This K-Engine Engine End User License Agreement (the “Agreement”) applies to your use of K- Engine, K Storm Studio’s 2D and 3D creation tool. K-Engine can be used for several different applications.

This Agreement is a legal document detailing your rights and obligations related to using K Storm Studio’s proprietary computer software program known as K-Engine® and any updates or upgrades to the program made available by K Storm Studio (the “Licensed Technology”). By downloading or using the Licensed Technology, you are agreeing to be bound by the terms of this Agreement, and this Agreement will be effective upon the first of those events to occur. If you do not or cannot agree to the terms of this Agreement, do not use the Licensed Technology. When we say, “you,” “your” or “yourself”, we mean you as an individual or the legal entity exercising rights under this Agreement through you. When we say “K Storm Studio,” “we” or “us,” we are referring to the K Storm Studio entity responsible for providing the Licensed Technology in your region.

PLEASE READ THIS AGREEMENT CAREFULLY. IT CONTAINS A CLASS-ACTION WAIVER PROVISION. IF YOU ACCEPT THIS AGREEMENT, YOU AND K STORM STUDIO AGREE TO RESOLVE DISPUTES ONLY IN YOUR INDIVIDUAL CAPACITIES AND NOT AS PART OF A CLASS ACTION. YOU HAVE A TIME-LIMITED RIGHT TO OPT OUT OF THIS WAIVER. BY AGREEING TO THE TERMS OF THIS AGREEMENT, YOU ARE ALSO AGREEING TO CONTRACTUAL TERMS THAT WILL LIMIT SOME OF YOUR LEGAL RIGHTS, INCLUDING A DISCLAIMER OF WARRANTY, AN EXCLUSION OF CERTAIN KINDS OF DAMAGES, AND A LIMITATION OF LIABILITY.

The Licensed Technology

1. What Technology K Storm Studio Is Licensing to You

The Licensed Technology licensed to you under this Agreement includes all K-Engine code and related content that is copied to your computer when you install K-Engine. This includes Engine Code, Examples, and Additional Starter Content.

“Engine Code” means the Source Code (as defined below) and object code of K-Engine, including any future versions made available to you by us under this Agreement and any object code compiled from that Source Code.

“Source Code” means the human readable form of a software program, including all modules it contains, the extensions modules in the extensions folder, plus any associated interface definition files, the media files in the Editor Themes folder, scripts used to control compilation, and installation of an executable.

“Examples” means the code, artwork, or other content made available by us in the Assets and Templates folders in the install directory.

“Starter Content” means the code, artwork, or other content made available by us and installed to your computer when you install K-Engine, excluding Examples and Assets.

The Licensed Technology includes any modified version of any of the foregoing that you make under the License.

Licensed Technology does not include any items, assets, content, or other materials that we may make available to you in other ways (the “Content”), even if that Content can be used with K- Engine. For example, assets you may download from K Storm Studio Marketplace are not Licensed Technology and are not licensed to you under the terms of this Agreement.

2. How You Can Use the Licensed Technology

K Storm Studio grants you a non-exclusive, non-transferable, non-sublicensable license to privately use, reproduce, display, perform, and modify the Licensed Technology in accordance with the terms of this Agreement (the “License”). This means that as long as you are not violating this Agreement or applicable law, you can privately use the Licensed Technology however you want. Read point 3 and 4 below if you want to share the Licensed Technology or anything you make with it.

3. How You Can Share Products You’ve Made with the Licensed Technology

If you develop products, services, or any other projects that (i) are made using any Licensed Technology or (ii) combine any Licensed Technology with any other software or content (collectively “Products”), you may only Distribute those Products as expressly permitted in this Section 3. Any Product that you Distribute that incorporates Licensed Technology must incorporate the Licensed Technology only in object code and only as an inseparable part of the Product.

