Website Use Agreement
This Website Use Agreement ("Agreement") between user ("You") and Growers Edge Inc., or any Growers Edge advertiser or advertiser's contacts, ("Growers Edge") sets forth the terms and conditions under which You may use the Growers Edge website, www.growers-edge.com, and the software applications related thereto (the "Website").
1. Agreement. Before You may use this website You must agree, on behalf of Yourself individually (if Your business is a sole proprietorship) or Your company (if Your business is a corporation or partnership) to be bound by the Agreement. After You have reviewed the Agreement, please indicate Your acceptance of its terms and conditions by clicking the box labeled "I Accept". By clicking the box labeled "I Accept," You agree to be bound by the terms and conditions of this Agreement. By clicking the box labeled "I Accept" You are stating to Growers Edge that the information You provide about Yourself and Your company (if any) as part of this registration process is complete and accurate.
You are an adult, 18 years or older, have a farming interest, and You have the legal capacity to enter into the Agreement. If Your business is a corporation or partnership, You have the authority to enter into binding contracts on behalf of Your company. You have read and understand all of the terms and conditions of the Agreement and You and Your company (if any) agree to be legally bound by the Agreement.
You understand purchasing any product from Growers Edge, or any Growers Edge advertiser or advertiser's contact, is optional, and the availability and/or usage of Growers Edge's Dashboard is not contingent on any purchase of a product from Growers Edge or any Growers Edge advertiser or advertiser's contact. You are free to purchase products from any available source and You will not be discriminated against for purchasing products from any person or entity that is not an advertiser or an advertiser's contact. I hereby grant permission for a Growers Edge advertiser's contact to contact me to assist with personalization and use of the website.
By using this Website, You acknowledge Your assent to the Agreement of use without limitation or qualification. Please read this Agreement carefully before using this Website. This Agreement may be revised at any time by updating this posting. You are bound by any such revisions and should therefore periodically visit this page to review the then current Agreement to which You are bound. If You do not agree to be bound by the Agreement, do not use this Website.
Growers Edge gathers information about Website visitors to improve the quality of information and resources offered. We collect two forms of information: visitor data and voluntarily provided personal data.
We routinely gather information regarding our Website activity, such as how many people visit our site, the pages they visit and where they come from. This data is collected on an anonymous basis. It does not contain any personal information. This information is for our internal use only. It is not shared or sold to any third parties.
Through voluntary responses on the Growers Edge Website, we collect personal information from visitors. This information is collected only when visitors voluntarily provide it or authorize the release to Growers Edge from a third party. The data collected is also for our internal use only and is not shared or sold to any other third parties.
If You think You have reached this page in error, please contact the webmaster and describe Your problem. Please include the date and time, as well as what browser You are using, and the page on which the error occurred.
3. Trading Information. The grain pricing and trading system that operates on the Website is based on information (e.g. bids, offers and orders) received from users and third party providers of the Website. Growers Edge will notify users confirming matched bids and offers. Growers Edge does not guaranty or warrant whether or not (i) the bids, offers or other information were authorized by a particular user; (ii) the bids, offers or other information were altered or corrupted outside of the Website; and (iii) any communication from Growers Edge, including trade confirmations, were altered or corrupted outside of the Website. Growers Edge will not verify whether bids, offers or other information submitted by a particular user was authorized and Growers Edge has no such duty. You have access only to information about You own bids and offers, except for trading information that is made available to all users of the Website. Growers Edge is not responsible for any loss, corruption, or modification of information submitted to or sent by the Website.
4. Risk of Transactions. Growers Edge shall not be liable for any transaction entered into by You. Growers Edge is providing the platform for potential buyers and sellers to communicate regarding possible grain transactions, and, as such, Growers Edge is not a principal to any transaction. No resource provided by Growers Edge in connection with the Website or otherwise, shall give rise to any fiduciary or equitable duties on the part of Growers Edge. Growers Edge may receive fees from more than one user in respect of any particular bid or offer matched through the Website. Growers Edge does not provide any recommendations to buy or sell grain or enter into any particular transaction, and no information provided by Growers Edge on the Website should be interpreted as a recommendation that any transaction is suitable for any person. Growers Edge has no duty to verify whether any information submitted to the Website is authorized or accurate. Growers Edge is not responsible for any loss, corruption, or modification of information submitted to or sent by the Website.
5. Fees. Growers Edge may assess a fee ("Fee") for each transaction You complete with parties introduced to You on the Website. Growers Edge will collect each fee from the buyer; provided, however, that nothing in this Agreement shall prohibit the buyer from charging back all or a portion of such Fee to the seller. You are responsible for the payment of all taxes, levies or charges of any governmental authority with respect to the transactions You complete with parties introduced to You on the Website.
