PELOTON SPACES STANDARD TERMS & CONDITIONS

The customer named on the Peloton Spaces Agreement that references these Peloton Spaces Standard Terms & Conditions (“Customer”) hereby offers to purchase from Peloton Interactive, Inc. (“Peloton”) or Peloton’s authorized distributor (“Distributor”) the products and services described on the relevant invoice or ordering document (“Order”) (respectively, “Products” and “Services”), subject to the below terms and conditions. These Standard Terms & Conditions, any addendum(s) attached hereto, together with information contained on the Order, and any additions or revisions mutually agreed to in a signed writing by Customer and Peloton (collectively, this “Agreement”) constitute the entire agreement between Customer and Peloton with respect to the purchase of the Products and/or Services specified on the Order, supersede all prior oral or written understandings relating thereto, and may not be modified or interpreted by reference to any prior course of dealing, usage of trade or course of performance. If an Order or any other communication from Customer contains provisions inconsistent with the provisions hereof, this Agreement will prevail and Peloton hereby notifies Customer of its objection to and rejection of any such provisions stated by Customer, whether or not material, that are in conflict with, inconsistent with, or in addition to those contained in this Agreement. If there is any conflict between the terms and conditions set forth in any such addendum(s) or Order, such conflict shall be resolved by giving precedence in the following order: these Standard Terms & Conditions, the Order, and applicable addendum.

1. PAYMENT AND TAXES.

1.1 Payment.

1.1.1 Customer shall purchase the Products and Services from Peloton subject to the Terms and Conditions of the Commercial Terms and Peloton shall invoice Customer for the Products, along with any subscription fees. Customer shall pay any invoice from Peloton within thirty (30) days of the applicable invoice date. All payments under this Agreement shall be paid in the currency indicated in the applicable invoice.

1.1.2 Any consideration payable under this Agreement shall be exclusive of value-added tax (VAT), goods and services tax (GST), and other applicable indirect taxes, which shall be added to the consideration, if applicable, and payable at the same time as the consideration is due to be paid. A valid VAT/GST invoice shall be issued in respect of the transaction covered by the consideration.

2. WARRANTY, SERVICE AND MAINTENANCE.

2.1 Warranty. The Products are subject to the Peloton warranty for commercial use (the "Limited Warranty"), which can be found at https://business.onepeloton.com/warranty-for-commercial-use (or such successor website as Peloton may designate from time to time), as may be amended by Peloton in its sole discretion. The Limited Warranty constitutes Peloton's entire obligation, and the sole remedy of any Customer, with respect to any defects in the Products. The Limited Warranty begins on the date the Peloton Pro subscription is activated on a Product.

2.2 Installation. Customer will work with Peloton or its local authorized distributor to select and purchase design assets for its Peloton Space, based on parameters and brand guidelines set by Peloton, including but not limited to one (1) required 3D Peloton decal for a ‘hero wall’. Peloton shall assist Customer with installation in accordance with the Package purchased by Customer. Customer will not be permitted to open the Peloton Space until Peloton has approved the installation of the Peloton Space, including but not limited to the layout of the Peloton Space.

2.3 Quality Assurance and Marketing Images. Customer must provide Peloton with images of the final Peloton Space prior to opening, and must allow Peloton or Peloton’s agents reasonable access to the Peloton Space for the purposes of inspection and photography. Peloton reserves the right to delay opening of the Peloton Space should any material issues be discovered. Customer grants Peloton the right to use any images of the Peloton Space and Customer’s trademarks or logos in Peloton’s marketing materials pursuant to Section 3.2 below.

2.4 Maintenance. Without limiting anything else in this Agreement or in the Commercial Terms, Customer acknowledges and agrees that Customer is solely responsible (and at its sole cost) for (a) maintaining the Peloton Space, including but not limited to the Products, in good working order and at a standard of cleanliness typical of Customer’s facilities, (b) for posting all appropriate health and safety notices, (c) adhering to all applicable safety guidance provided by Peloton with respect to any equipment, including those in the applicable user manual(s), and (d) obtaining waivers and releases of liability from all users of the Peloton Space. For the avoidance of doubt, failure of Customer to comply with the foregoing requirements shall be deemed a material breach of this Agreement as set forth in Section 7.3(b).