“Distribute” means, with respect to a Product, to provide or otherwise make a copy of the Product available publicly or to any other person or entity or make the Product’s functionality available on a network.

i. Non-Engine Products (e.g., Rendered Video Files)

You will not owe us any royalty payments for Distributing Products that (i) do not include any Engine Code, (ii) do not require any Engine Code to run and (iii) do not include Starter Content or Starter Assets in source format (“Non-Engine Products”) to any person or entity.

This means, for example, you will not owe us royalties for Distributing:

● rendered video files (e.g., broadcast or streamed video files, cartoons, movies, or images) created using the Engine Code (even if the video files include Starter Content and or Starter Assets) or

● asset files, such as character models and animations, other than Starter Content, that you developed using the Engine Code, including in Products that use or rely on other video game engines.

This will not includes assets that you import in the Engine and Wrap them using the Engine.

ii. Indirect Revenue

You will not owe us any royalty payments for Distributing Products to any person or entity if the Products do not directly generate revenue — i.e., no revenue is attributable to any Product access, including features and functionality within the Product, or to any in-Product benefits.

This means, for example, that Distribution of a free game (a Product) used to promote your business or work will not result in royalties owed on sales of the cars themselves, even if the sales are made via the configurator app.

iii. Other Royalty-Free Distributions

You will not owe us any royalty payments for Distributing Products:

A. To the legal entities that are part of your company group, such as a parent company or a subsidiary, for their private use, so long as those entities do not further Distribute the Products outside of your company group.

This means, for example, applications (which would be Products) you create for internal use within your company can also be shared with your parent company, your subsidiary, or another subsidiary of your parent company.

B. To clients who hired you to develop the Products for them, for their private use, so long as your clients do not further Distribute the Products.

This means, for example, if you are hired to create an application (a Product), you can share that application with your client.

C. To other third parties who are separately licensed by us to use the Engine Code, through either the K Storm Studio Marketplace.

This means, for example, you may Distribute a plugin, modding tool, or editor to end users through the K Storm Studio Marketplace.

“Engine Tools” means the (i) editors and other tools included in the Engine Code; (ii) any code and modules in either the Developer or Editor folders, including in object code format, whether statically or dynamically linked; and (iii) other software that may be used to develop standalone products based on the Licensed Technology.

c. Use by End Users, Publishers, and Distributors

When you Distribute a Product, you may permit end users to use, reproduce, display and publicly perform the Licensed Technology, solely (1) as incorporated in the Product in object code as an inseparable part of the Product, (2) to the extent necessary for end users to make permitted uses of the Product, and (3) pursuant to an end user license agreement that explicitly disclaims any representations, warranties, conditions, and liabilities related to the Licensed Technology. You may not permit your end users to incorporate any Licensed Technology into their own products, services, or other projects. You may, however, permit your publishers and distributors to market and Distribute a Product on your behalf, but only to the extent that you are permitted to make such Distribution yourself under this Section 3, and such Distribution will be subject to the terms of this Agreement.

4. How You Can Share the Licensed Technology When It Isn’t Part of a Product

You may only Distribute Licensed Technology (including as modified by you) outside of a Product as expressly permitted by this Section 4.

a. Sharing of Engine Code

i. Sharing Engine Code with Another Licensee

You may Distribute Engine Code (including as modified by you) in Source Code or object code to a third party who is separately licensed by us to use the same version of the Engine Code that you are Distributing.

Any public Distribution of Engine Tools (e.g., intended generally for third parties who are separately licensed by us to use the Engine Code) must take place through a marketplace operated by K Storm Studio such as the K Storm Studio Marketplace (e.g., for Distributing a Product’s modding tool or editor to end users).

ii. Sharing Engine Code for Public Discussion

You are permitted to post snippets of Engine Code, up to 10 lines of code in length, online in public forums for the sole purpose of discussing the content of the snippet or Distribute such snippets in connection with supporting patches and plug-ins for the Licensed Technology, so long as it is not for the purpose of enabling third parties without a license to the Engine Code to use or modify any Engine Code or to aggregate, recombine, or reconstruct any larger portion of the Engine Code.

b. Sharing Examples

You may Distribute Examples (including as modified by you) in Source Code or GDScript code or object code to any third party.

c. Sharing Non-C++ Program Language Integration

You may Distribute an integration of a programming language other than C++ and GDScript for the Licensed Technology, but if you do, the integration must be Distributed in Source Code (including, but not limited to, any compiler, linker, toolchain, and runtime), free of charge, to all third parties who are separately licensed by us to use K-Engine, and under a license that permits licensees to Distribute the integration free of charge, on all platforms, in any Product.

