Lens Individual Commercial Use Agreement
This agreement was last updated on June 9, 2022 (v2022.06.09)
What is individual commercial use?
Tied to an individual user’s account, the single-seat, non-transferable license allows individuals to use The Lens platform and Metadata in their professional work or business to support professionals, consultants and attorneys working across the research and innovation sectors. Examples of commercial use include, but are not limited to, any of the following: commercial research and development, legal practice, data services, consultancy reports, investment decisions, government activities, including policy development, etc.
How can I subscribe?
Annual subscriptions are available for commercial use licenses for a single user account. To subscribe, you will need to register for a free Lens account, you can then subscribe from your Account Settings by following the payment prompts. You can pay by Credit Card or PayPal. A tax receipt will be emailed to you after completing payment and a copy will be available in your account Subscriptions tab.
N.B. Renewal payments are not automatic. You will receive a reminder email one month before the end of your subscription to renew and authorize payment.
Why is The Lens introducing a commercial use agreement?
Individual users who currently use or plan to use the Lens.org platform for commercial purposes must have commercial use permissions to do so. The Lens requests that you take up a subscription or ask your institution to do so. Doing so will ensure that your use is in compliance with The Lens terms and help to maintain the sustainability of The Lens. Funds from commercial use licenses go towards supporting equitable access to FAIR and open innovation knowledge.
How much does commercial use cost?
An annual subscription to an individual commercial use agreement is $1,000 USD / year, click here to subscribe
What if I can't afford the cost?
We've introduced the Lens Equitable Access Program (LEAP) to ensure all users can access the Lens tools regardless of their financial standing. The Lens affirms that no one will be disadvantaged by lack of access to Lens.org tools. If a user legitimately needs these tools, and can demonstrate that they cannot afford the suggested price, The Lens commits to finding a way to subsidize the price or otherwise provide access. Apply for Equitable Access
Looking for multiple seat licenses or want a commercial use license for your entire institution? Check out Lens Institutional Toolkits.
This License Agreement (the Agreement), is by and between Cambia (Cambia) a not-for-profit organisation (ABN: 82 061 897 158) whose registered office is at 133 Wickerslack Lane, Karabar, NSW 2620, Australia, and You the Customer (hereto Customer).
1. Definitions and Interpretation
In this Agreement:
Agreement means the license agreement terms comprising the documents set out in clause 2.1.
Authorised Officer of a Party which is a corporation means:
- (a) an employee of the Party whose title contains either of the words Director or Manager;
- (b) a person performing the function of any of them;
- (c) a solicitor acting on behalf of the Party; or
- (d) a person appointed by the Party to act as an Authorised Officer for the purposes of this Agreement and notified to the others.
Background IP Rights of a Party means Intellectual Property Rights:
- (a) created, owned or licensed by the Party (or its licensor) independently of this Agreement; or
- (b) which exists prior to the date of this Agreement or the commencement of the work under this Agreement (whichever is earlier).
Business Day means:
- (a) if determining when a notice, consent or other communication is given, a day that is not a Saturday, Sunday or public holiday in the place to which the notice, consent or other communication is sent; and
- (b) for any other purpose, a day (other than a Saturday, Sunday or public holiday) on which banks are open for general banking business in Brisbane, Queensland, Australia.
Claim means, in relation to a person, any action, allegation, claim, demand, judgment, liability, proceeding, remedy, right of action or right of set-off made against the person concerned however it arises whether:
- (a) it is present, unascertained, immediate, future or contingent;
- (b) it is based in contract, tort, statute or otherwise; or
- (c) it involves a third party or a Party to this Agreement.
Commercial Use is any use of the Services or Metadata that results in a business or corporate outcome - financial or otherwise.
Confidential Information means, in relation to each Party (for the purposes of this definition, Discloser), all information disclosed by or on behalf of the Discloser, concerning or relating to:
- (a) the fee and remuneration structure set out in this Agreement;
- (b) know-how, trade secrets, ideas, marketing strategies, operational information, technical information and financial information;
- (c) proprietary software tools, business processes, project management methodologies and tools, software testing and verification methods, solution architecture models and solutions;
- (d) its business affairs (including products, services, customers and suppliers); and
- (e) other information, which, by its nature or by the circumstances of its disclosure, is or could reasonably be expected to be regarded as confidential,
- (f) which is publicly known;
- (g) which is disclosed to the other Party without restriction by a third party (other than the Discloser) and without any breach of confidentiality by that third party; or
- (h) which is developed independently by the other Party without reliance on any of the confidential information.
