Internet User Agreement For Basic and Subscription-Based Services

INTERNET USER AGREEMENT

By accessing services of K12 Prospects, Inc. (“Company”) on this Web Site, you (“User”) hereby agree to be bound by all of the terms and conditions contained in this Internet User Agreement (this “Agreement”).  The terms and conditions of this Agreement, as the same may be amended from time to time, apply to each order placed by User with Company (each an “Order”).  Company reserves the right at its discretion to change the terms of this Agreement. The amended Agreement will be made available by Company online and is effective as soon as it is posted on Company’s Web Site. User’s continued access and use of services on the Company’s Web Site after the posting of any amended Agreement shall constitute User’s acceptance of, and agreement to be bound by, any such changes with respect to all existing and future Orders.

If User does not agree to the terms and conditions of this Agreement, or any amended Agreement, User may not access or use this Web Site or the Software (as hereinafter defined) for any purpose, and User shall promptly discontinue all access and use of Web Site and Software.

  1. LIMITED LICENSE
  • Copyright. This Web Site contains original database product and service materials (“Materials”), the copyright for which is owned by Company, and which utilize software (“Software”) developed and licensed by Company to search, retrieve, and display the Materials. All other information displayed, transmitted, or carried on this Web Site (including, but not limited to, directories, guides, articles, opinions, reviews, text, photographs, images, illustrations, audio clips, video clips, trademarks, service marks, and the like, collectively the “Content”) are protected by copyright and other intellectual property laws. The Materials, Software, and Content, and the rights thereto, are owned by Company, its affiliates, or third party licensors. User agrees to abide by all copyright notices and restrictions attached to this Web Site and/or any Materials, Software, and/or Content accessed through this Web Site, not to alter this Web Site or the Materials, Software, and/or the Content in any way, and not to alter or remove any trademark, copyright, or any other notice from copies of this Web Site and/or the Materials, the Software, and/or Content.
  • Subscription and License Access. In the event User places an Order with Company, then, subject to the terms and conditions of this Agreement, User shall have access to the ordered Materials, Software, Content, and any accompanying user documentation (“Documentation”) for twelve (12) months from the date User’s Order has been approved, pursuant to the provisions of this Agreement (each a “Subscription”).
  • Permitted Use. Subject to the terms and conditions of this Agreement, and only during the Term (as defined herein) of the Order and provided User has paid the appropriate fees for its Subscription, Company grants User a limited, personal, nonexclusive, non-sublicensable, non-transferable, and revocable license to use the ordered Materials, Software, Content, and/or Documentation only as permitted by this Agreement, including the right to access and use the Software in order to access, use, and make printouts of the ordered Materials, Content, and/or Documentation. Subject to the foregoing, User may use the Software solely to access and use the Materials, Content, and Documentation, provided the User has paid the appropriate fees for its Subscription. This limited license grants User only the right to access and use the Materials, Software, Content, and Documentation for marketing and other purposes directly related to User’s business, provided that User is not in the business of selling or licensing the right to use information, including the right to reproduce limited excerpts from the Materials, Content, and Documentation, to create documents prepared in the ordinary course of User’s business, and the right to print out such limited excerpts from the Materials, Content, and Documentation for such purposes; provided, however, User may not remove any trademark, copyright, or other notice contained in such Materials, Software, Content, and Documentation.
  • Rights Limited to User. Any and all rights under this Agreement granted to User are limited to a specific, designated person that has paid, or for whom has been paid to Company, the appropriate Subscription fee established by Company for access to and use of the Materials, Software, Content, and Documentation as provided in this Agreement, and to whom a specific password has been issued. All passwords and access codes to the Materials, Software, Content, and Documentation are personal to User and are not transferable or assignable by User. User will also cooperate with Company in establishing a procedure for verifying that only the specific, designated person has access to the Materials, Software, Content, and/or Documentation. User will be responsible for maintaining the security of User’s account, passwords (including, but not limited to, administrative and user passwords) and files, and for all uses of User’s Materials, Software, Content, and Documentation with or without User’s knowledge or consent.
  1. USE RESTRICTIONS

Except as expressly authorized pursuant to the terms of the limited license set forth in Section 1 of this Agreement, User may not and may not permit others to:

