Last Updated: June 12, 2026
These Terms of Service (these "Terms") govern your access to and use of the newknack.com website (the "Website"), our digital insurance platform designed to simplify the process of purchasing and managing commercial insurance products (the "Platform"), and certain related services (collectively, with the Website and the Platform, the "Services"). These Terms constitute a legally binding agreement between Knack, Inc. ("Knack," "we," and "us") and you, as a user of the Services ("you").
PLEASE REVIEW THESE TERMS CAREFULLY. THEY IMPOSE BINDING ARBITRATION AND A WAIVER OF CLASS ACTIONS TO RESOLVE ANY DISPUTE OR CLAIM ARISING FROM OR RELATING TO THESE TERMS, (INCLUDING THEIR VALIDITY, APPLICABILITY, OR INTERPRETATION) AND YOUR ACCESS TO AND USE OF THE SERVICES ("CLAIM"). YOU AGREE THAT ANY CLAIM WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION, ARBITRATION, OR OTHER SIMILAR PROCESS. PLEASE REVIEW SECTION 21 CAREFULLY TO UNDERSTAND YOUR RIGHTS AND OBLIGATIONS WITH RESPECT TO THE RESOLUTION OF ANY CLAIM.
BY ACCESSING THE WEBSITE OR USING THE SERVICES OR CLICKING TO AGREE TO THESE TERMS, YOU SIGNIFY YOUR AGREEMENT TO BE BOUND BY THESE TERMS ON BEHALF OF YOUR COMPANY OR OTHER LEGAL ENTITY. BY ACCESSING OR USING THE SERVICES, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THESE TERMS, IN WHICH CASE THE TERM "YOU" WILL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT ACCESS OR USE THE SERVICES.
1. Provision of the Services
During the Term and subject to the terms and conditions contained herein, Knack will use commercially reasonable efforts to provide you with access to the Services. Knack hereby grants you and your Authorized Users (defined below) a limited, non-exclusive, non-transferable, non-sublicensable, right to access and use the Services for their intended purpose.
2. Authorized Users
During the Term, you may allow your employees and agents (referred to as "Authorized Users") to use the Services on your behalf. Examples of Authorized Users include your administrative employees who have authority to manage and administer your account. As a condition to such use, Authorized Users must abide by these Terms and to any additional terms published by Knack specific to Authorized Users. You must immediately notify Knack if you become aware of any violation of these Terms by any Authorized User. You will be liable for any breach of the Agreement (or any Authorized User specific terms) by any Authorized User. You are solely responsible for managing and administering Authorized User accounts, including issuing usernames and passwords, provided that Knack may, at its sole discretion, terminate or suspend any Authorized User's access to the Services for convenience or for any breach without notice. You shall be solely responsible for the security and confidentiality of account information, including usernames and passwords, and will ensure that no third party uses your account. You shall immediately notify Knack at info@newknack.com in the event that you become aware of any unauthorized access to the Services or any violation of the terms of these Terms by you or any Authorized User.
3. Insurance Brokerage Terms
Knack is licensed in select jurisdictions to provide insurance-related Services, including solicitation, negotiation and placement of insurance policies. You may not access or use the Services (other than our Website) outside of jurisdictions listed in Exhibit A, which is attached hereto and made part of this Agreement. Through the Platform, Knack connects users seeking commercial insurance with multiple third-party insurance carriers ("Carriers"), facilitating the quoting, comparison, selection, and binding of commercial insurance policies. You acknowledge and agree that Knack does not itself underwrite insurance policies and Knack does not make any warranties regarding the solvency, insurance products, or business practices of Carriers. Rights and disputes arising out of or under terms of insurance policies that you purchase are matters solely between you and your chosen Carrier. Your access to and use of Knack's brokerage and consulting services is governed by the Brokerage and Consulting Services Agreement.