Consequential Loss means any of the following:
- (a) loss of revenue;
- (b) loss of profits;
- (c) loss of opportunity to make profits;
- (d) loss of business;
- (e) loss of business opportunity;
- (f) loss of use or amenity, or loss of anticipated savings;
- (g) special, exemplary or punitive damages; and
- (h) any loss which does not directly and naturally flow in the normal course of events from the occurrence of the event giving rise to the liability for such loss, whether or not such loss was in the contemplation of the Parties at the time of entry into this Agreement,
Content means items of patents, scholarly works and biological sequences available on the Lens.org platform.
Corporations Act means the Corporations Act 2001 (Cth).
Exceptional Circumstance means a circumstance beyond the reasonable control of the Parties which results in a Party being unable to observe or perform on time an obligation under this Agreement. Such circumstances include:
- (a) adverse changes in government regulations;
- (b) any disaster or act of God, lightning strikes, atmospheric disturbances, earthquakes, floods, storms, explosions, fires and any natural disaster;
- (c) acts of war, acts of public enemies, terrorism, riots, civil commotion, malicious damage, sabotage and revolution, cyber attacks, viruses or malware, data loss as a result of the actions of a third party;
- (d) strikes or industrial disputes;
- (e) materials or labour shortage; and
- (f) acts or omissions of any third party network providers (such as internet, telephony or power provider).
Fees mean the Fee set out in the payment form.
Government Body means:
- (a) any person, body or other thing exercising an executive, legislative, judicial or other governmental function of any country or political subdivision of any country;
- (b) any public authority constituted by or under a law of any country or political subdivision of any country; and
- (c) any person deriving a power directly or indirectly from any other Government Body.
Individual means the specific named individual and associated Lens user account as set out in the payment form.
Insolvency Event means an event of bankruptcy or insolvency, an assignment for the benefit of creditors, the appointment of an administrator, receiver, receiver and manager, provisional liquidator, liquidator and official manager or any similar person to any assets of a person, a failure to comply with a statutory demand, or anything else which occurs which is analogous or has a substantially similar effect, under the laws of any jurisdiction, or the person is otherwise insolvent or unable to pay its debts as and when they fall due.
Intellectual Property Rights means all current and future registered and unregistered rights in respect of copyright, circuit layouts, designs, trade marks, know-how, confidential information, patents, inventions, plant breeder’s rights and discoveries and all other intellectual property as defined in article 2 of the convention establishing the World Intellectual Property Organisation 1967.
Law means any statute, rule, regulation, proclamation, order in council, ordinance, local law or by-law, whether:
- (a) present or future; or
- (b) State, federal or otherwise.
Lens Identifiers means a 15 digit identifier called a Lens ID used to locate every document in the Lens.
Liability means any liability, debt or obligation, whether actual, contingent or prospective, present or future, qualified or unqualified or incurred jointly or severally with any other person.
Loss means any loss (including Consequential Loss), claims, actions, liabilities, damages, expenses, diminution in value or deficiency of any kind whether direct, indirect, consequential or otherwise.
Material means property, information, software, firmware, documented methodology or process, documentation or other material in whatever form, including any reports, specifications, business rules or requirements, user manuals, user guides, operations manuals, training materials and instructions, and the subject matter of any category of Intellectual Property Rights.
Metadata means data that describes, identifies and provides information (including bibliographic information, abstracts, references, citations and internet locations) about the Content on Lens.org.
New IP Rights means any and all Intellectual Property Rights created in the course of, or connection with, the performance of the Services.
Personnel means in relation to a Party, any Related Body Corporate, Related Entity, employee, officer, agent, contractor, professional adviser or student of that Party.
Personal Information has the meaning given in the Privacy Law.
Privacy Law means the Privacy Act 1988 (Cth).
Related Body Corporate includes any corporation that is deemed to be related to a person by virtue of the provisions of the Corporations Act.
Related Entity means a person which is a related entity within the meaning of that term in section 9 of the Corporations Act.