2.5 Commercial Preventative Maintenance. Customer agrees to purchase from Peloton or Peloton’s authorized distributor the provision of commercial preventative maintenance services described on the relevant Peloton invoice or ordering document (“CPM”). CPM may include monthly, quarterly, semi-annual or annual visits subject to the below terms and conditions. CPM will only be available to Customer if purchased concurrently with new Products from Peloton or an authorized distributor.

2.5.1 Peloton shall perform the applicable CPM detailed in a Preventative Maintenance Schedule on the Products listed in one or more Service Orders executed by and between the Parties.

2.5.2 Customer acknowledges and agrees that Peloton may appoint one or more sub-contractors to perform any of the CPM set forth in this Agreement; provided, any such sub-contractor shall at all times perform the Services in accordance with the terms and conditions set forth herein.

2.5.3 Any parts required to repair any Product or any additional services in excess of the CPM set forth above will be at an additional cost to this Agreement, unless covered under existing warranty. Any and all additional costs for parts, repairs, or services, however, must be approved in writing by Customer prior to Peloton’s performance of any such additional repairs or services.

2.5.4 Peloton agrees to perform the CPM in a proper and expeditious manner and in accordance with good industry practice. Peloton shall not be responsible for failure to render the CPM for causes beyond its control, including strikes and labor disputes.

2.5.5 Peloton shall comply with all applicable codes, laws, rules and regulations of federal, state or local authorities as they affect performance of the CPM. Peloton shall be responsible for any and all damages incurred by Customer resulting from Peloton’s failure to comply with said codes, laws, rules and regulations. Peloton shall procure, at its expense, all permits and licenses which may be required to perform its CPM.

2.5.6 Peloton shall be responsible to the Customer for acts and omissions of Peloton’s employees and any other persons or entities performing portions of the Services for or on behalf of Peloton.

2.5.7 Customer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Customer by Peloton or any of its representatives regarding the specifications, storage, handling, maintenance or use of Products and Services, which recommendation or instruction is followed or acted upon entirely at Customer’s own risk. Customer acknowledges that it is purchasing Services on Products to be used by Customer’s own end users. To the fullest extent allowed by law, Peloton shall not be liable to these end users, and Customer agrees to indemnify Peloton for any injuries or damages incurred in connection with its users’ use of the Products and Services. There are inherent risks in the use of exercise equipment, and all users’ use of the Products is at their own risk.

3. TRADEMARKS, AND INTELLECTUAL PROPERTY.

3.1 Peloton Trademarks and Property. Subject to the terms below, Peloton hereby grants to Customer during the Term of the Agreement a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to use (a) the names, logos, trademarks, service marks, and trade names of Peloton and its affiliates and subsidiaries (the “Peloton Marks”) and (b) the text (including without limitation any email), artwork, imagery, video, marketing toolkit(s), and similar property provided to Customer by Peloton (all of the foregoing, including without limitation the Peloton Marks, the “Peloton Property”) solely for purposes of marketing the Peloton Space and the Products to users in the Territory in accordance with the terms herein. All of Customer’s uses of the Peloton Property during the Term of this Agreement shall be subject to the review and permission (or denial of permission) by Peloton. All uses of the Peloton Property by Customer, will fully comply with any and all usage guidelines provided by Peloton to Customer at any time, as well as the Commercial Terms.

3.2.1 Customer acknowledges that, as between the Parties, Peloton is the sole owner of all (a) Peloton Marks, whether registered or not, and that Peloton owns all of the goodwill associated with such Peloton Marks and (b) Peloton Property. No license to any Peloton Property is included herein except as explicitly provided to Customer. Customer acknowledges that Customer is not acquiring any interests or rights in the Peloton Property.

3.2.2 Customer agrees not to: (a) challenge the validity or ownership of the Peloton Marks or claim adversely or assist in any claim adverse to Peloton concerning any right, title or interest in the Trademarks, (b) do or permit any act which may directly or indirectly impair or prejudice Peloton’s title to the Peloton Marks or be detrimental to the reputation and goodwill of Peloton, including any act which might assist or give rise to any application to remove or de-register any of the Peloton Marks, or (c) register or use or attempt to register or to use any trademark, design, company name, trade name, URL or domain name which may be similar to or comprise or include any of the Peloton Marks.