4. Quotes and Insurance Purchases
If you initiate the insurance purchase process and provide the requested information through the Platform, you will receive insurance quotes from one or more Carrier users of the Platform. You will have the ability to obtain insurance from any Carrier that provides a quote (subject to availability), and the particular Carrier you select is at your sole discretion and decision. When you elect to purchase insurance based on a quote, you may be directed to the applicable Carrier's website to purchase the insurance coverage directly with the Carrier via credit card or other electronic payment method or, if applicable based on the particular Carrier, you may purchase insurance from the Carrier directly through the Platform. Once you obtain insurance coverage from a Carrier via the Platform, you are considered a "Customer" under these Terms. As compensation for facilitating transactions between Customers and the Carriers selected by such Customers, Knack may receive commissions from participating Carriers. The Brokerage and Consulting Services Agreement governs the compensation that Knack will receive for brokerage and consulting services provided to you.
5. Kytt Terms
The Platform includes an AI-powered assistant, called "Kytt." Use of the Platform by you and your Authorized Users may be used to train and improve our AI algorithms. You represent, warrant and agree that you have the authority and any requisite consents to disclose the information, including Personal Data (defined below), by and through your use of Kytt. You acknowledge that Kytt is a tool to aid you in connection with insurance education, coverage recommendations, quoting, and related Services. Kytt is not a substitute for human review and analysis. Output generated by Kytt in response to prompts, such as the answer to a question or the retrieval of information ("Output") may not always be accurate. You should not solely rely on Output generated from Kytt as substitute for legal or other professional advice. Knack does not make any representations, warranties, or guarantees that the Output will: (i) be complete, accurate, or free of errors, or (ii) meet your needs or compliance obligations in connection with any insurance coverage requirements or third-party standards. You are solely responsible for your own work product and for reviewing any Outputs generated by the Services to ensure that such Outputs are true, accurate, and complete. You are solely responsible for all decision-making with respect to your insurance coverage and related decisions. You acknowledge that Knack cannot control, and is therefore not responsible for, your decisions with respect to the implementation of the recommendations provided in connection with Kytt or the Output.
6. Prohibited Actions
You agree not to:
- Rent, lease, lend, sell, redistribute, or sublicense the Services;
- Modify, disassemble, de-compile, reverse engineer, or otherwise attempt to derive the source code of the Platform or knowingly permit or encourage any third party, including but not limited to third party software or tools, to do so;
- Use the Services in any manner to provide service bureau, time-sharing or other computer services to third parties;
- Cover, remove, block, or obscure any labels, warnings, or other portions of the Services;
- Use the Services, or allow the transfer, transmission, export, or re-export of the Services or portion thereof in violation of any export control laws or regulations administered by any government agency;
- Supply any input or Customer Data (defined below) that is: (i) fraudulent, (ii) infringing on the rights of any third party, (iii) libelous, defamatory, obscene, pornographic, profane, indecent, or otherwise inappropriate or (iv) otherwise unlawful;
- Upload a software virus or any other computer code or materials that may: (i) disrupt, damage, or limit the functioning of the Services or any computer software, hardware or telecommunications equipment associated with Services, or (ii) obtain unauthorized access to the Services or any data or other information of ours or of any third party;
- Represent that Output was human generated when it was not;
- Use the Services or any Output to develop a competing product or service;
- Attempt to gain unauthorized access to other computer systems or networks connected to the Services; or
- Use any portion of the Services for any unlawful purpose and may not encourage or facilitate conduct that would constitute a criminal offense or give rise to civil liability.
You may not use the Services for any use other than its intended use. Knack, at its sole discretion, reserves the right to take, or to refrain from taking, all steps available once Knack becomes aware of any violation of these provisions.