Tax means any present or future tax, levy, deduction, impost, withholding, charge or duty which is levied or imposed by any Government Body together with any interest, penalty or fine on those amounts.
Term means the duration of the Agreement, until it is terminated or expires in accordance with the terms of the Agreement, as set out in clause 3.
- (a) Unless the contrary intention appears, a reference in this Agreement to:
- (1) this Agreement or another document includes any variation or replacement of it despite any change in the identity of the parties;
- (2) one gender includes the others;
- (3) the singular includes the plural and the plural includes the singular;
- (4) a person, partnership, corporation, trust, association, joint venture, unincorporated body, Government Body or other entity includes any other of them;
- (5) an item, recital, clause, subclause, paragraph, schedule or attachment is to an item, recital, clause, subclause, paragraph of, or schedule or attachment to, this Agreement and a reference to this Agreement includes any schedule or attachment;
- (6) a Party includes the Party’s executors, administrators, successors, substitutes (including a person who becomes a Party by novation) and permitted assigns;
- (7) any statute, ordinance, code or other law includes regulations and other instruments under any of them and consolidations, amendments, re-enactments or replacements of any of them;
- (8) money is to Australian dollars, unless otherwise stated; and
- (9) a time is a reference to Brisbane time unless otherwise specified.
- (b) The words include, including, such as, for example and similar expressions are not to be construed as words of limitation.
- (c) Where a word or expression is given a particular meaning, other parts of speech and grammatical forms of that word or expression have a corresponding meaning.
- (d) Headings and any table of contents or index are for convenience only and do not affect the interpretation of this Agreement.
- (e) A provision of this Agreement must not be construed to the disadvantage of a Party merely because that Party or its advisers were responsible for the preparation of this Agreement or the inclusion of the provision in this Agreement.
1.3 Business Days
- (a) If anything under this Agreement must be done on a day that is not a Business Day, it must be done instead on the next Business Day.
- (b) If an act is required to be done on a particular day, it must be done before 5.00pm on that day or it will be considered to have been done on the following day.
- (a) If a Party consists of more than one person, this Agreement binds each of them separately and any two or more of them jointly.
- (b) An agreement, covenant, obligation, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them separately.
- (c) An agreement, covenant, obligation, representation or warranty on the part of two or more persons binds them jointly and each of them separately.
2.1 Formation and composition
The following are comprised in the Agreement:
- (a) this document, being the license Agreement; and
In the event of any conflict or inconsistency between one or more of the documents comprising this Agreement, then for interpretation, the order of precedence is the order of the documents in clause 2.1 (highest to lowest).
- (a) commences on the date the Customer agrees to be bound by the terms of this Agreement by clicking "I accept" (or equivalent) where indicated on the payment form on the Lens.org platform, portal or website (Commencement Date);
- (b) continues in force for an annual (12 month) time period (Subscription Period); and
- (c) unless:
- (1) one of the Parties provides written notice to the other of an intention to allow the Term to expire 30 days prior to the expiration of the initial Subscription Period or a further Subscription Period; or
- (2) the Agreement has been otherwise terminated in accordance with clause 10 (Termination);
- (D) automatically renews for a further annual time period (on each such occasion) (Further Subscription Period), on the terms and conditions of the Agreement at the time of renewal.
4. Access and Use of Services
4.1 Grant of License to Services
In consideration for Customer’s payment of the Fees, and subject to Customer’s compliance at all times with the terms of this Agreement, Cambia grants to Customer, during the Term, a non-exclusive, non-transferable, and non-sublicensable License for the Individual only, to access and use the Services, for Commercial Use.
4.2 Grants of License to Metadata
Subject to Customer’s compliance at all times with the terms of this Agreement, Cambia grants to Customer, during the term, a non-exclusive, non-transferable, revocable License for any and all rights necessary for the Individual only, to use, reproduce, transmit, distribute, display and sublicense Metadata, for Commercial Use.
- (a) use the appropriate Lens Identifier to link to Lens.org data, where Customer displays, refers to or references Content sourced from Lens.org data, including publication or analysis using data derived from Lens APIs or Lens.org; and
4.4 Obligations of Customer
- (a) Customer must not:
- (1) sell, transfer, redistribute, or otherwise exploit the Services;
- (2) permit access to the Services by any person other than the Individual;
- (3) permit access to the Services by third parties, with the exception of Customer’s third party providers such as Customer’s in-house IT services.