5. Other Restrictions on Your Use of the Licensed Technology

a. Non-Compatible Licenses

You may not, and may not permit others to, combine, Distribute, or otherwise use the Licensed Technology with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Licensed Technology be governed under any terms other than those of this Agreement (those licenses, the “Non-Compatible Licenses”). This means, for example, that you may not combine the Licensed Technology with code or content that is licensed under any of the following licenses: GNU General Public License (GPL), Lesser GPL (LGPL) (unless you are merely dynamically linking a shared library), or Creative Commons Attribution-ShareAlike License.

b. General Restrictions

You must ensure that your activities with the Licensed Technology do not:

● violate any applicable law or regulation;

● result in the Licensed Technology being rented or leased;

● misappropriate any of our other products or services;

● support a claim by you or any third party that the Licensed Technology infringes a patent;

● result in a sale or grant of a security interest in any Licensed Technology; or

● result in a Distribution of a Product or the Licensed Technology in any manner other than as permitted by Sections 3 and 4.

6. Rights and Ownership

As between you and us, you own all rights, other than rights in the Licensed Technology, in the Products you develop under this Agreement, and we own all title, ownership rights, and intellectual property rights in the Licensed Technology.

All rights granted to you under this Agreement are granted by the License only and not by sale, and all of those rights are limited by and subject to the terms of this Agreement. No license or other right in any K Storm Studio technology or intellectual property rights other than the Licensed Technology is granted under this Agreement, and no license or other rights will be created under this Agreement by implication, estoppel, or otherwise. Any attempted sublicense that is not consistent with the terms of this Agreement will be null and void.

a. Proprietary Notices and Attribution

You agree to retain the copyright, trademark, and other proprietary notices and disclaimers of K Storm Studio as they appear in the Licensed Technology.

If a Product you develop under this Agreement has credits, you must place the following notices in the credits (replacing xxxx with the current year):

“[Product name] uses K-Engine®. K-Engine® is a trademark or registered trademark of K Storm Studio ltd., Inc. in the United Kingdom.”

“K-Engine®, Copyright 2023 – xxxx, K Storm Studio ltd, Inc. All rights reserved.”

No other license or right is granted under this Agreement in the trademarks, service marks, trade names, and logos associated with K Storm Studio, K Storm Studio’s games and other intellectual property, including K-Engine (the “K Storm Studio Trademarks”). All use of the K Storm Studio Trademarks will inure to the sole benefit of K Storm Studio. You agree not to engage in any activity that could tarnish, dilute, or affect the validity or enforceability of the K Storm Studio Trademarks or cause consumer confusion or diminish any goodwill relating to any K Storm Studio Trademarks.

If you wish to make further use of the K Storm Studio Trademarks, please go to website/website for more information.

b. Third Party Software

The Licensed Technology incorporates and is bundled with code developed by third parties (the “Third Party Software”) that may be subject to additional or alternative license terms. Third Party Software are 100% open source and distributed by MIT license. Incorporated Third Party Software in the Licensed Technology is subject to additional license terms (100% open source under MIT License), those terms or other attribution requirements can be found in the installation directory for each engine version under the /Engine/extras/ThirdPartyNotKE/. This Third Party Software is not itself Licensed Technology and is instead licensed to you directly by its authors under the license terms provided in the /Engine/extras/ThirdPartyNotKE/.