  • Use the Software on or gain access to the Materials, Software, Content, and/or Documentation from more than one machine at a time, nor install them in a fashion that makes the Materials, Software, Content, or Documentation available on, running on, or accessible from more than one machine at a time unless User has paid the additional Subscription fee(s) and any other charges imposed by Company for such use or access;
  • Sell, rent, lease, license, sublicense, or assign the Materials, Software, Content, or Documentation, or the use of the Materials, Software, Content, or Documentation to others;
  • Transfer the Materials, Content, or Documentation, or any copy thereof, to another party, unless and until User receives written permission from an authorized agent of Company, User transfers all media and written materials and retains no copies of the Materials, Software, Content, or Documentation (including prior versions of the Materials, Software, Content, or Documentation) for User’s own use, and such transferee agrees in writing to the terms of this Agreement;
  • Reverse engineer, decompile, disassemble, or otherwise derive the source code from the Software;
  • Alter, modify, adapt, reconfigure, or prepare derivative works of the Materials, Software, Content, or Documentation;
  • Provide or permit access to the Materials, Software, Content, or Documentation except for the sole use of User;
  • Archive or retain any of the Materials, Software, Content, or Documentation in any form without written permission from Company;
  • Distribute (including via email or the Internet), or otherwise make available, copies of the Materials, Software, Content, or Documentation to others, whether or not for payment or other consideration, without the written permission from Company. Requests for permission to distribute or otherwise make available copies of the Materials, Software, Content, or Documentation may be submitted to Company.
  • Copy, extract, summarize, distribute, or otherwise use the Materials, Software, Content, or Documentation in any manner which competes with or substitutes for Company’s distribution of the Materials, Software, Content, and/or Documentation to its customers;
  • Use the Materials, Software, Content, or Documentation other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including, but not limited to, any privacy laws, and laws and regulations concerning the transmission of unsolicited advertisements, do-not-call lists, telemarketing, sweepstakes, direct mail commerce, advertising, intellectual property, consumer and child protection, obscenity, and defamation);
  • Run or use any processes that run or are activated while User is not logged on to this Web Site or that “crawl,” “scrape,” or “spider” this Web Site; or
  • Use this Web Site and/or any Materials, Software, Content, or Documentation in any manner that (1) is harmful, fraudulent, deceptive, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable (including, without limitation, accessing any computer, computer system, network, software, or data without authorization, breaching the security of another user or system, and/or attempting to circumvent any user authentication or security process), (2) impersonates any person or entity, including, without limitation, any employee or representative of Company, or (3) contains a virus, trojan horse, worm, time bomb, unsolicited bulk, commercial, or “spam” message, or other harmful computer code, file, or program (including, without limitation, password guessing programs, decoders, password gatherers, keystroke loggers, cracking tools, packet sniffers, and/or encryption circumvention programs).
  1. CHANGES IN THIS WEB SITE

Company may modify, suspend, discontinue, or restrict the use of any portion of this Web Site, including the availability of any Materials, Software, Content, and/or Documentation, at any time and without notice or liability.