- (b) Customer agrees not to use the Services in a manner that:
- (1) abuses or materially disrupts any aspect of the networks, security systems, services and/or websites of Cambia or its related entities;
- (2) could damage, disable, overburden, impair or otherwise interfere with the provision of services by Cambia to other users;
- (3) constitutes data collection or data mining activities on or in respect of the Services without the prior written consent of Cambia;
- (4) otherwise constitutes abuse or inappropriate use of the Services, as determined by Cambia in its sole discretion.
The Customer agrees:
- (a) access to the Services may occasionally be limited due to scheduled maintenance;
- (b) access to the Services is reliant upon various factors outside our control, including, without limitation, events of Exceptional Circumstance, and Customer’s (or Customer’s Personnel’s) internet service provider, telecommunications provider or computer equipment used to access the Services;
- (c) although Cambia will use reasonable endeavours to ensure Customer has continuous access to the Services, Cambia is not liable to Customer, its Personnel or any other person for any Claim or to any other extent for Loss or damage caused by such factors; and
- (d) Customer will have no Claim against Cambia in respect of loss of access or functionality to the Services.
4.6 Account Security
Customer acknowledges that Customer alone is responsible for the Individual’s use of the Services and protection of the Individual’s account username and password. Customer is also responsible for all activities that occur in connection with the Individual’s account. Customer agrees to keep the Individual’s account username and password strictly confidential and to notify Cambia promptly in writing of any unauthorised use of the Individual’s account.
Customer agrees that Cambia can delegate the performance of any of the Services (or other obligations under the Agreement) to any of its subcontractors.
4.8 Substitution of Individual
Where Customer is a company or business, Cambia may, in its sole discretion, permit Customer to substitute the Individual permitted to access the Services and Metadata in accordance with clauses 4.1 and 4.2 to another named individual of the Customer.
Fees and Payment
In consideration for Cambia’s grant of License as described in clause 4.1 and 4.2, Customer will pay the Fees to Cambia.
5.2 Timing and method of payment of Fees
The Fees are payable immediately by electronic payment, on the Commencement Date, or before the commencement of any Further Subscription Period, unless otherwise specified on Cambia’s invoice.
5.3 Fees Review
- (a) Customer agrees that Cambia may review and revise the Fees annually.
- (b) Such change in the Fees takes effect on the commencement of the Further Subscription Period.
5.4 Late payment of invoice
If Customer is in arrears in any payment due to Cambia under this Agreement, Cambia will be entitled to (in its sole discretion):
- (a) suspend Customer’s access to Services (or any part thereof) under clause 6 (Suspension); or
- (b) terminate this Agreement in accordance with clause 10 (Termination).
5.5 Goods and Services Tax
Unless expressly stated to the contrary, all amounts expressed in the Agreement are exclusive of GST.
Upon notice without undue delay, Cambia may temporarily suspend (in part or whole, in the absolute discretion of Cambia) the provision of the Services to Customer if:
- (a) Cambia is required by Law to do so;
- (b) Cambia believes (acting reasonably) that the Individual, Customer (or its Personnel) are using the Services to infringe the Intellectual Property Rights of a third party;
- (c) such suspension is pursuant to clause 5.4 (late payment of invoice);
- (d) an event of Exceptional Circumstances occurs, which affects or may affect Cambia’s ability to provide the Services; or
- (e) if Customer is, or Cambia reasonably suspects Customer is, in breach of the Agreement.
6.2 Effect of suspension
Suspension in accordance with clause 6.1 will not affect any rights which accrue prior to, or after, suspension of Customer’s obligations under the Agreement.
7. Intellectual Property Rights
7.1 Customer’s Background IP Rights
- (a) Customer retains its ownership of its Background IP Rights.
7.2 Cambia’s Background IP Rights
- (a) Customer will not gain any ownership of Cambia’s Background IP Rights or New IP Rights.
- (b) Customer agrees not to use or Cambia’s Background IP Rights or New IP Rights except as permitted under this Agreement or otherwise permitted in writing by Cambia.
7.3 New IP Rights
- (a) Upon their creation, all New IP Rights will be owned by and (to the extent necessary) assigned to Cambia.
- (b) Customer agrees to do any act or thing required to give effect to the assignment under clause 7.3(a).