3.2.3 Customer shall use the Peloton Marks in such manner that it creates a separate and distinct impression from any other trademark, trade name or service mark. Customer shall discontinue all use of the Peloton Marks upon termination or expiration of this Agreement. Customer agrees not to use, at any time during or after the Term of this Agreement any other word, trademark, brand name, trade name, symbol, design or the like which is similar to or possibly may be confused with the Peloton Marks. Customer shall not engage in any conduct which causes injury to the reputation of Peloton or the goodwill associated with Peloton or its brand image, including but not limited to its trade names, trademarks, patents and copyrights.

3.2 Customer Trademarks. Subject to the terms below, Customer hereby grants to Peloton during the Term of the Agreement a non-exclusive, revocable, non-transferable, non-sublicensable, royalty-free license to use (a) the names, logos, trademarks, service marks, and trade names of Customer (the “Customer Marks”) and (b) images of the Peloton Space solely for purposes of marketing the Peloton Space and the Products to users in the Territory in accordance with the terms herein. All of Peloton’s uses of the Customer Trademarks during the Term of this Agreement shall be subject to the review and permission (or denial of permission) by Customer. All uses of the Customer Trademarks by Peloton will fully comply with any and all usage guidelines provided by Customer to Peloton at any time.

3.2.1 Peloton acknowledges that, as between the Parties, Customer is the sole owner of all (a) Customer Marks, whether registered or not, and that Customer owns all of the goodwill associated with such Customer Marks. No license to any Customer Marks is included herein except as explicitly provided to Customer. Peloton acknowledges that Peloton is not acquiring any interests or rights in the Customer Marks.

3.2.2 Peloton agrees not to: (a) challenge the validity or ownership of the Customer Marks or claim adversely or assist in any claim adverse to Customer concerning any right, title or interest in the Trademarks, (b) do or permit any act which may directly or indirectly impair or prejudice Customer’s title to the Customer Marks or be detrimental to the reputation and goodwill of Customer, including any act which might assist or give rise to any application to remove or de-register any of the Customer Marks, or (c) register or use or attempt to register or to use any trademark, design, company name, trade name, URL or domain name which may be similar to or comprise or include any of the Customer Marks.

3.2.3 Peloton shall use the Customer Marks in such manner that it creates a separate and distinct impression from any other trademark, trade name or service mark. Peloton agrees not to use, at any time during or after the Term of this Agreement any other word, trademark, brand name, trade name, symbol, design or the like which is similar to or possibly may be confused with the Customer Marks. Peloton shall not engage in any conduct which causes injury to the reputation of Customer or the goodwill associated with Customer or its brand image, including but not limited to its trade names, trademarks, patents and copyrights.

3.3 Other Intellectual Property. Customer also acknowledges that, as between the Parties, Peloton is the sole owner of all patents and trade secrets pertaining to the Products sold to Customer, and that Peloton owns all of the rights and goodwill associated with such patents and trade secrets. Customer acknowledges that Customer is not acquiring any interests or rights in the patents and trade secrets of Peloton. Customer will not contest or deny the validity of the patents and trade secrets of Peloton. No licenses to any Peloton patents are granted to Customer under the Agreement. Customer shall not make any patent or other intellectual property filings or registrations based the patents or trade secrets of Peloton or take any other action which would attack or put in issue the title or any rights of Peloton in and to its patents or trade secrets.

3.4 Publicity. Neither Party will make or cause to be made, whether directly or indirectly, any statement, press release, claim, representation, or other public announcement to any third-party (including, but not limited to, Peloton Marks on marketing materials and business development presentations) relating to this Agreement, the underlying transaction(s), or the existence of a business relationship between the Parties without the other Party’s prior express written consent in each instance; provided that Customer shall not need Peloton’s approval to send marketing emails to their members provided that Customer is in compliance with any brand toolkit or other marketing guidelines provided by Peloton. Both Parties reserve the right to withhold approval of each such instance in their sole discretion.

