Terms and Conditions
1. Contractual Relationship
These terms of service constitute a legally binding agreement (the “Agreement”) between you and Shahi Sawari (Pvt.) Ltd., a company with its registered office at Office No. 809, Al-Hafeez Heights Plaza, Ghalib Road, Gulberg, Lahore (“Shahi Sawari”, “we”, “us” or “our”), by which expression includes our legal representatives, administrators, successors-in-interest, permitted assigns and affiliates (“Affiliates”).
This Agreement governs your use of the Shahi Sawari application, website, call centre and technology platform (collectively, the “Shahi Sawari Platform”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING THE SHAHI SAWARI PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE SHAHI SAWARI PLATFORM.
Your access and use of the Shahi Sawari Platform constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Shahi Sawari. Shahi Sawari may immediately terminate this Agreement with respect to you, or generally cease offering or deny access to the Shahi Sawari Platform or any portion thereof, at any time for any reason without notice.
Shahi Sawari may amend this Agreement from time to time. Amendments will be effective upon Shahi Sawari’s posting of an updated Agreement at this location. Your continued access or use of the Shahi Sawari Platform after such posting constitutes your consent to be bound by this Agreement, as amended.
2. The Shahi Sawari Platform
The Shahi Sawari Platform provides a digital transportation network which functions as a marketplace where persons who seek transportation to certain destinations (“Users”) can be matched with persons driving to those destinations (“Driving Services Providers”). Each User shall create a User account that enables access to the Shahi Sawari Platform. For purposes of this Agreement, the driving services provided by Driving Services Providers to Users that are matched through the Shahi Sawari Platform shall be referred to collectively as the “Driving Services”. Any decision by a User to accept Driving Services is a decision made in such User’s sole discretion. Each transportation Driving Service provided by a Driving Services Provider to a User shall constitute a separate agreement between such persons.
YOU ACKNOWLEDGE THAT NEITHER SHAHI SAWARI NOR ITS AFFILIATES PROVIDE TRANSPORTATION SERVICES OR FUNCTION AS A TRANSPORTATION CARRIER OR TRANSPORTATION SERVICE PROVIDER OR OWN ANY VEHICLES FOR TRANSPORTATION AND THAT ALL SUCH TRANSPORTATION SERVICES ARE PROVIDED BY INDEPENDENT THIRD-PARTY CONTRACTORS WHO ARE NOT EMPLOYED BY SHAHI SAWARI OR ANY OF ITS AFFILIATES.
Subject to your compliance with this Agreement, Shahi Sawari grants you a limited, non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i) access and use the Shahi Sawari Platform on your personal device solely in connection with your use of the Shahi Sawari Platform; and (ii) access and use any content, information and related materials that may be made available through the Shahi Sawari Platform, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by Shahi Sawari and Shahi Sawari’s licensors.
Third Party Services and Content.
Shahi Sawari Platform Ownership.
The Shahi Sawari Platform and all rights therein are and shall remain Shahi Sawari’s property or the property of Shahi Sawari’s licensors. Neither this Agreement nor your use of the Shahi Sawari Platform convey or grant to you any rights: (i) in or related to the Shahi Sawari Platform except for the limited license granted above; or (ii) to use or reference in any manner Shahi Sawari’s company names, logos, product and service names, trademarks or services marks or those of Shahi Sawari’s licensors.
3. Use of the Shahi Sawari Platform
In order to use most aspects of the Shahi Sawari Platform, you must register for and maintain an active personal User account (“Account”). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Shahi Sawari certain personal information, such as your name, address, mobile phone number and age. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access and use the Shahi Sawari Platform, including your ability to request access to your personal information or to opt in or out of marketing preferences, or Shahi Sawari’s termination of this Agreement with you. You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Shahi Sawari in writing, you may only possess one Account.
User Requirements and Conduct.
The Shahi Sawari Platform is not available for use by persons under the age of 18 and may only be used by individuals who can form legally binding contracts under applicable law. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to receive transportation services from Driving Services Providers unless they are accompanied by you or another adult. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Shahi Sawari Platform, and you may only use the Shahi Sawari Platform for lawful purposes. You will not, in your use of the Shahi Sawari Platform, cause nuisance, annoyance, inconvenience, or property damage, whether to a Driving Services Provider, other third party provider or any other party. In certain instances you may be asked to provide proof of identity to access or use the Shahi Sawari Platform, and you agree that you may be denied access to or use of the Shahi Sawari Platform if you refuse to provide proof of identity.
Promotions, Credits and Referral Programs.
Shahi Sawari, in its sole discretion, may make promotions available to any User or potential User. These promotions, unless made to you, shall have no bearing whatsoever on your Agreement or relationship with Shahi Sawari. Promotions will in many cases be made available to you via alpha numeric codes (“Promo Codes”). Shahi Sawari reserves the right to withhold or deduct credits or benefits obtained through a promotion in the event that Shahi Sawari determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion terms or this Agreement.