  1. GENERAL DISCLAIMER AND LIMITATION OF LIABILITY

THE COMPANY’S WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE USE OF THE MATERIALS, SOFTWARE, CONTENT, AND DOCUMENTATION, CONTAINS FACTS, VIEWS, OPINIONS, STATEMENTS, AND RECOMMENDATIONS OF THIRD PARTY INDIVIDUALS AND ORGANIZATIONS. COMPANY DOES NOT REPRESENT OR ENDORSE THE ACCURACY, CURRENTNESS, OR RELIABILITY OF ANY ADVICE, OPINION, STATEMENT, OR OTHER INFORMATION DISPLAYED, UPLOADED, OR DISTRIBUTED THROUGH THE COMPANY’S WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, SOFTWARE, CONTENT, AND/OR DOCUMENTATION. USER ACKNOWLEDGES THAT ANY RELIANCE UPON ANY SUCH ADVICE, OPINION, STATEMENT, OR INFORMATION SHALL BE AT USER’S SOLE RISK. COMPANY DOES NOT MAKE ANY WARRANTY REGARDING THE COMPANY’S WEB SITE, INCLUDING, BUT NOT LIMITED TO, THE MATERIALS, SOFTWARE, CONTENT, OR DOCUMENTATION, OR ANY SERVICES OR PRODUCTS PROVIDED THROUGH OR IN CONNECTION WITH THE COMPANY’S WEB SITE. THE MATERIALS, SOFTWARE, CONTENT, AND DOCUMENTATION ARE LICENSED TO USER “AS IS”, WITHOUT ANY WARRANTY OF ANY NATURE, EXPRESS OR IMPLIED, AND BOTH COMPANY AND THE COMPANY’S WEB SITE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: (A) ANY WARRANTIES AS TO THE AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, INFORMATION, PRODUCTS, OR SERVICES WHICH ARE PART OF THE COMPANY’S WEB SITE; AND (B) WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, AND/OR AGAINST INFRINGEMENT. IN NO EVENT WILL COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS BE LIABLE TO USER FOR ANY DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES, RESULTING FROM OR CAUSED BY THE USE OF THE COMPANY’S WEB SITE, THE MATERIALS, SOFTWARE, CONTENT, DOCUMENTATION, ITS PUBLIC POSTING BULLETIN BOARDS, OR ANY ERRORS OR OMISSIONS IN THE MATERIALS, SOFTWARE, CONTENT, AND/OR DOCUMENTATION, EVEN IF COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY LIABILITY OF COMPANY, ITS SUBSIDIARIES, AFFILIATES, LICENSORS, EMPLOYEES, AGENTS, OR CONTRACTORS, INCLUDING, WITHOUT LIMITATION, ANY LIABILITY FOR DAMAGES CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION, OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO ALTERATION OF, OR USE OF RECORDS, WHETHER FOR BREACH OF CONTRACT, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION, CLAIMS OR DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, BUSINESS PROFITS, BUSINESS INTERRUPTION, BUSINESS INFORMATION, DATA LOSS, OR CORRUPTION, OR ANY OTHER PECUNIARY LOSS ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE MATERIALS, SOFTWARE, CONTENT, OR DOCUMENTATION, SHALL BE STRICTLY LIMITED TO THE AMOUNT PAID TO COMPANY BY OR ON BEHALF OF USER IN CONNECTION WITH THE COMPANY’S WEB SITE IN THE TWELVE MONTHS PRIOR TO THE CLAIMED INJURY OR DAMAGE. SOME STATES DO NOT ALLOW FOR SOME OF THE LIMITATIONS OR EXCLUSIONS AS SET FORTH HEREIN. USER MAY HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.

WARRANTY DISCLAIMER

THE SERVICES, K12PROSPECTS PROPRIETARY INFORMATION, AND ANYTHING ELSE PROVIDED IN CONNECTION WITH THIS AGREEMENT ARE PROVIDED “AS-IS,” WITHOUT ANY WARRANTIES OF ANY KIND. COMPANY USES EXTENSIVE PROCEDURES TO KEEP ITS DATABASE CURRENT AND PROMOTE ACCURACY; HOWEVER, COMPANY AND ITS LICENSORS HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF PERFORMANCE, MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE OF ANY PRODUCTS, SERVICES, APPLICATIONS, OR LICENCED DATA, INCLUDING ABILITY TO ACHIEVE ANY PARTICULAR RESULTS. COMPANY DOES NOT WARRANT THAT, AT ANY POINT IN TIME, THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE AND DISCLAIMS ANY WARRANTY OR REPRESENTATIONS CONCERNING AVAILABILITY OF A SERVICE, SERVICE LEVELS, OR PERFORMANCE.

  1. CONFIDENTIALITY
  • Each party (a “Receiving Party”) understands that the other party (a “Disclosing Party”) has disclosed or may disclose information relating to the Disclosing Party’s technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Without limiting the foregoing, all data and information provided by Company through the Materials, Software, Content, and/or Documentation is Company’s Proprietary Information.
  • The Receiving Party agrees: (i) not to divulge to any third person any Proprietary Information of the Disclosing Party; (ii) to give access to such Proprietary Information solely to those employees with a need to have access thereto for purposes of this Agreement; and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (A) except for contact information included in the Materials, Software, Content, and/or Documentation, is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (B) was in its possession or known to it prior to the receipt from the Disclosing Party, or (C) was rightfully disclosed to it without restriction by a third party, or (D) was independently developed without use of any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order.
  • User acknowledges that Company does not wish to receive any Proprietary Information from User that is not necessary for Company to perform its obligations under this Agreement (including, without limitation, any information protected under applicable privacy laws and regulations), and, unless the parties specifically agree otherwise, Company may reasonably presume that any unrelated or unnecessary information received from User is not confidential or Proprietary Information.
  • Both parties will have the right to disclose the existence, but not the terms and conditions, of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
  1. INTELLECTUAL PROPERTY RIGHTS

Except as expressly set forth herein, Company (and its licensors, where applicable) will retain all intellectual property rights relating to the Materials, Software, Content, and/or Documentation and any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by User or any third party relating to the Materials, Software, Content, and/or Documentation, which are hereby assigned to Company and which User hereby agrees to assign to Company. User will not copy, distribute, reproduce, or use any of the foregoing except as expressly permitted under this Agreement. This Agreement is not a sale and does not convey to User any rights of ownership in or related to the Materials, Software, Content, and/or Documentation, or, except as expressly provided herein, any intellectual property rights.