4. INDEMNIFICATION AND INSURANCE.

4.1 Indemnification. Customer agrees to indemnify, defend and hold harmless Peloton and its affiliates and subsidiaries, and each of its and their respective partners, officers, shareholders, directors, employees, agents, representatives and personnel (the “Peloton Indemnitees”), and hold the Peloton Indemnitees harmless, from (and the Peloton Indemnitees shall not be liable for) any and all claims, costs, losses, expenses, legal fees, liabilities, penalties, demands, or damages, actions, proceedings and judgements of every nature and kind, including attorneys’ fees, (each, a “Claim”) asserted, commenced or threatened, whether actual or alleged, arising from or relating to:

(a) a breach of Customer’s representations, warranties and obligations hereunder;

(b) neglect, alteration or improper use by Customer or Customer’s employees, including failure to follow operating and maintenance conditions prescribed in the applicable installation manual;

(c) repairs or maintenance services performed by Customer or using anyone other than service representatives qualified by Peloton and acting in accordance with Peloton’s service bulletins and manuals;

(d) Customer’s use of supplies or parts which are not Peloton approved or authorized parts;

(e) Customer’s business, except claims to the extent arising solely out of manufacturing defects in any Products, as originally delivered by Peloton and properly assembled and/or serviced by Customer; and

(f) any individual’s use of the Peloton Space.

4.1.1 Peloton agrees to give timely notice of any action or claim for which it believes it should be indemnified by Customer.

4.1.2 Customer shall allow Peloton, at Peloton’s sole option, to defend any such claim to the extent it relates to Peloton, whether or not such issue is covered by an indemnity (insured or uninsured) from Customer to Peloton under the Agreement.

4.2 Insurance.

4.2.1 During the Term, Customer shall carry at Customer’s expense, and continuously maintain throughout the Term, commercial general liability insurance written on an occurrence basis, including without limitation blanket contractual liability coverage, broad form property damage, fire damage, legal liability coverage, independent contractor coverage, personal injury coverage, operations and products liability coverage, worldwide jurisdiction if commercially available, with a combined single limit of not less than five million dollars ($5,000,000) per occurrence, workers’ compensation insurance that complies with all applicable worker’s compensation laws on all employees working for Customer, and employer’s liability insurance for not less than one million dollars ($1,000,000) each accident and disease. Such insurance shall be issued by reputable insurers reasonably acceptable to Peloton.

4.2.2 Customer shall cause Customer’s insurers to endorse the required insurance hereunder to waive any rights of subrogation against Peloton. All insurance policies must be issued by an admitted insurance carrier. Peloton, its subsidiaries or affiliated companies and their directors, officers and employees must be named as Additional Insured under the Commercial General Liability and shall be named as loss payees. Customer’s insurance shall be primary over any insurance maintained by Peloton and shall provide that Peloton will be given at least thirty (30) days’ prior written notice of any cancellation or material modification of such policies.

4.2.3 Upon execution of this Agreement, and thereafter, ten (10) days prior to any renewals, Customer shall provide Peloton with a Certificate of Insurance and Endorsements evidencing the coverages herein required, and identifying the "Certificate Holder" as Peloton. Customer shall have all Certificates of Insurance mailed and emailed to Peloton’s notice address below.

5. REPRESENTATIONS AND WARRANTIES.

5.1 Mutual. Each Party represents and warrants that it: (a) is a validly existing business entity, duly licensed and qualified to carry on its business operations and perform its obligations; (b) has all rights, licenses, permits, qualifications, consents, and regulatory approvals necessary to perform its obligations under this Agreement; (c) will comply with all applicable laws, rules, order, and regulations of any governmental, judicial or administrative authority; and (d) will not violate or cause a breach of the terms of any other agreement to which it is a party by performing under this Agreement.

5.2 Customer. Customer represents and warrants that it will act in a professional and workmanlike manner in accordance with standards generally accepted in Customer’s industry and will take all necessary precautions to prevent injury to any person or damage to any property.

6. LIMITATION OF LIABILITY.

6.1 Waiver. Each Party agrees that it will not seek and may not recover consequential and punitive damages against the other for any cause of action arising in any way from this Agreement.