By entering into this Agreement and using Third Party Software, you are accepting the terms of those additional or alternative licenses. In the case of additional license terms, the additional license terms will take precedence over any inconsistencies with the terms of this License with regard to the Third Party Software licensed under those additional license terms. You agree that the owners of the Third Party Software are intended third party beneficiaries to this Agreement in relation to your uses of Third Party Software.

c. Feedback and Contributions

You grant K Storm Studio a right to freely use and disclose any feedback or suggestions that you provide to us regarding the Licensed Technology (the “Feedback”). You acknowledge that we may use any Feedback, including any ideas contained in Feedback, for any purpose, commercial or otherwise, without acknowledgment or compensation to you, including to develop, copy, publish, modify, or improve the Licensed Technology in our sole discretion. You understand that we may treat Feedback as non-confidential.

You grant K Storm Studio a non-exclusive, fully-paid, irrevocable, transferable, sublicensable license to reproduce, distribute, publicly perform, publicly display, make, use, have made, sell, offer to sell, import, modify and make derivative works based on, and otherwise exploit any Contributions for all current and future methods and forms of exploitation in any country. “Contributions” means any information or content, including software or code, that (a) you make available to K Storm Studio via submissions to forums, wiki, K-Engine Network, or other source code repository under our control and that are based upon or incorporate the Licensed Technology or (b) that you provide to K Storm Studio and explicitly designate in writing as a Contribution.

You represent and warrant that you have sufficient rights in any Feedback or Contribution that you provide to K Storm Studio to grant K Storm Studio and other affected parties the rights described above. This includes but is not limited to intellectual property rights and other proprietary or personal rights. If any rights to be licensed under this Section 6(c) may not be licensed under applicable law (such as moral and other personal rights), you hereby waive and agree not to assert any of those rights.

Our Relationship

7. The Agreement Between You and K Storm Studio

a. Amendments

If we make changes to this Agreement, you are not required to accept the amended Agreement, and this Agreement will continue to govern your use of any Licensed Technology you already have access to.

However, if we make changes to this Agreement, you will not be allowed to access certain K Storm Studio services or download the Licensed Technology unless you have accepted the amended Agreement.

b. Alternative and Additional Terms

With respect to your rights and obligations related to Licensed Technology, this Agreement supersedes any prior K-Engine End User License Agreement For Publishing or K-Engine End User License Agreement For Creators you may have. Those agreements will continue to survive only to the extent that you continue to have rights and obligations under them related to Content.

Once you have also agreed to the K Storm Studio Content License Agreement (unrealengine.com/eula/content), those agreements will be superseded completely.

This Agreement, however, does not supersede, amend or otherwise affect other agreements you may have with us or any sublicensor authorized by us, other than as described in Section 7(a). For example, if we grant you a license to use K-Engine to develop one or more products under a custom license, that custom license and not this Agreement governs your use of K-Engine and related materials with respect to those products.

c. Notice

Where this Agreement calls for notice from us, including written notice, we may provide notice to you through the K Storm Studio services or by any email address that you’ve provided to us. Our notices, when provided to you through the K Storm Studio services, will be effective when you access the K Storm Studio services, and when sent to you by email, will be effective when they are sent.

8. Who are You?

a. You

If you use the Licensed Technology on behalf of another person or entity, (i) all references to “you” throughout this Agreement will include, and this Agreement will be binding on, that person or entity, (ii) you represent that you are authorized to accept this Agreement on that person’s or entity’s behalf, and (iii) in the event you violate this Agreement, that person or entity agrees to be responsible to us.

b. Eligibility for This Agreement

If you are under the age of legal majority where you live or otherwise require the consent of a parent or legal guardian to enter into this Agreement under applicable law, you may use the Licensed Technology only under the supervision of a parent or legal guardian who also agrees to be bound by this Agreement.

You are not eligible to enter into this Agreement and may not download or use the Licensed Technology if you are, or are acting on behalf of any person or entity that is (i) on the Specially Designated Nationals and Blocked Persons List or other similar lists maintained by any U.K. government entity pursuant to economic sanctions laws or (ii) located in.

c. K Storm Studio Account

In order to access the Licensed Technology, you must first set up an account with us, which will be governed by K Storm Studio’s Terms of Service (kstormstudio.com/tos).