8.1 Exclusion of liability
- (a) To the extent permitted by Law, Cambia will have no liability to the Customer for Consequential Loss in connection with this Agreement, even if the possibility of such Consequential Loss had been made known prior to entering into the Agreement.
- (b) Unless otherwise specified, Cambia will have no liability to third parties arising out of or in connection with, this Agreement.
- (c) Cambia will have no liability whatever to Customer, Customer’s Personnel or a third party arising in connection with Customer’s unauthorised use of the Services or Metadata, including where in breach of the terms of the licenses granted under clause 4.1 and 4.2, or infringement of Cambia’s Intellectual Property Rights.
- (d) Customer acknowledges and agrees that to the extent the Services include software, that software is never error- or defect-free, and that the mere presence of defects, unavailability, or errors in software will not constitute a breach of Cambia’s obligations under the Agreement.
- (e) Customer acknowledges and agrees that Cambia does not guarantee the Content will be accurate or complete.
8.2 Implied terms
To the full extent permitted by Law, any term which would otherwise be implied into the Agreement is excluded. If any law implies or imposes terms into the Agreement which cannot be lawfully excluded, such terms will apply, save that Cambia’s liability for breach of any such term will be limited in accordance with clause 8.3 below.
8.3 Limitations of liability
If Cambia is liable in connection with the Agreement (whether in contract, tort, indemnity or statute), then irrespective of anything else in the Agreement, Cambia’s cumulative liability in the aggregate shall (to the fullest extent permitted by Law) in no event exceed an amount equal to the sum of the Fees paid by Customer to Cambia in the 12 months before the liability arose, for the Services to which the liability relates.
Customer indemnifies, hold harmless, and will keep indemnified, Cambia, its Related Entities, directors, officers and Personnel (Indemnified Persons) against any Claims or Loss arising from or in connection with infringement of the Intellectual Property Rights of Cambia or a third party (including the owner of Content), where caused (or contributed to) by a breach of the terms of this Agreement by the Customer, or the acts or omissions of the Customer (or its Personnel).
The aforementioned indemnification is conditional on Cambia (i) without undue delay giving Customer written notice of any actual or asserted action when Cambia becomes aware of it, (ii) giving Customer sole conduct of the defence of any claim and not admitting liability or attempting to settle the action (except upon Customer's written instructions), and (iii) acting in accordance with Customer's reasonable instructions in connection with any action and giving Customer any assistance it may reasonably require for the defence of the action. Cambia agrees not to make any admission or take any direct action, which may be prejudicial to any litigation or negotiations, without the express consent of Customer.
10.1 Termination for cause
Either Party may terminate the Agreement immediately by written notice without undue delay upon the occurrence of one of the following events:
- (a) if the other Party is in breach of the Agreement and that other Party has failed to remedy that breach within thirty (30) days of a written notice to it from the first-mentioned Party, specifying the breach and requiring it to be remedied; or
- (b) an Insolvency Event occurs in respect of the other Party.
10.2 Termination for convenience
- (a) Either Party may terminate this Agreement for any reason, upon providing written notice of termination in accordance with the notice period specified in clause 10.2(b). The Agreement terminates on the expiration of the notice period.
- (b) The notice period under clause 10.2(a) is 30 days.
10.3 Consequences of Termination
Upon termination of the Agreement:
- (a) all money due by Customer to Cambia under or in connection with this Agreement must be paid in full;
- (b) subject to clause 10.3(d), the licenses granted under clause 4.1 and 4.2 terminate immediately;
- (c) the right to use any Content or Metadata lawfully obtained under the license granted under clause 4.2 prior to the termination of the Agreement will continue, but subject to the obligations and restrictions in this Agreement in respect of that Content or Metadata;
- (d) the Individual’s Commercial Use license subscription will be disabled on their Lens.org account;
- (e) Customer shall promptly remove all references to The Lens or Lens.org name, logo, and all trademarks from Customer’s active websites and services (except to the extent Customer is permitted to continue to display such references and trademarks pursuant to another Agreement between Customer and Cambia, or is required to, such as Attribution). Any services already rendered by Customer, such as materials provided to clients and external parties, are not required to remove references to The Lens, Lens.org name or logo.
The following clauses survive termination of the Agreement: clause 7 (Intellectual Property Rights), clause 8 (Liability), clause 10.3 (Consequences of Termination), and this clause 10.4.