6. Payment. If You sell grain to a user, You are responsible for invoicing and collecting from buyers all amounts owed to You as a result of completed transactions. If You buy grain from a user introduced to You on the Website, You must pay the Fee assessed for use of the Website within 30 days after the invoice date. All amounts not paid when due will be assessed interest at the rate of 1% per month until paid in full. In addition, You will reimburse Growers Edge for all costs and expenses of collecting past due amounts.
7. Suspension or Limitation. Growers Edge reserves the right to limit or suspend Your access to the Website upon any of the following occurrences: (a) a breach by You of the obligations under this Agreement or the Website Use Agreement; (b) the Website security is breached; (c) Growers Edge is unable to provide the Website for any reason; (d) applicable laws or regulations require such limitation or suspension; (e) Growers Edge determines, in its sole discretion, that market conditions render it necessary or desirable to do so; or (f) the termination of an agreement with any third party provider.
8. Records. Growers Edge shall maintain and retain records of bids and offers made on the Website as may be required by applicable laws and rules or in accordance with the policy of Growers Edge, as amended in its sole discretion. Growers Edge shall have no other obligation to maintain records, or to provide You with access to any particular records.
9. Passwords. Growers Edge may provide passwords ("Passwords") to be used only by You, which shall be kept confidential. If You become aware of any unauthorized use or misuse of the Password, You must immediately notify Growers Edge. Upon receipt of notice from You, or upon reasonable belief of misuse, Growers Edge shall have the right, but not the obligation, to prevent further unauthorized use of the Passwords. You agree to take all reasonable measures to prevent and remedy unauthorized use. Growers Edge shall not be liable, and You agree to hold Growers Edge harmless from, any losses, costs, or damages You related thereto.
10. Control of Website. Growers Edge shall have sole discretion and control of the Website, including its appearance, content, design and functionality. Growers Edge reserves the right to modify at any time the Website. We reserve the right to discontinue or modify this Website at any time without prior notice.
11. Representations and Warranties. You represent and warrant, and at all times during the Agreement with Growers Edge that this Agreement constitutes Your legal, valid and binding obligation, enforceable against You in accordance with its terms and Your acceptance of and performance of this Agreement, and Your access and use of the Website, does not and will not violate any applicable laws and rules, the Website Use Agreement or any agreement by which You are bound.
12. Intellectual Property. Growers Edge is owner of all right, title and interest in and to the Website, including all related software, and to any information contained on the Website. You shall not (a) modify the Website in any manner; or (b) disassemble or attempt to reverse-engineer the Website. Growers Edge may, from time to time, use general information regarding pricing, trading volume, commodity types traded, location of commodity deliveries, and other data (the "Data") provided by users of the Website. The Data will not contain any personally identifiable information about You. Growers Edge owns the Data and may license, sell or otherwise provide the Data to third parties.
13. DISCLAIMERS. MATERIALS ON THIS WEBSITE (INCLUDING, WITHOUT LIMITATION, ALL SOFTWARE) ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESSED OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, GROWERS EDGE AND ITS SUBSIDIARIES, REPRESENTATIVES, ADVERTISERS OR ADVERTISER'S CONTACTS AND AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY. GROWERS EDGE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MATERIALS WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THIS WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. GROWERS EDGE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS ON THIS WEBSITE IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. THE INFORMATION AND DESCRIPTIONS CONTAINED HEREIN ARE NOT INTENDED TO BE COMPLETE DESCRIPTIONS OF ALL TERMS, EXCLUSIONS AND CONDITIONS APPLICABLE TO THE PRODUCTS AND RESOURCES, BUT ARE PROVIDED SOLELY FOR GENERAL INFORMATIONAL PURPOSES. GROWERS EDGE MAY MAKE CHANGES TO THE WEBSITE MATERIALS AND THE PRODUCT INFORMATION AT ANY TIME WITHOUT NOTICE AND WITHOUT OBLIGATION TO UPDATE THE MATERIALS CONTAINED ON THIS WEBSITE.