  1. PROFESSIONAL RESPONSIBILITY

User represents and warrants that User is ordering Subscriptions under this Agreement to assist User in User’s regular course of business. User acknowledges that it is User’s responsibility to review the research results to determine that all information provided to User is sufficiently accurate for User’s purposes. The Materials, Software, Content, and/or Documentation are not intended to be a substitute for the exercise of User’s judgment.

  1. LICENSE EXPIRATION AND TERMINATION

User expressly acknowledges that Company and its licensors retain outright ownership of all of the Materials, Software, Content, and Documentation accessed by User pursuant to this Agreement. Company does not require the return of the Materials, Software, Content, or Documentation accessed by User pursuant to this Agreement either at the end of the Term (as defined herein) of the applicable Order or upon receipt by User of updated Materials, Software, Content, and/or Documentation, but User agrees to delete any Materials, Content, and Documentation in User’s possession, custody, or control at the end of the Term of an Order. Consequently, access to the ordered Materials, Software, Content, and Documentation granted to User pursuant to this Agreement will automatically expire twelve (12) months from the date User’s Order has been approved and its Subscription issued, and User must delete such ordered Materials, Content, and Documentation, and remove any Software, unless the User renews its Subscription with Company, in which case User’s rights under such Subscription shall extend through the end of the renewal of such Subscription (the “Term”). User will take no unauthorized action to extend User’s access to any Materials, Software, Content, and/or Documentation beyond the authorized Term; provided, however, that if User continues to use any Materials, Software, Content, and/or Documentation after the end of the Term of a Subscription, Company may, at Company’s option, deem User’s Subscription to have been extended for an additional twelve (12) months from the end of the Term and invoice User for such renewal at Company’s then current rate(s). This Agreement, all Orders, all Subscriptions, and all of User’s rights to all ordered Materials, Software, Content, and Documentation shall cease and terminate immediately in the event of a breach by User of any of the terms and conditions of this Agreement.

Failure to delete or remove Materials, Software, Content, and/or Documentation as agreed may result in legal action being taken and financial penalties being assessed against User by Company.

  1. PAYMENT AND FINANCIAL AGREEMENT

Subscriptions must be paid for in full prior to receiving access to the Materials, Software, Content, and/or Documentation.

  1. SUPPORT

Company will provide reasonable support to User for the use of the Materials, Software, Content, and/or Documentation under the Subscription.

  1. INDEMNITY

You will defend, indemnify and hold harmless K12Prospects, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against all claims, arbitrations, proceedings, liabilities, judgments, damages, losses, costs and expenses (including legal expenses and amounts paid upon legal advice in settlement of any disputes) arising as a result of your breach of these Terms or use of the Application, Data Files or Data or any other K12 Prospects representation or warranties set forth herein.

In addition, in the event that K12 Prospects seeks injunctive relief or any other remedy from a court as a result of the breach or threatened breach of this agreement by you or any of your affiliates or agents, then, if successful, K12 Prospects shall be entitled to recover from you the costs and expenses of obtaining that relief or remedy, including reasonable attorneys’ fees and expenses.

  1. UNCOLLECTED AMOUNTS

Company shall have the right to recover all expenses, including collection costs and reasonable attorney’s fees and expenses incurred in collecting unpaid amounts from User. At Company’s option, the entire price due under a Subscription and/or under any other agreement that User may have with Company shall become due and payable upon User’s breach of any term, provision, or condition of this Agreement and/or of any other agreement that User may have with Company.

  1. DEFAULT

In the event User defaults on any payment invoiced to User by Company or otherwise breaches any of the terms and conditions of this Agreement, Company reserves the right to terminate this Agreement, any or all Orders and Subscriptions, and all rights hereunder immediately upon written or online notice of termination to User and to retain all sums paid by User under this Agreement. Upon default, interest will accrue at the greater of 18% or the highest rate permissible under applicable law. The provisions of Section 4, General Disclaimer and Limitation of Liability, shall survive any termination of this Agreement. In the event of any litigation arising out of or relating to this Agreement, or the breach, termination, validity, or enforcement of this Agreement, the prevailing party shall be entitled to recover all costs and reasonable attorneys’ fees incurred, including, without limitation, costs and attorneys’ fees incurred in any investigations, trials, bankruptcies, and appeals.