7. Subscription Fees
There is no fee for the use of the Platform. However, certain features and functionality of the Platform, as well as certain Services offered by Knack, are available on a subscription basis ("Subscription Services"). Applicable fees and pricing for the Subscription Services ("Subscription Fees"), ordered by you will be presented in the Platform or via an Order Form. Unless otherwise specified, you shall pay Knack any Subscription Fees up front, in advance. Subscription Fees are payable via credit card or other electronic payment method. Except as otherwise provided herein, all Subscription Fees are non-refundable and are payable in U.S. dollars. Any Subscription Fees remaining unpaid past their due date shall accrue interest at a rate of the lesser of one and one-half (1.5%) percent per month or the highest rate allowed by law. Knack may also (at its sole discretion, without notice and in addition to other remedies it may have) suspend any Services and your access to the Services if any invoice remains unpaid for more than 15 days past its due date. Subscription Fees do not include local, state or federal sales, use, value-added, transactional excise or personal property or other similar taxes or duties, and any such taxes shall be assumed and paid by you, except those taxes based on the net income of Knack. Knack shall have no liability for any taxes owed by you as a result of your use of the Services.
8. Third-Party Services
The Services are designed to allow you to access Carriers and other third-party insurance products and services (collectively and individually, "Third-Party Services"). You acknowledge and agree that we have no control over the provision of Third-Party Services and will have no liability whatsoever for any actions or inactions on the part of the provider(s) of the Third-Party Services. Your rights in the Third-Party Services are governed by and subject to the applicable Third-Party's terms. You acknowledge and agree to fully comply with such terms and conditions. IN ADDITION TO ANY DISCLAIMERS SET FORTH IN SUCH THIRD-PARTY TERMS, THE DISCLAIMERS SET FORTH AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL APPLY TO KNACK AND ITS LICENSORS WITH RESPECT TO SUCH THIRD-PARTY SERVICES. You agree that you will use the Third-Party Services at your sole risk.
9. Intellectual Property Ownership
By using the Services, you represent that you own all right, title, and interest in all data and information you submit, or authorize others to submit on your behalf, to Knack ("Customer Data"), including all intellectual property rights in and to such Customer Data. You hereby grant Knack a perpetual, non-exclusive, transferable license to use the Customer Data: (i) in order to provide the Services to you; (ii) as necessary to monitor and improve the Services; (iii) for benchmarking, analytics, and insights; (iv) to create aggregated, anonymized usage and analytics data derived from platform use (feature usage patterns, scan volumes, etc.) ("Usage Data"), (v) to develop and train artificial intelligence and machine learning models; and (vi) any other lawful business purpose. Knack owns all right, title, and interest in and to the Services (including without limitation all associated software, models, prompts, templates, and infrastructure), Output, and all Usage Data ("Knack Materials"), including all intellectual property rights therein and modifications and improvements thereto and derivative works thereof. Except for those rights expressly granted herein, no other rights are granted, either express or implied, to you in and to the Knack Materials.
10. Privacy Policy
Our Privacy Policy explains how we collect, store, disclose, or otherwise use any personally identifiable information included in the Customer Data ("Personal Data"). Our processing of Personal Data shall be in accordance with the Privacy Policy, and your use of our Services is conditioned on our right to process Personal Data consistent with the Privacy Policy, which may be amended from time to time in accordance with its terms. As further described in our Privacy Policy, we may provide certain Customer Data (including Personal Data) to Carriers and other providers of the Third-Party Services. You represent that You have obtained all necessary rights and consents for any Personal Data that you provide to us (such as your employees) and for such Personal Data to be collected, stored, disclosed and used in accordance with our Privacy Policy. Information (including Personal Data) that you make available to Carriers and other providers of Third-Party Services, including without limitation insurance-related information you provide to Carriers, is subject to the privacy policies of such third parties. You acknowledge that such third parties may share such information with Knack, as may be described in such privacy policies, and that Knack is not responsible for the third parties' data use practices.
11. Support and Maintenance
Knack will provide reasonable maintenance and support services during the Term. Scheduled system maintenance will take place from time to time, and during such time, the Services or elements thereof may be unavailable. Emergency maintenance may be required at other times in the event of system failure.