SOME OF THE INFORMATION, ARTICLES, RESOURCES AND OTHER MATERIALS AVAILABLE THROUGH THIS SITE ARE PROVIDED TO GROWERS EDGE BY THIRD PARTIES, INCLUDING THIRD-PARTY NEWS, WEATHER AND FUTURES QUOTATION RESOURCES. WHEREVER PRACTICAL, IN OUR OPINION, THE SOURCE OF THESE THIRD-PARTY MATERIALS IS IDENTIFIED. THESE THIRD-PARTY MATERIALS ARE PROVIDED FOR YOUR INTEREST AND CONVENIENCE ONLY. GROWERS EDGE DOES NOT ENDORSE THESE MATERIALS OR THE VENDORS WHO SUPPLY THEM TO US, NOR DOES GROWERS EDGE WARRANT OR REPRESENT THAT THESE MATERIALS ARE CURRENT, ACCURATE, COMPLETE OR RELIABLE. THIS WEBSITE MAY BE LINKED TO OTHER WEBSITES WHICH ARE NOT MAINTAINED BY GROWERS EDGE (SUCH AS, ADVERTISERS, AFFILIATE PARTNERS, STRATEGIC PARTNERS, OR OTHERS). LINKS ON THIS WEBSITE TO SUCH THIRD-PARTY WEBSITES ARE PROVIDED SOLELY AS A CONVENIENCE TO YOU. IF YOU USE THESE LINKS, YOU WILL LEAVE THIS WEBSITE. GROWERS EDGE HAS NOT REVIEWED ALL OF THESE THIRD-PARTY SITES AND DOES NOT CONTROL AND IS NOT RESPONSIBLE FOR ANY OF THESE SITES OR THEIR CONTENT, NOR DOES THE INCLUSION OF ANY LINK TO SUCH WEBSITES IMPLY APPROVAL OF OR ENDORSEMENT BY GROWERS EDGE OF THE WEBSITES OR THE CONTENT THEREOF. THUS, GROWERS EDGE DOES NOT ENDORSE OR MAKE ANY REPRESENTATIONS ABOUT THEM, OR ANY INFORMATION, SOFTWARE OR OTHER PRODUCTS OR MATERIALS FOUND THERE, OR ANY RESULTS THAT MAY BE OBTAINED FROM USING THEM. IF YOU DECIDE TO ACCESS ANY OF THE THIRD-PARTY WEBSITES LINKED TO
THIS WEBSITE, YOU DO SO ENTIRELY AT YOUR OWN RISK. THIS WEBSITE IS INTENDED TO PROVIDE GENERAL INFORMATION AND RESOURCES ONLY AND IS NOT INTENDED TO ASSIST IN THE SOLICITATION, NEGOTIATION OR SALE OF ANY INSURANCE OR SECURITY PRODUCT.
THE RISK OF LOSS IN TRADING COMMODITIES CAN BE SUBSTANTIAL, AND PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS. THEREFORE, YOU SHOULD CAREFULLY CONSIDER WHETHER SUCH TRADING IS SUITABLE FOR YOU OR YOUR ORGANIZATION IN LIGHT OF YOUR FINANCIAL CONDITION. ANY EXAMPLES GIVEN ARE STRICTLY HYPOTHETICAL AND NO REPRESENTATION IS BEING MADE THAT ANY PERSON WILL OR IS LIKELY TO ACHIEVE PROFITS OR LOSSES SIMILAR TO THOSE EXAMPLES. NEITHER THE INFORMATION, NOR ANY OPINION EXPRESSED SHALL BE CONSTRUED AS AN OFFER TO BUY OR SELL ANY FUTURES OR OPTIONS ON FUTURES CONTRACTS. PLEASE CONSULT WITH YOUR AG BANKER, GRAIN MARKETING ADVISOR AND/OR CROP INSURANCE AGENT TO MAKE ANY DECISIONS AS THEY RELATE TO YOU.
15. LIMITATION OF LIABILITY. WHILE GROWERS EDGE USES REASONABLE EFFORTS TO INCLUDE ACCURATE AND UP TO DATE INFORMATION ON THIS WEBSITE, ERRORS OR OMISSIONS SOMETIMES OCCUR. GROWERS EDGE MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE ACCURACY OF THIS WEBSITE. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SHALL GROWERS EDGE OR ANY PARTY INVOLVED IN CREATING, PRODUCING, ADVERTISING, OR DELIVERING THE WEBSITE BE LIABLE TO YOU FOR ANY DIRECT, INCIDENTAL, CONSEQUENTIAL, INDIRECT, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) THAT RESULT FROM THE USE OF, OR THE INABILITY TO USE, OR THE RESULTS OF THE USE OF THIS WEBSITE OR THE MATERIALS OR INFORMATION CONTAINED AT THIS WEBSITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF GROWERS EDGE, A GROWERS EDGE REPRESENTATIVE, GROWERS EDGE ADVERTISER OR ADVERTISOR'S CONTACT, OR AFFILIATE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL GROWERS EDGE'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THIS WEBSITE OR THE MATERIALS. GROWERS EDGE ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY AS A RESULT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE WEBSITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, OR AUDIO FROM THIS WEBSITE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THESE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
GROWERS EDGE HAS NO LIABILITY TO YOU OR ANY USER IN CONNECTION WITH THE FAILURE BY ANY OTHER USER TO PERFORM ANY TRANSACTION BASED UPON A BID AND OFFER MATCHED VIA THE WEBSITE OR THE FAILURE OF ANY OTHER USER TO COMPLY WITH THE WEBSITE USE AGREEMENT OR ITS AGREEMENTS WITH GROWERS EDGE REGARDING ACCESS TO OR USE OF THE WEBSITE.