You agree that Promo Codes: (i) must be used for the intended audience and purpose, and in a lawful manner; (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Shahi Sawari; (iii) may be disabled by Shahi Sawari at any time for any reason without liability to Shahi Sawari; (iv) may only be used pursuant to the specific terms that Shahi Sawari establishes for such Promo Code; (v) are not valid for cash; (vi) may expire prior to your use and (vii) Shahi Sawari may establish additional terms relating to specific promotions. Shahi Sawari reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other user in the event that Shahi Sawari determines or believes that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.
As part of your User account, Shahi Sawari may provide you with or allow you to create a “Shahi Sawari Code,” a unique alphanumeric code for you to distribute to friends, family and other persons (each a “Referred User”) to become new Users (“Referred Users”) or Driving Services Providers (“Referred Driving Services Providers”). Shahi Sawari Codes may only be distributed for promotional purposes and must be given away free of charge. You may not sell, trade, or barter your Shahi Sawari Code. You are prohibited from advertising Shahi Sawari Codes, including but not limited to: Google, Facebook, Twitter, Bing and Craigslist. Shahi Sawari reserves the right to deactivate or invalidate any Shahi Sawari Code at any time in Shahi Sawari’s sole discretion.
You may receive credits ("Shahi Sawari Credits") or trip discounts ("Trip Discounts") that you can apply toward payment of certain charges upon completion of a trip. Shahi Sawari Credits and Trip Discounts are only valid for use on the Shahi Sawari Platform, and are not transferable or redeemable for cash. Shahi Sawari Credits and Trip Discounts cannot be combined, and if the cost of your ride exceeds the applicable credit or discount value we will charge your payment method on file for the outstanding cost of the trip. Additional restrictions on Shahi Sawari Credits and Trip Discounts may apply as communicated to you in a relevant promotion. Shahi Sawari may cancel, or vary the terms, relating to any Shahi Sawari Credits or Trip Discounts at any time in its sole discretion.
From time to time, Shahi Sawari may offer you incentives to refer new Users to the Shahi Sawari community (the “Referral Program”). These incentives may come in the form of Shahi Sawari Credits and/or Trip Discounts, and Shahi Sawari may set or change the incentive types, amounts, terms, restrictions, and qualification requirements for any incentives in its sole discretion.
4. Charges and Payments.
You understand that use of the Services may result in charges to you for the services or goods you receive from a Driving Services Provider (“Charges”). After you have received services or goods obtained through your use of the Driving Services, Shahi Sawari will facilitate your payment of the applicable Charges on behalf of the Driving Services Provider as such Driving Services Provider’s limited payment collection agent. Payment of the Charges in such manner shall be considered the same as payment made directly by you to the Driving Services Provider. Charges will be inclusive of applicable taxes where required by law. Charges paid by you are final and non-refundable, unless otherwise determined by Shahi Sawari. You retain the right to request lower Charges from a Driving Services Provider for services or goods received by you from such Driving Services Provider at the time you receive such services or goods. Shahi Sawari will respond accordingly to any request from a Driving Services Provider to modify the Charges for a particular service or good.
All Charges are due immediately and payment will be facilitated by Shahi Sawari using the preferred payment method designated in your Account, after which Shahi Sawari will send you a receipt by email. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, you agree that Shahi Sawari may, as the Driving Services Provider’s limited payment collection agent, use a secondary payment method in your Account, if available.
As between you and Shahi Sawari, Shahi Sawari reserves the right to establish, remove and/or revise Charges for any or all services or goods obtained through the use of the Services at any time in Shahi Sawari’s sole discretion. Further, you acknowledge and agree that Charges applicable in certain geographical areas may increase substantially during times of high demand. Shahi Sawari will use reasonable efforts to inform you of Charges that may apply, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of such Charges or the amounts thereof. Shahi Sawari may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar services or goods obtained through the use of the Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Driving Services or the Charges applied to you. You may elect to cancel your request for services or goods from a Driving Services Provider at any time prior to such Driving Services Provider’s arrival, in which case you may be charged a cancellation fee.
This payment structure is intended to fully compensate the Driving Services Provider for the services or goods provided.
Repair or Cleaning Fees.
You shall be responsible for the cost of for damage to, or necessary cleaning of, Driving Services Provider vehicles and property resulting from use of the Shahi Sawari Platform under your Account in excess of normal “wear and tear” damages and necessary cleaning (“Repair or Cleaning”). In the event that a Driving Services Provider reports the need for Repair or Cleaning, and such Repair or Cleaning request is verified by Shahi Sawari in Shahi Sawari’s reasonable discretion, Shahi Sawari reserves the right to facilitate payment for the reasonable cost of such Repair or Cleaning on behalf of the Driving Services Provider using any of your payment methods. Such amounts will be transferred by Shahi Sawari to the applicable Driving Services Provider and are non-refundable.