10.5 No prejudice of rights
Termination shall not prejudice or affect any right or action which shall have accrued or shall thereafter accrue to either Party.
11. Privacy law
- (a) Each Party agrees to comply with all Privacy Laws in relation to any and all Personal Information that it collects from the other Party in connection with the Agreement.
- (b) The Customer warrants to Cambia that it has obtained all necessary consents required under, or is otherwise authorised by, Privacy Laws to enable Cambia (or its Personnel) to hold and use the Personal Information of the Customer’s Personnel for the purposes of Cambia performing its obligations under the Agreement.
Any notice or other communication to or by any Party must be in writing and in the English language.
In addition to any other method of service authorised by Law, the notice may be:
- (a) personally served on a Party;
- (b) left at the Party’s current address for service;
- (c) sent to the Party’s current address for service by prepaid ordinary mail or if the address is outside Australia by prepaid airmail; or
- (d) sent by electronic mail to the Party’s electronic mail address.
If a notice is sent or delivered in the manner provided in clause 12.2 it must be treated as given to or received by the addressee in the case of:
- (a) delivery in person, when delivered;
- (b) delivery by post:
- (1) in Australia to an Australian address, the second Business Day after posting; or
- (2) in any other case, on the tenth Business Day after posting; or
- (c) electronic mail, when the sender’s computer reports that the message has been delivered to the electronic mail address of the addressee, but if delivery is made after 5.00pm on a Business Day it must be treated as received on the next Business Day in that place.
A Party may from time to time change its address or numbers for service by notice to each other Party.
13. Governing law and jurisdiction
13.1 Governing law
This Agreement is governed by and construed in accordance with the laws of Queensland, Australia.
Each Party irrevocably:
- (a) submits to the non exclusive jurisdiction of the courts of Queensland, Australia and the courts competent to determine appeals from those courts, with respect to any proceedings which may be brought at any time relating to this Agreement; and
- (b) waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an inconvenient forum, if that venue falls within paragraph 13.2(a).
14.1 Exercise rights
A single or partial exercise or waiver by a Party of any right under or relating to this Agreement will not prevent any other exercise of that right or the exercise of any other right.
If the liability of a Party to pay money under this Agreement becomes merged in any deed, judgment, order or other thing, the Party liable must pay interest on the amount owing from time to time under that deed, judgment, order or other thing at the higher of the rate payable under this Agreement and that fixed by or payable under that deed, judgment, order or other thing.
14.3 Moratorium legislation
Any law which varies, prevents or prejudicially affects the exercise by a Party of any right, power or remedy conferred on it under this Agreement is excluded to the extent permitted by Law.
14.4 No assignment
A Party must not assign, transfer or novate all or any part of its rights or obligations under or relating to this Agreement or grant, declare, create or dispose of any right or interest in it, without the prior written consent of each other Party.
14.5 Remedies cumulative
The rights and remedies under this Agreement are cumulative and not exclusive of any rights or remedies provided by Law.
If a provision of this Agreement is illegal, invalid, unenforceable or void in a jurisdiction it is severed for that jurisdiction and the remainder of this Agreement has full force and effect and the validity or enforceability of that provision in any other jurisdiction is not affected.
14.7 Further assurance
Each Party must promptly at its own cost do all things (including executing and delivering all documents) necessary or desirable to give full effect to this Agreement and the transactions contemplated by it.
Each Party is responsible for all its own costs incurred in the negotiation and performance of this Agreement including legal costs.
- (a) Time is of the essence of this Agreement.
- (b) If the Parties agree to vary a time requirement, the time requirement so varied is of the essence of this Agreement.
- (c) An Agreement to vary a time requirement must be in writing.
An amendment or variation to this Agreement is not effective unless it is in writing and signed by the Parties.
- (a) A Party’s waiver of a right under or relating to this Agreement, whether prospectively or retrospectively, is not effective unless it is in writing and signed by that Party.
- (b) No other act, omission or delay by a Party will constitute a waiver of a right.
14.12 Whole Agreement
- (a) is the entire Agreement and understanding between the Parties relating to the subject matter of this Agreement; and
- (b) supersedes any prior Agreement, representation (written or oral) or understanding on anything connected with that subject matter.