agreement;
13. provide your password to any other person or use any other person's user name and password;
14. circumvent any territorial restrictions applied by our Services;
15. artificially increase play count, change how songs are streamed, gain access to playlist(s) or otherwise, or in any way, manipulate our Services, the Site, or the Application with or without the use of a script(s),reverse engineering or any other manual or automated process;

In addition to the above, you agree to take all reasonable care to prevent unauthorized use of our Services and its content. You also acknowledge and agree that we can suspend or permanently delete your account at any time and is of ShoutOut Radio’s absolute discretion to consider such action as appropriate.

Personal Rights and Data

You can use basic components of our Services without registering, but, in order to access certain features of the Site, Application and Services, and to post any content, you must register to create an account ("Account") and become a member ("Member.") During the registration process, you will be required to provide access by ShoutOut Radio to Facebook to obtain certain information such as your email address, profile and friends. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. ShoutOut Radio reserves the right to suspend or terminate your Account if any information provided during the registration process or thereafter proves to be inaccurate, not current or incomplete. You are responsible for safeguarding your password. You agree not to disclose your password to any third party and to take sole responsibility for any activities or actions under your Account, whether or not you have authorized such activities or actions. You will immediately notify ShoutOut Radio of any unauthorized use of your Account.

While using our Services, you agree to allow the Site and/or Application to share on your behalf your activity to your social networks and friends. This is enabled by default when using the Application. You can opt-out of this by modifying your settings within the Application.

As a Member of this Service, we may send notifications to you via email, mobile text message, or through conspicuous posting on the Site and/or Application, as determined by ShoutOut Radio in its sole discretion. We reserve the right to determine the form and means of providing notifications to you. We will provide an option to opt-out of most communication methods, but some are required to use our Service.

Limited License

You are granted a limited, non-exclusive, revocable license to make personal non-commercial use of our Services (including a right to download the Application) and to receive by streaming, the media content made available through our Services in the United States. You do not have a right to transfer or sublicense your rights under this Agreement. Third party components included in our Services are licensed to you either under this Agreement, or under the relevant third party component license terms, as applicable, and published in the “3rd Party Services” within this agreement.

About The Music

Explicit Content

Certain music albums available on or through our Services may be subject to the Recording Industry Association of America ("RIAA") "Parental Advisory Label" (as defined at http://www.riaa.com/issues/parents/advisory.asp). The RIAA assigns the Parental Advisory Label to an entire album and not the individual songs on the album. Using our best efforts, those individual songs from such labeled albums will be labeled as "explicit" within our Services. Using our best efforts, any of your searches on our Services return explicit songs, they will be identified as such in the search results area. Note, that songs that were recorded prior to 1985 are not subject to the RIAA Parental Advisory Label. ShoutOut Radio shall have no liability or responsibility to you for any content or materials, including explicit songs that may be available in connection with our Services that you might find to be offensive, indecent or objectionable.

Availability

Our Service is to be used within the United States only. Since we don’t have full control over our app being downloading by users outside the United States, it is known that those users will have a limited experience on how they consume our Services. Due to licensing agreements, laws and copywrite rules, some songs and features may not be available. In addition, we use our best efforts to ensure the accuracy of the music coming from our Service. We don’t make any guarantees or warrantees that we have all songs/ artist/albums, any and all versions, and/or their completeness. Also, some or all of the music data: lyrics, artwork, and music may not be accurate.

Rights and Ownership

Artistic Work

ShoutOut Radio respects the work of others. All songs, albums, artwork or any content is owned by the original creator/ author. You cannot use, license, copy or in any way modify or leverage any content, including any artwork made available from our Services.

Streaming

ShoutOut Radio follows a very strict set of rules to operate as a non-interactive radio service, which are set forth by the DMCA, Digital Millennium Copyright Act of 1998, the text of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf.

We are licensed through, and pay royalties to BMI, ASCAP, SECAP and SoundExchange.

To follow the non-interactive, DMCA rules, your experience maybe limited based on your location or usage of the Service. Some songs maybe streamed in their entirety, or some, or all songs may be streamed in a preview only format. This preview format is supported and licensed through Apple, Inc. You will find a clear option to purchase the song, through iTunes, that is being streamed in a preview format.

If you represent a music rights holder, label, performer or author and are unclear on how we are DMCA (non-interactive) compliant, please contact us. With respect to our trade secretes, we will answer and provide guidance on our DMCA methods and safeguards.