6.2 Exclusions. Nothing in this Section 6 shall limit either Party’s liability with respect to indemnification obligations, such Party’s gross negligence, fraud or willful misconduct, or breach of its confidentiality obligations. Customer acknowledges that Peloton has valuable intellectual property rights which are not to be infringed or misappropriated by Customer. Therefore, nothing in this Section 6 shall limit Peloton’s attempt to seek damages, or injunctive relief, for the following acts by Customer: trademark infringement, patent infringement, trade secret misappropriation, or other issues unrelated to the termination of the Agreement. Termination of this Agreement by Peloton due to Customer’s use or misuse of Peloton’s intellectual property rights shall not cause Peloton’s claims for such use or misuse to be limited in any manner by this Section 6. This Section 6 shall be strictly interpreted as a limitation on monetary damages and shall not be construed as an implication of the probability of damages upon any termination of the Agreement and shall not in any way be construed as a liquidated damages provision. This Section 6.2 shall not be read to derogate the rights of each Party to terminate the Agreement as provided in the Agreement.

Limitations of Liability. EXCEPT FOR (A) EACH PARTY'S INDEMNIFICATION OBLIGATIONS HEREIN, OR (B) A PARTY’S FRAUD, WILLFUL ACTS, INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES IN ANY MANNER IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THE BASIS OF THE CLAIM OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES.

7. TERM AND TERMINATION.

7.1 Term. The Term shall automatically renew for successive one year periods unless either party gives notice of non-renewal to the other party no later than sixty (60) days prior to the expiration of the then-current Term.

7.2 Termination for Convenience. Notwithstanding any provision contained in this Agreement, Peloton may terminate the Agreement for any reason and without cause upon thirty (30) days written notice. Should Customer challenge Peloton’s right to exercise and execute this contractual right of termination under this Agreement, Customer agrees to indemnify Peloton for any costs, expenses, legal fees, liabilities or damages, including attorneys’ fees, arising out of such challenge or any claim related thereto. In the event that an applicable statute governing this contract requires a longer notice of termination period, then only in those instances, shall the longer notice period apply.

7.3 Termination for Cause. This Agreement may be terminated by Peloton immediately in the event of any of the following conditions. If for any reason a court of competent jurisdiction should declare any part of this Section 7 unenforceable or invalid, then the Agreement with Peloton will automatically terminate at the end of the Term shown on the Agreement without any requirement of further notice from Peloton:

(a) bankruptcy or insolvency of Customer’s business,

(b) Customer is unable to maintain adequate facilities and Peloton equipment maintenance per the Agreement and fails to correct within 30 days of receipt of notice from Peloton,

(c) any dispute, disagreement, or controversy involving Customer’s business that may, in Peloton’s sole discretion, adversely affect the goodwill related to Peloton’s brand, including but not limited to, Peloton’s trade names, trademarks, patents, and copyrights, or

(d) Customer breaches any of the terms and conditions of the Agreement.

7.4 Effects of Termination.

7.4.1 Upon termination or expiration of this Agreement, all Peloton Property shall be removed no later than the effective date of such termination or expiration;provided that Customer shall be permitted to continue to offer use of the Products to its users if applicable. In addition, Customer shall pay all invoices and other outstanding obligations to Customer following termination or expiration of this Agreement, in accordance with the terms of such invoices or other obligations.

7.4.2 Written termination notice may provide terms governing the termination with regard to financing, service, and other issues, as determined in Peloton’s sole discretion.

8. ADDITIONAL TERMS.

8.1 Modification. These Standard Terms are modifiable solely by Peloton from time to time, and any modifications hereto shall be binding on Customer upon thirty (30) days’ notice from the date on which the newest version of the Standard Terms is provided to Customer.

8.2 Force Majeure. Neither Customer nor Peloton shall be in default of any obligations under this Agreement as a result of government acts, war (declared or undeclared), acts of God, fires, flooding, earthquake, pandemics (including supply disruptions resulting therefrom), or other events, of the kind herein enumerated or otherwise, but which are not within the reasonable control of the Party affected.