The License (as defined in Section 2) permits use of the Licensed Technology only by individuals who have accessed it by using a valid user account (“Users”). If you are an individual, you are the User. If you are a legal entity, the individual employees or agents exercising your rights under this Agreement are Users. When exercising a legal entity’s rights under this Agreement, Users are not required to accept this Agreement as individuals. The User may store the Licensed Technology on any of the User’s computers, but the Licensed Technology cannot be shared with others except as part of a permitted Distribution of Licensed Technology as described in Sections 3 and 4.

d. Use by Educational Institutions

As an exception to the above requirement that only a User may use the Licensed Technology, if you are an educational institution, like a school or a library, you may store Licensed Technology on any of your computers, and you may allow all users of those computers to use the Licensed Technology under the License on those computers. However, those users are not authorized under your License to Distribute the Licensed Technology (including as incorporated in a Product). For that, they must obtain a License of their own.

9. Who is K Storm Studio?

The K Storm Studio entity entering into this Agreement with you corresponds to where you live, as set forth below:

K Storm Studio entity entering into this Agreement with you is K Storm Studio ltd.

10. Privacy

Your privacy is important to us. Please review our Privacy Policy (kstormstudio.com/privacypolicy). It describes how we collect, use, and share information when you use the K Storm Studio services that link to this Privacy Policy.

Other Rights and Obligations

11. Disclaimers

Nothing in this Agreement will prejudice any statutory rights that you have that may not be waived. Some countries, states, provinces or other jurisdictions do not allow the exclusion of certain warranties or the limitation of liability as stated in this and the next sections, so the below terms may not fully apply to you. In those jurisdictions, the exclusions and limitations below apply only to the extent permitted by the applicable laws of such jurisdictions.

THE LICENSED TECHNOLOGY, INCLUDING ALL INFORMATION, CONTENT, MATERIALS, CODE, AND SOFTWARE, ARE PROVIDED BY K STORM STUDIO ON AN “AS IS” AND “AS AVAILABLE” BASIS. K STORM STUDIO AND ITS AFFILIATES, LICENSORS AND SERVICE PROVIDERS (THE “K STORM STUDIO PARTIES”) MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE LICENSED TECHNOLOGY. YOUR USE OF THE LICENSED TECHNOLOGY IS AT YOUR SOLE RISK. TO THE FULL EXTENT PERMISSIBLE BY APPLICABLE LAW, THE K STORM STUDIO PARTIES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED OR STATUTORY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NONINFRINGEMENT. THE K STORM STUDIO PARTIES DO NOT WARRANT THAT THE LICENSED TECHNOLOGY IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE FOREGOING WARRANTY DISCLAIMERS WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

12. Limitation of Liability

TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE K STORM STUDIO PARTIES, WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS OR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, TO THE FULL EXTENT PERMITTED BY APPLICABLE LAW, THE K STORM STUDIO PARTIES’ AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED THE GREATER OF £200 AND THE TOTAL AMOUNTS YOU HAVE PAID (IF ANY) TO K STORM STUDIO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. SEEKING DAMAGES AS LIMITED BY THIS SECTION 12 SHALL BE YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY ACT OR OMISSION OF THE K STORM STUDIO PARTIES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THESE LIMITATIONS OF LIABILITY AND EXCLUSIONS OF POTENTIAL DAMAGES WERE AN ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

13. Indemnification

This section only applies to the extent allowed by the applicable laws of your jurisdiction. If the applicable laws of your jurisdiction do not allow you to enter into the indemnification obligation below, then you assume, to the extent permitted by the applicable laws of your jurisdiction, all liabilities, damages, judgements, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) that are the stated subject matter of the indemnification obligation below.

You agree to indemnify and hold harmless the K Storm Studio Parties from and against all liabilities, damages, judgments, awards, losses, costs, expenses, and fees (including reasonable attorney and expert witness fees) arising out of or in connection with any third-party claims, demands, or actions (i) that, if true, would involve a breach by you of this Agreement (including, without limitation, any distribution or sublicensing of the Licensed Technology in violation of this Agreement), or (ii) related to your Products or your exercise of the License (except to the extent the third party is alleging your authorized use of unmodified Licensed Technology originally provided to you by K Storm Studio under this Agreement infringes any patent, trademark, or copyright).