THE DISCLAIMERS AND LIMITATIONS SET FORTH IN THIS SECTION ARE INTEGRAL TO GROWERS EDGE'S ABILITY TO PROVIDE THE WEBSITE AND RESOURCES. WERE GROWERS EDGE TO ASSUME ANY FURTHER LIABILITY OTHER THAN AS EXPRESSLY SET FORTH HEREIN, GROWERS EDGE MAY HAVE TO CHARGE YOU A SUBSTANTIAL FEE FOR YOUR USE OF THE WEBSITE AND THE PRODUCTS.
16. Restriction on Use of Materials. This Website is owned and operated by Growers Edge as otherwise expressly permitted by Growers Edge, no materials from this Website or any Website owned, operated, licensed or controlled by Growers Edge may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way. You may download material displayed on this Website for Your personal non-commercial reference only provided You also retain all copyright and other proprietary notices contained on the materials. You may not distribute, modify, transmit, reuse, repost, or use the content of this Website for public or commercial purposes, including the software, text, images, audio, and video without Growers Edge's written permission. Growers Edge neither warrants nor represents that Your use of materials displayed on this Website will not infringe rights of third parties not owned by or affiliated with Growers Edge.
17. Indemnification. You agree to indemnify, hold harmless and defend Growers Edge from and against any claim, suit or proceeding brought by a third party against Growers Edge for any claim arising, directly or indirectly, out of this Agreement or Your use of the Website (a "Claim"), and You will pay all costs incurred by and damages (including reasonable attorneys' fees and disbursements) awarded against Growers Edge in a Claim. Growers Edge shall promptly notify You in writing of any claim, suit or proceeding for which You may have indemnification obligations under this Section. The failure of Growers Edge to provide prompt written notice pursuant to this Section shall excuse You only to the extent that You are materially prejudiced thereby. Growers Edge shall reasonably cooperate with You with regard to the defense of any Claim or threatened Claim.
18. Notices. Any document, notice or payment required or permitted to be delivered hereunder shall be sufficiently delivered if personally delivered, faxed or deposited with U.S. mail, postage prepaid and addressed as follows: If to Growers Edge: Growers Edge Inc., 6913 Vista Drive, West Des Moines, IA 50266 FAX: (866) 910-8218 (or to such other address as any party shall specify by written notice so given), and shall be deemed to have been delivered as of the date so personally delivered, faxed or mailed. Notices to You will be sent to the address provided by You to Growers Edge when You opened Your account.
19. Assignment. You will not assign this Agreement. Growers Edge may assign this Agreement in connection with the transfer of all or part of Growers Edge's assets or business. This Agreement is binding upon and inures to the benefit of the parties and their respective successors, permitted assigns and legal representatives. This Agreement is for the sole benefit of the parties to this Agreement, and their respective successors, permitted assigns and legal representatives and is not intended, nor is it to be construed, to give any other person (other than the parties hereto), any legal or equitable right, remedy or claim hereunder.
20. Independent Contractors. Growers Edge and You are independent contractors, and neither party is an agent, representative or partner of the other party. No association, agency, joint venture or partnership shall be attribute to any of the parties hereto.
21. Amendments and Modification; Waiver. The terms of this Agreement may be amended from time to time by Growers Edge. Each amendment will be posted on the Website. You will be required to accept the amendment to continue using the Website. Your continued use of the Website following the effective date of the amendment constitutes Your acceptance of the amendment to this Agreement. The terms or conditions of this Agreement may not be waived, except by a writing signed by the party or parties waiving such terms or conditions. No written waiver will be construed to effect a continuing waiver of the provision being waived and no waiver in any instance will constitute a waiver in any other instance or for any other purpose or impair the right of the party against whom the waiver is claimed in all other instances or for all other purposes to require full compliance with the provision.
22. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable, that holding will apply only to that provision and will not in any manner affect or render illegal, invalid or unenforceable any other provision of this Agreement, and this Agreement will be reformed, construed and enforced so as to most nearly give lawful effect to the intent of the parties as expressed in this Agreement.
23. Injunctive Relief. In the event of a violation or threatened violation by You of this Agreement, Growers Edge has the right, in addition to all other remedies as may be available pursuant to law or this Agreement, to injunctive (including preliminary and permanent injunctions and temporary restraining orders) or declaratory relief enjoining such act or threatened act. Growers Edge will not be required to post a bond to obtain such relief. You acknowledge that monetary damages for such violation or threatened violation are inadequate.
24. Jurisdictional Issues. Growers Edge administers this Website from its offices in West Des Moines, Iowa. Unless otherwise expressly set forth herein, Growers Edge makes no representation that materials on this Website are appropriate or available for use in any location, including, without limitation, for use outside the United States, and access to the materials on this Website from territories where their contents are illegal is prohibited. You may not use or export or re-export the materials on this Website or any copy or adaptation in violation of any applicable laws or regulations, including, without limitation, U.S. export laws and regulations. Those who choose to access this Website do so on their own initiative and are responsible for compliance with local laws. This Agreement will be governed by and construed in accordance with the laws of the State of Iowa, without giving effect to any principles of conflicts of laws. The information and material contained on this Website is not an offer to sell, directly or indirectly, an inducement to procure, or a solicitation to buy any security or any insurance product in any jurisdiction. No security or other insurance product is offered or will be sold in any jurisdiction in which such offer or solicitation, purchase or sale would be unlawful under the securities, insurance or other laws of such jurisdiction.
25. Venue. In the event any dispute or claim arises under this Agreement, the parties agree that any action shall only be brought in the District Court of Polk County, Iowa, or the U.S. District Court, District of Iowa (Des Moines).
26. Trademarks and Copyrights. All trademarks, service marks, trade names, logos, and icons are licensed or proprietary to Growers Edge. Nothing contained on the Website should be construed as granting, by implication, estoppels, or otherwise, any license or right to use any trademark displayed on this Website without the written permission of Growers Edge or such third party that may own the trademarks displayed on this Website. Your use of the trademarks displayed on this Website, or any other content on this Website, except as provided herein, is strictly prohibited.
Images displayed on this Website are either the property of, or used with permission by, Growers Edge. The use of these images by You, or anyone else authorized by You, is prohibited unless specifically permitted herein. Any unauthorized use of the images may violate copyright laws, trademark laws, the laws of privacy and publicity, and communications regulations and statutes.
The materials on this Website are copyrighted and any unauthorized use of any materials on this Website may violate copyright, trademark, and other laws. If You breach any of this Agreement, Your authorization to use this Website automatically terminates and You must immediately destroy any downloaded or printed materials.
Use of Software
Any software that is made available to download from this Website is the copyrighted work of Growers Edge and/or its suppliers. Use of the software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the software ("License Agreement"). You may not download or install any software that is accompanied by or includes a License Agreement unless You have read and accepted the terms of the License Agreement. REPRODUCTION OR REDISTRIBUTION OF THE SOFTWARE IS PROHIBITED EXCEPT AS PROVIDED FOR IN THE APPLICABLE LICENSE AGREEMENT.
Export of Software
You acknowledge that any software available or provided to You on this Website may contain technology that is subject to strict controls by various agencies of the United States Government pursuant to United States export control laws and regulations. You hereby agree that You will not transfer or export such software from the United States (including, for example, providing such software to any foreign person or entity in the United States) or re-export such software outside the United States in violation of United States export laws and regulations. Growers Edge does not authorize the downloading or exportation of any software or technical data from this Website to any jurisdiction prohibited by the United States export controls laws and regulations.
28. Consent for Release of Information You authorize Your crop insurance company and/or its agents to release all information about Your insurance policy/policies to Growers Edge for the purposes of verifying that You are a farmer and for maintaining Your individual dashboard on the Growers Edge website, if available. If not available, Growers Edge will use county default information until you can provide FSA 528 paperwork certifying your acres or a copy of your latest acreage report.
29. Acknowledgement of Text Resources. You understand Growers Edge delivers text messages and that some cell phone carrier/service providers may charge for text messages. Please check with Your cell phone carrier for Your text message package and associated costs, if any.
30. Entire Agreement. This Agreement constitutes the entire Agreement between the parties with respect to the matters covered hereby and supersedes all previous written, oral or implied understandings between them with respect to those matters.
31. Titles and Headings. The headings and table of contents in this Agreement are for reference purposes only, and will not in any way affect the meaning or interpretation of this Agreement.