5. Monthly Pick and Drop; Fixed Subscription Services
You may choose to opt for a fixed monthly subscription service (“Monthly Pick and Drop”) using the Shahi Sawari Platform whereby you shall pay the pre-determined Charges for the complete month in advance or as may be billed by Shahi Sawari on behalf of the Driving Services Provider for availing Driving Services on a fixed schedule.
Shahi Sawari can revise the Charges at any time with notice. Any subsequent changes in the Charges shall be determined by Shahi Sawari and communicated to you and adjusted in subsequent billings.
6. Restricted Activities
With respect to your use of the Shahi Sawari Platform and your participation in the Driving Services, you agree that you will not: (i) impersonate any person or entity (ii) stalk, threaten, or otherwise harass any person, or carry any weapons (iii) violate any law, statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the Driving Services or the Shahi Sawari Platform or the servers or networks connected to the Shahi Sawari Platform (v) post information or interact on the Shahi Sawari Platform or Driving Services in a manner which is false, inaccurate, misleading (directly or by omission or failure to update information), defamatory, libelous, abusive, obscene, profane, offensive, sexually oriented, threatening, harassing, or illegal (vi) use the Shahi Sawari Platform in any way that infringes any third party’s rights, including but not limited to: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy (vii) post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information (viii) forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Shahi Sawari Platform (ix) “frame” or “mirror” any part of the Shahi Sawari Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other web site for any purpose (x) modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Shahi Sawari Platform or any software used on or for the Shahi Sawari Platform (xi) rent, lease, lend, sell, redistribute, license or sublicense the Shahi Sawari Platform or access to any portion of the Shahi Sawari Platform (xii) use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, or in any way reproduce or circumvent the navigational structure or presentation of the Shahi Sawari Platform or its contents (xiii) link directly or indirectly to any other web sites (xiv) transfer or sell your User account, password and/or identification to any other party (xv) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation (xvi) cause any third party to engage in the restricted activities above.
7. Disclaimers; Limitation of Liability; Indemnity
THE SHAHI SAWARI PLATFORM AND DRIVING SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHAHI SAWARI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, SHAHI SAWARI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF THE SHAHI SAWARI PLATFORM, DRIVING SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE OF THE SHAHI SAWARI PLATFORM, OR THAT THE SHAHI SAWARI PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. SHAHI SAWARI AND ITS AFFILIATES DO NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY DRIVING SERVICES OR ABILITY OF DRIVING SERVICES PROVIDERS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE SHAHI SAWARI PLATFORM AND DRIVING SERVICES, AND ANY SERVICE REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
Shahi Sawari and its Affiliates are not responsible for the conduct, whether online or offline, of any User or Driving Services Provider using the Shahi Sawari Platform or undertaking Driving Services. You are solely responsible for your interactions with other Users or with Driving Services Providers. We do not procure insurance for, nor are we responsible for, personal belongings left in the car by Driving Services Providers or Users. By using the Shahi Sawari Platform and participating in the Driving Services, you agree to accept such risks and agree that Shahi Sawari is not responsible for the acts or omissions of Users or Driving Services Providers on the Shahi Sawari Platform or participating in the Driving Services.
Shahi Sawari and its Affiliates expressly disclaim any liability arising from the unauthorized use of your User account. Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security, you agree to notify us immediately.
Location data provided by the Shahi Sawari Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Shahi Sawari, nor its Affiliates nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Shahi Sawari Platform. Any of your information, including geolocational data, you upload, provide, or post on the Shahi Sawari Platform may be accessible to Shahi Sawari and relevant Driving Services Providers.
LIMITATION OF LIABILITY.
SHAHI SAWARI SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SHAHI SAWARI PLATFORM OR DRIVING SERVICES, EVEN IF SHAHI SAWARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHAHI SAWARI SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE SHAHI SAWARI PLATFORM OR THE DRIVING SERVICES OR YOUR INABILITY TO ACCESS OR USE THE SHAHI SAWARI PLATFORM OR THE DRIVING SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY DRIVING SERVICES PROVIDER OR OTHER THIRD-PARTY PROVIDER, EVEN IF SHAHI SAWARI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SHAHI SAWARI SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND SHAHI SAWARI’S REASONABLE CONTROL. YOU ACKNOWLEDGE THAT DRIVING SERVICES PROVIDERS PROVIDING DRIVING SERVICES MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. IN NO EVENT SHALL SHAHI SAWARI’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE SHAHI SAWARI PLATFORM OR THE DRIVING SERVICES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED THIRTY THOUSAND PAKISTANI RUPEES (PKR 30000).