12. Term and Termination
These Terms will commence on the Effective Date and will continue until terminated. You may cancel your access to the Services at any time by contacting Knack in writing at info@newknack.com. In addition, Knack may terminate these Terms immediately for any reason, including if it ceases to support the Services or if you are in material breach of any term of these Terms. Knack reserves all rights and remedies available under law or equity, including the right to seek damages and injunctive relief for breach or threatened breach of these Terms.
13. Effect of Termination
Upon termination of these Terms, you shall immediately cease all use of and all access to the Services. Sections 9, 10, 13-17, and 21-24 shall survive any termination or expiration. All other rights and obligations shall be of no further force or effect. Upon termination of these Terms, you will not have access to any Customer Data, Output, or other data associated with your account, subject to applicable law.
14. Indemnification
14.1 By Knack
Knack shall defend you from and against any claim, demand, or action in any form brought by a third party against you, and indemnify and hold you harmless from any damages, liabilities, losses, costs, and expenses, including reasonable attorneys' and experts' fees, in each case that are finally awarded to the third party by a court of competent jurisdiction or otherwise owed in any settlement, in each case to the extent arising from or related to any allegation that the Services, as provided to you and used within the scope of this Agreement, infringes any U.S. patent, copyright, trademark, or trade secret. Notwithstanding the forgoing, Knack will have no liability for any infringement claim of any kind if the claim results from: (i) modifications made other than by Knack; (ii) unauthorized or unlicensed use; (iii) any Third-Party Services; (iv) the combination, operation or use of any component of the Services with equipment, devices or software not supplied by Knack, to the extent such a claim would have been avoided if the Services was not used in such combination; or (v) use of Customer Data.
14.2 By Customer
You shall defend Knack from and against any claim, demand, or action in any form and indemnify and hold Knack harmless from any damages, liabilities, losses, costs, penalties, and expenses, including reasonable attorneys' and experts' fees in each case arising from or related to: (i) unauthorized or illegal use of the Services by you or any Authorized User; (ii) any Customer Data; (iii) your or any Authorized User's violation of applicable law, or (iv) your or any Authorized User's negligence or willful misconduct.
14.3 Rights Upon Infringement
If your use of the Services is, or in Knack's sole opinion is likely to be, enjoined due to the type of infringement specified in Subsection 14.1 above, Knack may, at its sole discretion and expense: (i) procure for you the right to continue using the same under the terms of this Agreement; (ii) replace or modify the same so that it is non-infringing; or (iii) if options (i) and (ii) above cannot, at Knack's sole determination, be accomplished despite Knack's commercially reasonable efforts, then Knack may terminate your rights and Knack's obligations hereunder with respect to the applicable Services and refund a pro-rated portion of any pre-paid Subscription Fees paid therefor, based upon your use to date.
14.4 Conditions Precedent
The indemnifying party will have no obligation under this Section as to any claim, suit, or proceeding unless: (i) the indemnified party promptly notifies the indemnifying party in writing of such claim, suit, or proceeding; (ii) the indemnifying party has sole control of its defense and settlement; and (iii) the indemnified party, upon request of the indemnifying party, cooperates in all reasonable respects, at the indemnifying party's cost and expense, with the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom; provided, however, that the indemnifying party keeps the indemnified party informed of and consults with the indemnified party in connection with the progress of such litigation or settlement. The indemnified party may choose to participate in the defense or settlement of the claim at its own expense.
14.5 Sole Remedy
This Section sets forth Knack's sole and exclusive obligations, and your sole and exclusive remedies, with respect to infringement of any proprietary or intellectual property rights of any kind.