Services We Provide

On The Web

You are required to have the most recent, stable version of a web browser in order to use our Services. You may find links to 3rd party sites within any part of the Site. We are not responsible or liable for the content or actions caused by these links, nor do we indorse the content. In addition to the web experience, we provide special formatting for you to view our Services on mobile web browsers. This is provided as is and is formatted within our best efforts.

On Mobile Devices

You are required to have the most recent mobile version of the Application on your mobile device in order to use our Services. The Application may be acquired only via the official channels authorized by ShoutOut Radio. You agree that your access to and right to use the Application is expressly conditioned on your registering as a mobile subscriber via a mobile application platform, which may include additional terms and conditions outside and in addition to this Agreement. Only devices that are supported by the Application may be used to access our Services and you agree that ShoutOut Radio has no obligation to support any particular make or model of device, whether or not such make or model is currently, or was previously supported by ShoutOut Radio.

You understand that to use our Services, you may incur fees from your mobile application platform provider for sending and receiving text messages, data to and from our Services or any activity that requires any fee set forth by your provider. We are not responsible for, or in any part of, these fees.

Technical Limitations

ShoutOut Radio will make reasonable efforts to keep our Services operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. We reserve the right at any time, and from time to time, to modify or discontinue, temporarily or permanently, functions and features of our Services with or without notice.

Intellectual Property

You acknowledge and agree that ShoutOut Radio, and its licensors, retain all right, title and interest in and to all data and information (excluding data and information that you provide), content and materials provided on or through our Services (including, without limitation, the musical compositions, audiovisual works, editorial and contextual information (about artists and songs), text, images, photographs, videos, graphics, page headers, the selection and arrangement of elements displayed on or through the our Services, the compilation of all content and materials on our Services, and the business process, procedures, methods and techniques used in the Service) and all associated patent rights, copyright rights, trademark rights, trade secret rights and other intellectual property and proprietary rights recognized anywhere in the world.

ShoutOut Radio® and the ShoutOut Radio logo are registered trademarks. All other proprietary trademarks, service marks, trade names, slogans, logos, and other indicia of origin that appear on or in connection with our Services (including, without limitation, as displayed on or through any of the Applications or Site) are the property of ShoutOut Radio. ShoutOut Radio’s intellectual property, including, without limitation, its trademarks and “look and feel”, may not be used in any manner that is likely to cause confusion among users, or in any manner that disparages ShoutOut Radio. All rights are expressly reserved.

All third party trademarks, logos, photographs, images, audio and audio-visual content, programming, and other intellectual property contained on or within our Services are the property of the respective third parties, including the respective content owners, and may be protected by applicable copyright, trademark or other intellectual property laws and treaties. Each such third party expressly reserves all rights into such intellectual property. Use of third party software or services is subject to the terms and conditions of the applicable third party license agreements, and you agree to look solely to the applicable third party and not to ShoutOut Radio to enforce any of your rights in relation thereto.

You agree not to do any of the following:

1. post, upload, publish, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy;
2. use, display, mirror or frame the Application or Site, or any individual element within the Application or Site, ShoutOut Radio's name, any ShoutOut Radio trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, except as explicitly permitted herein, without ShoutOut Radio's express written consent;
3. access, tamper with, or use non-public areas of the Site or Application, computer systems, or the technical delivery systems of ShoutOut Radio;
4. attempt to probe, scan, or test the vulnerability of any of our systems or service providers, including any part of our Services, network and/or breach any security or authentication measures;
5. deliver any content that infringes or violates any intellectual property or other right of any entity or person, including, without limitation, copyrights, patents, trademarks, laws governing trade secrets, rights to privacy, or publicity;
6. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by our Services or any of ShoutOut Radio service providers or any other third party (including another user) to protect the Site, Services, and Application;
7. attempt to access or search the Site, Application, Services or download content from the Site, Application or Services through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software or search agents provided by ShoutOut Radio or other generally available third party web browsers.

ShoutOut Radio will have the right to investigate and prosecute violations of any of the above to the fullest extent of the law. We may involve and cooperate with law enforcement authorities in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of our Services or to review or edit any user content. But we do have the right to do so for the purpose of operating our Services, to ensure your compliance with these Terms, or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental body.

3^rd Party Services

Our Services rely on the help of the additional, 3rd party services. Each has it’s own set of Terms that you must follow. By using our Service, you express understanding of and agree to the following terms, privacy and any other policies listed hereunder:

• Last.fm Ltd. http://www.last.fm/legal/terms
• Apple, Inc./ iTunes http://www.apple.com/legal/terms/site.html

Warrantee and Disclaimers

No Warranties

You understand that the processing and transmission of communications relating to the use of any of our Services may involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting to various networks or devices. Therefore, you agree that ShoutOut Radio will not be responsible or liable for the timeliness, deletion, mis-delivery or failure to store any data, information or content that you provide for display on or through the Site, Application or for transmission through the use of any of our Services.