14. Governing Law and Jurisdiction

Any dispute or claim by you arising out of or related to this Agreement will be governed by United Kingdom law, exclusive of its choice of law rules. You and K Storm Studio agree to submit to the exclusive jurisdiction of the Supreme Court of London, UK. You and K Storm Studio agree to waive any jurisdictional, venue, or inconvenient forum objections to such courts (without affecting either party’s rights to remove a case to federal court if permissible), as well as any right to a jury trial. The Convention on Contracts for the International Sale of Goods will not apply. Any law or regulation which provides that the language of a contract will be construed against the drafter will not apply to this Agreement. This paragraph will be interpreted as broadly as applicable law permits.

15. No Class Actions

To the maximum extent permitted by applicable law, you and K Storm Studio agree to only bring disputes arising out of or related to this Agreement in an individual capacity and will not:

● seek to bring, join, or participate in any class or representative action, collective or class-wide arbitration, or any other action where another individual or entity acts in a representative capacity (e.g., private attorney general actions); or

● consolidate or combine individual proceedings or permit another to do so without the express consent of all parties to this Agreement.

16. Miscellaneous

a. Support

K Storm Studio does not have any support obligations with respect to the Licensed Technology under this Agreement. Support resources may be obtained at kstormstudio.com/support. Without limiting the foregoing, K Storm Studio does not have any obligation to make new versions of the Licensed Technology available, or to continue to make available for access or download any versions of the Licensed Technology.

b. U.K. Government Matters

The Licensed Technology is a “Commercial Item”, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”. The Licensed Technology will only be licensed to U.K. Government end users as Commercial Items and with only those rights as are granted to other licensees under this Agreement.

You understand and agree that the Licensed Technology may not be used, accessed, downloaded, or otherwise exported, reexported, or transferred in violation of applicable export control, economic sanctions, and import laws and regulations.

c. No Assignment

You may not assign your rights or obligations under this Agreement, including any rights to use the Licensed Technology. Any attempted assignment in violation of the foregoing will be void. We may assign this Agreement, in whole or in part, with or without notice to you.

d. Relationship of the Parties

The relationship between you and K Storm Studio will be that of independent signatories, and nothing in this Agreement will be construed to constitute either party an agent of the other party. Without limiting the foregoing, neither party will have authority to act for or to bind the other party in any way, including to make representations or warranties or to execute agreements on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership obligation or liability upon any party.

e. Language

To the fullest extent permitted by applicable law, the controlling language for this Agreement is English. It is the express wish of the parties that this Agreement and all related documents have been drawn up in English. Any translation has been provided for your convenience.

f. No Waiver; Severability

Any act by K Storm Studio to exercise, or failure or delay in exercise of, any of its rights under this Agreement, at law or in equity will not be deemed a waiver of those or any other rights or remedies available in contract, at law or in equity. Unless otherwise stated in this Agreement, if any term of this Agreement is held by a court or tribunal of competent jurisdiction to be unenforceable, the term will be enforced to the maximum extent permissible and the remaining terms of this Agreement will remain in full force and effect. You agree that this Agreement does not confer any rights or remedies on any person other than the parties to this Agreement, except as expressly stated. K Storm Studio’s obligations are subject to existing laws and legal process, and K Storm Studio may comply with law enforcement or regulatory requests or requirements despite any contrary term in this Agreement.

g. Survival

Upon conclusion of this Agreement, all royalties due to K Storm Studio will become immediately due and payable and all rights and remedies of K Storm Studio will survive.

h. Entire Agreement

This Agreement and any document or information referred to in this Agreement constitute the entire agreement between you and K Storm Studio relating to the subject matter covered by this Agreement. All other communications, proposals, and representations with respect to the subject matter covered by this Agreement are excluded.