15. Warranties and Disclaimers
15.1 Mutual Warranties
Each party represents and warrants that it is an organization that is duly organized, validly existing, and in good standing in the jurisdiction in which it is incorporated, and that it has the requisite corporate power and authority to execute and deliver these Terms and to carry out the transactions contemplated by this Agreement. We each represent and warrant that each of us has no outstanding agreement or obligation that is in conflict with any of the provisions of these Terms, or that would preclude it from complying with the provisions hereof.
15.2 Customer Warranty
You represent, warrant, and covenant that: (i) you have made all disclosures and obtained all rights, permissions, and consents required under applicable law and any applicable agreements with third parties to provide Customer Data to Knack, (ii) any Customer Data you provide through the Services is and will remain true, accurate, supportable, and complete, and that you will maintain and update such information as needed, and (iii) you are located in one of the jurisdictions listed in Exhibit A in which Knack is authorized to provide insurance brokerage services.
15.3 Warranty Disclaimer
THE FOREGOING CONSTITUTES KNACK'S ONLY WARRANTIES CONCERNING THIS AGREEMENT AND THE SERVICES AND IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, MERCHANTABILITY, INFORMATIONAL CONTENT, ACCURACY OF RESULTS, SYSTEMS INTEGRATION, NON-INFRINGEMENT, INTERFERENCE WITH ENJOYMENT OR OTHERWISE. YOU SHALL NOT AND HAVE NO AUTHORITY TO MAKE ANY WARRANTY ON BEHALF OF KNACK TO ANY CARRIER USER OR OTHER THIRD PARTY CONCERNING THE SERVICES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, YOU ACCEPT ALL OUTPUTS GENERATED FROM THE SERVICES 'AS IS,' WITH NO REPRESENTATION OR WARRANTY WHATSOEVER, EXPRESS OR IMPLIED. ANY USE OF OUTPUTS GENERATED FROM THE SERVICES IS AT YOUR SOLE RISK.
15.4 Disputes Among Users and Release
Customer acknowledges that the Services are, among other things, designed to facilitate transactions between Carriers and/or other providers of Third-Party Services and users seeking insurance products and services. Knack does not itself provide insurance products or services, other than the Services described herein or in the Brokerage and Consulting Services Agreement, nor does it guarantee any insurance policies purchased or sold by Carriers. EACH USER IS SOLELY RESPONSIBLE FOR ITS INTERACTIONS AND TRANSACTIONS WITH OTHER USERS OF THE SERVICES, AGREES TO LOOK SOLELY TO SUCH OTHER USERS FOR ANY CLAIM, DAMAGE OR LIABILITY ASSOCIATED WITH ANY TRANSACTION COMMISSED VIA THE SERVICES AND ANY INSURANCE PRODUCTS AND SERVICES NOT PROVIDED BY KNACK, AND EXPRESSLY WAIVES AND RELEASES KNACK FROM ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF ANY ACT OR OMISSION OF ANY SUCH USER, INCLUDING WITHOUT LIMITATION DAMAGES RELATING TO DEATH, PERSONAL INJURY, OR DESTRUCTION OF PROPERTY.
16. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL KNACK BE LIABLE FOR (i) PERSONAL INJURY OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OR INABILITY TO USE THE SERVICES, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF KNACK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR (ii) ANY DAMAGES WHATSOEVER ARISING OUT OF TRANSACTIONS YOU CONDUCT WITH CARRIERS OR OTHER THIRD PARTIES THROUGH THE SERVICES. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT SHALL KNACK'S TOTAL LIABILITY TO YOU FOR ALL DAMAGES EXCEED THE GREATER OF (a) THE TOTAL AMOUNT OF FEES THAT YOU PAID FOR THE SERVICES AND ANY INSURANCE POLICIES YOU OBTAINED IN CONNECTION WITH THE SERVICES, IF ANY, IN THE MONTH PERIOD PRECEDING THE APPLICABLE CLAIM, OR (b) $500. THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO YOU.