Our Services, Site, Application and all information and materials provided through the same are provided on an “as is” and “as available” basis without any warranty or condition, express or implied. To the maximum extent permissible under applicable law, ShoutOut Radio, and each of its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, specifically disclaim all implied warranties including, without limitation, implied warranties of title, quality, performance, merchantability, fitness for a particular purpose and non-infringement. Further, no warranties shall be implied by any course of dealing or course of performance.

ShoutOut Radio makes no representation or warranty that (i) the Services will meet your expectations or requirements, (ii) the Services will be available, uninterrupted, timely, secure, accurate, complete or error-free, (iii) any results or information that may be obtained from the use of the Service will be accurate, timely, complete or reliable, (iv) any errors or defects in the Service will be corrected, or (v) the Services and/or the servers that make the Services available are free of viruses, clocks, timers, counters, worms, software locks, Trojan horses, trap doors, time bombs or any other harmful codes, instructions, programs or components. Operation of the Service may be interfered with by numerous factors outside of ShoutOut Radio’s control including, but not limited to, telecommunications network disruptions. ShoutOut Radio is not responsible and will have no liability for any failures of the Internet or any data or telecommunications equipment, system or network used in connection with the Service. You acknowledge that the entire risk arising out of the use, inability to use or performance of any of our Services remains with you to the maximum extent permissible under law.

For the avoidance of doubt, no provider of a mobile application platform has any warranty obligation, or any obligation to provide maintenance and support services, with respect to any mobile application or the service.

Some jurisdictions do not allow the disclaimer of implied warranties, so the foregoing disclaimers may not apply to you. You acknowledge and agree that your sole remedy for any problems or dissatisfaction with any of our Services is to terminate your account and discontinue use of the Service.

Limitation of Liability

To the maximum extent permissible under applicable law, in no event shall ShoutOut Radio or its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, be liable with respect to the Service, your use of the Services or any other materials or services provided to you by ShoutOut Radio or any other subject matter of these Terms, whether based on contract, tort, strict liability or other theory, for (i) any lost or corrupted data, lost profits, loss or damage to any computer, mobile phone or other device or any special, incidental, indirect or consequential damages, even if such parties have been advised of the possibility of such damages or if such damages were foreseeable, or (ii) the cost of procuring substitute goods, services or technology. To the maximum extent permissible under applicable law, the aggregate liability of ShoutOut Radio and its directors, officers, employees, agents, representatives, stockholders, joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, or any of them, to you or any third party in any circumstance shall not exceed one hundred dollars ($100). Some jurisdictions do not allow the exclusion of incidental or consequential damages or limitation of liability, so the above exclusions and limitations may not apply to you.

For the avoidance of doubt, to the maximum extent permissible under applicable law, no provider of a mobile application platform will have any liability to you with respect to any mobile Application or the Service.

Termination

You agree that ShoutOut Radio, in its sole discretion and without notice or liability to you, may terminate or suspend your use of, or access to, the Service at any time if ShoutOut Radio believes in good faith that you have violated or acted inconsistently with any provision of these Terms or any applicable law, rule or regulation or that you have engaged in conduct that ShoutOut Radio reasonably determines to be inappropriate or unacceptable. ShoutOut Radio may in its sole discretion, and at any time, discontinue providing the Services, or any part thereof, on notice to you.

Indemnity

You agree to defend, indemnify and hold ShoutOut Radio and its joint venturers, licensors, suppliers, vendors, distributors, advertisers and other contracting parties, together with their respective affiliates, successors, assigns, employees, consultants, agents, directors, officers, members and stockholders, harmless from and against any and all claims, actions, proceedings and suits and all related liabilities, losses, damages, judgments, settlements, penalties, fines, costs and expenses (including reasonable attorneys’ fees and costs) arising out of (i) your access, use or misuse of any of our Services, (ii) your breach or alleged breach of these Terms, (iii) your violation or of any law, rule, regulation or rights of others in connection with your use of any of the Services including, without limitation, infringement of anyone else’s intellectual property rights, or (iv) your use or disclosure of another person’s personal information including, without limitation, financial or credit information. Without limiting the foregoing, you acknowledge that certain countries may require you to pay a use, sales, consumption, value added or other tax in connection with your use of our Services. The payment of any such tax, if required, is your responsibility. The foregoing indemnity obligations will apply to any damages ShoutOut Radio may incur in connection with your failure to pay any such tax.