  1. BANKRUPTCY

If either party shall:

  1. become insolvent or bankrupt; or
  2. have a receiving order or administration order made against it or compound with its creditors; or
  3. being a corporation commences to be wound up (not being a member’s voluntary winding up for the purposes of reconstruction or amalgamation); or
  4. carries on its business under an administrator or administrative receiver for the benefit of its creditors or any of them;

then the other party shall have the right forthwith by notice in writing to that party or to the administrator, administrative receiver, liquidator, or to any person in whom the Agreement shall have become vested to terminate this Agreement. Alternatively, the party giving notice may at his sole option give such an administrator, administrative receiver, liquidator or other person the option of carrying out the Agreement subject to its providing a guarantee for the due and faithful performance of the Agreement in such form and up to such amount as the party giving notice shall decide.

  1. GOVERNING LAW AND VENUE

This Agreement shall be governed in its construction, interpretation, and performance by the laws of the State of Florida and the United States, as applicable, without reference to law pertaining to choice of laws or conflict of laws.  This Agreement is made in the State of Florida.  In the event of any litigation arising out of or relating to this Agreement or the breach, termination, validity, or enforcement of this Agreement, User hereby consents to personal jurisdiction in any court sitting in the State of Florida and agrees that venue shall be exclusively in the Thirteenth Judicial Circuit in and for Hillsborough County, Florida, or the Tampa Division of the United States District Court for the Middle District of Florida, as applicable.

  1. NO ASSIGNMENT

The licenses and passwords granted and assigned to User pursuant to this Agreement are personal to User, and under no circumstances may be assigned, sublicensed, or transferred by User without Company’s prior written consent, which may granted or withheld by Company in its sole, absolute, and unreasonable discretion, for any or no reason. Any attempted assignment, sublicense, or transfer shall be null and void and shall result in the immediate and automatic termination of User’s licenses and passwords granted under this Agreement.

  1. ENFORCEABILITY/WAIVER

If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall in no way be affected or impaired thereby. The failure of either party to exercise in any respect any right provided for in this Agreement shall not be deemed a waiver of any right under this Agreement.

  1. RELATIONSHIP OF THE PARTIES

The parties shall at all times act as independent contractors.  Nothing contained in this Agreement shall be deemed to constitute a partnership or joint venture between the parties, nor shall either party be deemed the employee, agent, or representative of the other.  Neither party shall have any authority whatsoever, whether express or implied, to assume, create, or incur any obligation or liability whatsoever on behalf or in the name of the other, or to bind the other in any manner whatsoever.  Neither party shall hold itself out contrary to the provisions of this Section.

  1. NO THIRD PARTY BENEFICIARIES

There are no third-party beneficiaries to this Agreement.

  1. NOTICES

Any notice or other communication which is required or permitted under this Agreement shall be in writing and shall be deemed to have been given, delivered, or made, as the case may be (notwithstanding lack of actual receipt by the addressee), (i) on the date sent if delivered personally or by email or facsimile (which is confirmed), or (ii) three (3) business days after having been deposited in the United States mail, certified or registered, return receipt requested, sufficient postage affixed and prepaid, or (iii) one (1) business day after having been deposited with a nationally recognized overnight courier service (such as by way of example, but not limitation, U.S. Express Mail, Federal Express, or DHL), to the parties, with respect to the Company as specified on this Web Site, and with respect to the User as set forth in its application for its Subscription and License (or at such other address for a party as shall be specified by like notice).

  1. CONSTRUCTION

This Agreement shall not be construed more strictly against any party regardless of who is responsible for its drafting.  Unless the context of this Agreement otherwise clearly requires, references to the plural include the singular and the singular include the plural.  Wherever the context so requires, the masculine shall refer to the feminine, the feminine shall refer to the masculine, the masculine or the feminine shall refer to the neuter, and the neuter shall refer to the masculine or the feminine.  The captions of this Agreement are for convenience and ease of reference only and in no way define, describe, extend, or limit the scope or intent of this Agreement or the intent of any of its provisions.

  1. ENTIRE AGREEMENT

Each party acknowledges that it has read this Agreement, understands it, and agrees to be bound by its terms of this Agreement and further agrees that this Agreement is the complete and exclusive statement of the agreement between the parties, which supersedes and merges all prior proposals, understandings, and all other agreements, oral or written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by written instrument executed by an authorized corporate officer of Company.