17. Compliance with Law
To the extent you choose to use the Services, you agree to comply with all applicable laws, including but not limited to applicable local laws related to insurance. You may not use or otherwise export or re-export it except as authorized by United States law and the laws of the jurisdiction in which the Services was accessed.
18. Publicity
Knack may include Customer's name and logo on its website and in its marketing materials. If you are an insurance Customer, Knack may issue a high-level press release announcing the relationship. Knack shall coordinate its efforts with appropriate communications personnel in Customer's organization to secure approval of the press release if necessary. In addition, Customer agrees to participate in sales calls, investor presentations, case studies, and reference calls, with Customer's prior written approval consent in each case. Notwithstanding the foregoing, Customer shall not issue any press releases or public statements regarding its use of the Services without the prior written consent of Knack.
19. Force Majeure
Knack shall not be deemed to have breached any provision of these Terms or be liable in any way for any delay, failure in performance, loss, damage or interruption of service resulting directly or indirectly from acts of God, network failures, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, epidemic, pandemic, public health crisis, fires, transportation contingencies, interruption or failures of communication systems or Internet equipment or service, other catastrophes, equipment failure, acts or omissions of third-party application or service providers or any other occurrences which are beyond Knack's control.
20. Government Use
The use, duplication, reproduction, release, modification, disclosure, or transfer ("use") of the Services, no matter how received by the United States Government, is restricted in accordance with the terms and conditions contained herein. All other use is prohibited. Further, the Services was developed at Knack's private expense and is commercial in nature. By using or receiving the Services, any Government user agrees to the terms and conditions contained in these Terms including the terms and conditions contained in this paragraph.
21. Arbitration
Any dispute, controversy or claim arising out of these Terms will be settled by binding arbitration pursuant to the Commercial Rules (or Consumer Rules, to the extent applicable) of the American Arbitration Association ("Rules") then in effect. Notwithstanding those Rules, the following provisions will apply to such arbitration: (i) the arbitration will be conducted by a single arbitrator, (ii) the fees of the arbitrator(s) shall be equally borne (50/50) by the parties, and (iii) the proceedings shall be in the English language and shall take place in Delaware County, Pennsylvania or another location at the parties' mutual agreement. The arbitrator shall reach a binding decision regarding the issues presented as it deems fair, reasonable and appropriate, and such decision shall have the full force and effect of a binding judgment, which may be entered in any court having proper jurisdiction. Each party may seek injunctive relief in any court of competent jurisdiction. You and Knack agree to resolve any dispute in arbitration on an individual basis only, and not on a class or collective basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis. If at any point this provision is determined to be unenforceable, the parties agree that this provision shall not be severable, unless it is determined that the arbitration may still proceed on an individual basis only.
22. Governing Law
This Agreement will be governed by and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, USA, without regard to any principles of conflict of laws. Any disputes, actions, claims, or causes of action arising out of or in connection with these Terms and the Services will be subject to the exclusive jurisdiction of the state and federal courts located in Delaware County, Pennsylvania.
23. Assignment
Knack may freely transfer or assign these Terms and any of its rights or obligations hereunder. You shall not assign these Terms, directly or indirectly without the prior written consent of Knack. Any such attempted assignment shall be void.
24. Modifications
We may revise and update these Terms at any time, including jurisdictions listed in Exhibit A, and shall post a notice of the updated Terms or otherwise notify you of such updates. Your continued use of the Services after any changes to these Terms will mean you accept those changes. Any aspect of the Services may be changed, supplemented, deleted or updated without notice at our sole discretion.
25. General
If any provision of these Terms is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and remain in full force and effect. The section titles in these Terms are for convenience only and have no legal or contractual effect. Failure or delay in enforcing any right or provision of these Terms shall not be deemed a waiver of such right or provision with respect to any subsequent breach. This Agreement constitutes the complete agreement between the parties and supersedes all prior or contemporaneous discussions, representations, and proposals, whether in writing or oral, with respect to the subject matter of these Terms.