Copyright Policy

ShoutOut Radio respects the intellectual property rights of others and we ask our users to do the same. If you believe a user of the Service, or the Service itself, is infringing your copyright or the copyright of any third party, please notify ShoutOut Radio in accordance with the following procedure:

Each notification must include the following information:

1. a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed;
2. identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works;
3. identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed, or access to which is to be disabled, and information reasonably sufficient to permit ShoutOut Radio to locate the material;
4. information reasonably sufficient to permit ShoutOut Radio to contact you, such as an address, telephone number, and, if available, an email address at which you may be contacted;
5. a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law, and;
6. a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

All notifications of copyright infringement must be in writing and directed to ShoutOut Radio’s designated agent at the following mailing address, fax number or email address:

Please note that under Section 512(f) any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages. So, please don't make false claims!

Privacy

You agree that ShoutOut Radio has a right to collect and process your personal information in accordance with our Privacy Policy.

Miscellaneous

These Terms, including the Privacy Policy and any other terms and conditions governing the use of the Service incorporated herein or incorporating these Terms, constitute the entire agreement between you and ShoutOut Radio with respect to your access and use of the Services and supersede all prior and contemporaneous agreements between you and ShoutOut Radio relating to the same subject matter. Additionally, your use of any Application may be subject to the terms of any applicable agreement published by a mobile application platform provider or your wireless carrier. If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, then that provision will be construed in a manner consistent with applicable laws to reflect, as nearly as possible, the original intentions of the parties, and the remaining provisions shall remain in full force and effect. ShoutOut Radio’s failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision and no waiver shall be effective unless it is made in writing and signed by an authorized representative of ShoutOut Radio. You and ShoutOut Radio expressly acknowledge and agree that the language governing these Terms and the Privacy Policy and any other terms and conditions governing the use of the Services incorporated herein or incorporating these Terms, shall be English. In the event any litigation is brought by you or ShoutOut Radio in connection with these Terms, the prevailing party in such litigation shall be entitled to recover from the other party all the reasonable costs, attorneys' fees and other expenses incurred by such prevailing party in the litigation. You acknowledge and agree that, although these Terms are solely between you and ShoutOut Radio, ShoutOut Radio’s third party licensors, including, without limitation, its content providers (such as record labels, publishers, performance rights organizations and providers of data services) and its mobile application platform providers, are third party beneficiaries of these Terms, and upon your acceptance of these Terms, these third parties will have the right to enforce these Terms as if they were original parties to this document.

Relief

You and ShoutOut Radio agree that any dispute, claim or controversy arising out of or relating in any way to the Services or your use thereof, including our Agreement, shall be determined by mandatory binding arbitration. You agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision, and that you and ShoutOut Radio are each waiving the right to a trial by jury and the right to participate in a class or multi-party action. This arbitration provision shall survive termination of this Agreement. The arbitration will be governed by the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes of the American Arbitration Association (the "AAA Rules"), as modified by this Agreement, and as administered by the AAA. You and ShoutOut Radio agree that (a) any claims seeking to enforce, protect, or determine the validity or ownership of any intellectual property rights, and (b) any claims related to allegations of theft, piracy or unauthorized use of the Services or are NOT subject to mandatory arbitration. Instead, you and ShoutOut Radio agree that the preceding claims (including but not limited to claims for injunctive or equitable relief) shall be exclusively decided by Courts of competent jurisdiction in the state of Delaware, and that applicable Delaware and/or Federal law shall govern, without regarding to choice of law principals.

Ideas and Feedback

By sending us any submissions, you agree that (i) your submissions and their contents will automatically become the property of ShoutOut Radio and ShoutOut Radio shall be entitled to the unrestricted use of the submission for any purpose whatsoever, commercial or otherwise, without compensation or attribution to you, (ii) your submissions does not contain the confidential or proprietary information of third parties, (iii) ShoutOut Radio will consider the submissions to be non-confidential and non-proprietary, (iv) ShoutOut Radio may have something similar to the submissions already under consideration or in development, and (v) ShoutOut Radio will have no obligations concerning the submissions, contractual or otherwise (including but not limited to an obligation to keep the submissions confidential).

Questions

If you have any questions about these Terms, or your rights, or ShoutOut Radio’s obligations relating to any of our Services, please contact us or you may contact us by mail at:

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND WILL BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THIS AGREEMENT REPRESENTS 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.