THE SHAHI SAWARI PLATFORMMAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATIONWITH DRIVING SERVICES PROVIDERS BUT YOU AGREE THAT SHAHI SAWARI HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION SERVICES PROVIDED TO YOU BY DRIVING SERVICES PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.THE LIMITATIONS AND DISCLAIMER IN THIS SECTION 6 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW.
You agree to indemnify and hold Shahi Sawari, its Affiliates and their officers, directors, employees and agents harmless from any and all claims, demands, losses, liabilities, and expenses (including attorneys’ fees) arising out of or in connection with: (i) your use of the Shahi Sawari Platform and the Driving Services or services or goods obtained through your use of the Shahi Sawari Platform; (ii) your breach or violation of this Agreement or(iii) your violation of the rights of any third party, including Driving Services Providers.
8. Dispute Resolution
You agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Shahi Sawari Platform or Driving Services (collectively, "Disputes") will be settled by binding arbitration between you and any relevant Affiliate in your jurisdiction, or between you and Shahi Sawari (Private) Limited if no other Affiliate is incorporated in your jurisdiction, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party's copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Shahi Sawari are each waiving the right to a trial by jury or to participate as a plaintiff or class in any purported class action or representative proceeding. Further, unless both you and the relevant Affiliate otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this "Dispute Resolution" section will be deemed void. Except as provided in the preceding sentence, this "Dispute Resolution" section will survive any termination of this Agreement. This “Dispute Resolution” section applies to all Disputes (as defined below) between you and Shahi Sawari and/or any of its Affiliates.
Arbitration Process and Rules.
Any dispute, conflict, claim or controversy arising out of or broadly in connection with or relating to the Shahi Sawari Platform or this Agreement, including those relating to its validity, its construction or its enforceability (any “Dispute”) shall be first mandatorily submitted to mediation proceedings under the International Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute has not been settled within sixty (60) days after a request for mediation has been submitted under such ICC Mediation Rules, such Dispute can be referred to and shall be exclusively and finally resolved by arbitration under the Rules of Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”). The ICC Rules' Emergency Arbitrator provisions are excluded. The Dispute shall be resolved by one (1) arbitrator to be appointed in accordance with the ICC Rules. The place of both mediation and arbitration shall be in the city in which the applicable Affiliate with which you have a Dispute has its registered office. The language of the mediation and/or arbitration shall be English, unless you do not speak English, in which case the mediation and/or arbitration shall be conducted in both English and your native language. The existence and content of the mediation and arbitration proceedings, including documents and briefs submitted by the parties, correspondence from and to the International Chamber of Commerce, correspondence from the mediator, and correspondence, orders and awards issued by the sole arbitrator, shall remain strictly confidential and shall not be disclosed to any third party without the express written consent from the other party unless: (i) the disclosure to the third party is reasonably required in the context of conducting the mediation or arbitration proceedings; and (ii) the third party agrees unconditionally in writing to be bound by the confidentiality obligation stipulated herein.
9. Other Provisions
Choice of Law.
This Agreement is governed by and construed in accordance with the laws of Pakistan or in case of an Affiliate, the jurisdiction in which the relevant Affiliate is incorporated, without giving effect to any conflict of law principles, except as may be otherwise provided in supplemental terms applicable to your region.
Claims of Copyright Infringement.
Claims of copyright infringement should be sent to Shahi Sawari at email@example.com
Shahi Sawari may give notice by means of a general notice on the Shahi Sawari Platform, electronic mail to your email address in your Account, or by written communication sent to your address as set forth in your Account. You may give notice to Shahi Sawari by written communication to Shahi Sawari's email address at firstname.lastname@example.org.
You may not assign or transfer your rights under this Agreement in whole or in part without Shahi Sawari’s prior written approval. You give your approval to Shahi Sawari for it to assign or transfer its rights and obligations under this Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an acquirer of Shahi Sawari’s equity, business or assets; or (iii) a successor by merger. No joint venture, partnership, employment or agency relationship exists between you, Shahi Sawari or any Driving Services Provider as a result of the contract between you and Shahi Sawari or use of the Shahi Sawari Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in whole or in part, under any law, such provision or part thereof shall to that extent be deemed not to form part of this Agreement but the legality, validity and enforceability of the other provisions in this Agreement shall not be affected. In that event, the parties shall replace the illegal, invalid or unenforceable provision or part thereof with a provision or part thereof that is legal, valid and enforceable and that has, to the greatest extent possible, a similar effect as the illegal, invalid or unenforceable provision or part thereof, given the contents and purpose of this Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and replaces and supersedes all prior or contemporaneous agreements or undertakings regarding such subject matter.