8.3 Notices. Any notices sent pursuant to this Agreement will be via email to the following address: If to Peloton: Peloton Interactive, Inc. 441 Ninth Avenue, 6th Floor New York, NY 10001 Attn: Legal Department Email: notices@onepeloton.com

If to Customer: As noted on Customer’s Peloton Spaces Agreement

8.4 Relationship. Each Party is an independent contractor and each Party’s personnel are not employees or agents of the other Party for federal, state, local or other tax purposes or any other purposes whatsoever. Personnel of one Party have no authority to make representations, commitments, bind or enter into contracts on behalf of or otherwise obligate the other Party in any manner whatsoever. Nothing in this Agreement shall be construed or deemed to constitute, create, give effect to or otherwise recognize a joint venture, partnership, business entity of any kind, nor constitute one Party an agent of the other Party.

8.5 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New York, without regard to the conflicts of laws provisions thereof. Exclusive jurisdiction and venue for any action arising under this Agreement will be in the federal and state courts located in New York City, and both Parties hereby consent to such jurisdiction and venue for this purpose.

8.6 Confidentiality.
8.6.1 The Parties agree that “Confidential Information” is defined as proprietary information disclosed, either orally or in writing by Peloton to Customer, including but not limited to proprietary financial information, proprietary product information, proprietary logistics information, and other proprietary business information of Peloton. Confidential Information, however, does not include information that: (a) is now or subsequently becomes publicly known, including in any patent or other publication, through no fault or breach on the part of Customer; (b) Customer can demonstrate to have had rightfully in its possession prior to disclosure by Peloton; (c) is independently developed by Customer without the use of any Confidential Information; or (d) Customer rightfully obtains from a third party who has the right to transfer or disclose it to Customer without limitation. 8.6.2 Customer agrees not to use any Confidential Information other than to perform its necessary functions pertaining to this Agreement. Customer agrees not to use or manipulate the Confidential Information for any other purpose. Customer agrees to protect any Confidential Information, using at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care. Customer will be responsible for any violation of the terms of this Agreement by its employees, independent contractors or other representatives. Customer may disclose Confidential Information to the extent required by law, provided Customer makes reasonable efforts to give Peloton notice of such requirement prior to any such disclosure and takes reasonable steps to obtain protective treatment of the Confidential Information. 8.6.3 All Confidential Information, in whatever form disclosed, shall remain the exclusive property of Peloton. Except as expressly set forth herein, no license or other rights to Confidential Information are granted or implied hereby and Peloton retains all of its rights in or to its Confidential Information. Customer agrees to indemnify Peloton from and against any and all costs, damages or liabilities, including but not limited to Peloton’s attorney’s fees, incurred by Peloton in the enforcement of these provisions. 8.6.4 Within ten (10) days of receipt of Peloton’s written request, and at Peloton’s option, Customer will either return to Peloton all tangible Confidential Information, including but not limited to all electronic files, documentation, notes, plans, drawings, and copies thereof, or will provide Peloton with written certification that all such tangible Confidential Information has been destroyed.

8.7 Miscellaneous. Customer may not assign the Agreement, in whole or in part, or any of its rights and obligations hereunder, without the prior written consent of Peloton, and any attempt to do so without such consent will be null and void. Peloton may freely assign the Agreement, in whole or in part. The failure of either Party to insist upon strict performance of any of the provisions contained in the Agreement will not constitute a waiver of any rights contained herein, at law or in equity, or a waiver of any other provisions or subsequent default by the other Party of any of the terms or conditions in the Agreement. If any provision of the Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement otherwise remains in full force and effect and enforceable. Section headers are intended for convenience only and shall not affect the meaning, construction, or interpretation of the Agreement. Any provision of the Agreement that contemplates performance or observance after termination or expiration of the Agreement (including, but not limited to, confidentiality, limitation of liability, indemnification provisions, and perpetual licenses) will survive. The Agreement may be executed electronically and in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one instrument. The Agreement, including all Exhibits and any schedules, addenda and any amendment now or hereafter agreed to, represents the entire agreement and supersedes all previous agreements and understandings between the Parties relating to the subject matter hereof, and may be changed only in a writing signed by both Parties.