DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. THE TAG SITE DISPLAYS THE SUICIDE HOTLINE IN SEVERAL PROMINENT LOCATIONS AND HAS AN INDEX OF NATIONAL, REGIONAL AND STATE RESOURCES FOR MENTAL HEALTH EMERGENCIES WHICH WE IMPLORE ALL USERS OF THIS SITE TO USE WHEN FACED WITH AN IMMEDIATE OR EMERGENT CRISIS.
SECTION 18 OF THESE TERMS IS AN ARBITRATION CLAUSE THAT REQUIRES MOST DISPUTES BETWEEN US TO BE RESOLVED ON AN INDIVIDUAL, NON-CLASS ACTION BASIS THROUGH BINDING AND FINAL ARBITRATION INSTEAD OF IN COURT. SEE SECTION 18 FOR MORE INFORMATION REGARDING THIS ARBITRATION CLAUSE, AND HOW TO OPT OUT.
By accessing or using this website, or any other websites with an authorized link to these Terms (“Website”) or registering an account or accessing or using any content, information, services, features or resources available or enabled via the Website (collectively, the “Services”), or clicking on a button or taking another action to signify your acceptance of this Agreement, you: (1) agree to be bound by this Agreement and any future amendments and additions to this Agreement as published through the Services; (2) represent you are of legal age in your jurisdiction of residence to form a binding contract; and (3) represent that you have the authority to enter into this Agreement personally and, if applicable, on behalf of any company, organization or other legal entity on whose behalf you use the Services. Except as otherwise provided herein, if you do not agree to be bound by this Agreement, you may not access or use the Services.
Your use of the Services is also subject to any additional terms, conditions and policies that we separately post on the Services (“Supplemental Terms”) which are incorporated by reference into the Terms. To the extent there is any conflict between these Terms and the Supplemental Terms, the Supplemental Terms will control with respect to the subject matter of such agreement.
TAG may revise these Terms from time to time without notice to you, effective upon posting of an updated version of the Terms or any applicable Supplemental Terms on the applicable Services. By continuing to access or use our Service after those revisions become effective, you agree to be bound by the revised Terms and/or Supplemental Terms. We encourage you to review these Terms periodically, as your continued use of the Services after any such changes constitutes your agreement to such changes.
DO NOT USE THIS SERVICE FOR EMERGENCY MEDICAL NEEDS. IF YOU EXPERIENCE A MEDICAL EMERGENCY, CALL 911 IMMEDIATELY.
IF YOU ARE THINKING ABOUT SUICIDE OR IF YOU ARE CONSIDERING TAKING ACTIONS THAT MAY CAUSE HARM TO YOU OR TO OTHERS OR IF YOU FEEL THAT YOU OR ANY OTHER PERSON MAY BE IN ANY DANGER OR IF YOU HAVE ANY MEDICAL EMERGENCY, YOU MUST IMMEDIATELY CALL THE EMERGENCY SERVICE NUMBER AND NOTIFY THE RELEVANT AUTHORITIES. THE TAG WEBSITE DISPLAYS THE SUICIDE HOTLINE IN SEVERAL PROMINENT LOCATIONS AND HAS AN INDEX OF NATIONAL, REGIONAL AND STATE RESOURCES FOR MENTAL HEALTH EMERGENCIES WHICH WE IMPLORE ALL USERS OF THIS SITE TO USE WHEN FACED WITH AN IMMEDIATE OR EMERGENT CRISIS.
Information provided through the Services is neither intended nor implied to be a substitute for professional medical advice and is not intended to replace the services of a therapist, physician, or other qualified professional, nor does it constitute a therapist-client or physician or quasi-physician relationship. You should not use information on this website, or the information on links or products featured on this site or the content, to diagnose or treat a health problem or disease without consulting with a qualified provider. If you have or suspect you have an urgent medical problem, promptly contact a professional healthcare provider. Please always seek the advice of a qualified provider with any questions you may have regarding a medical condition. Any application of the recommendations on this website is at the reader's discretion. No claim to cure, treat, diagnose or otherwise provide mental or behavioral health care is implied, promised, or guaranteed by this site or those materials contained, linked, or referenced herein.
- our services
TAG offers a brand-new way of providing psychoeducation. We have taken the popular streaming format and created a library of videos you can watch to learn more about an array of mental health conditions, from anxiety to obsessive-compulsive disorder. Our videos feature real people, our storytellers, discussing their mental health experiences—the challenges they have faced, the lessons learned and the obstacles overcome. Equally important are the accompanying clinician videos and the taped sessions between health professionals and willing participants. Our experts provide insight and offer suggestions and strategies you can use on your own. TAG offers a wealth of knowledge and information in a safe, supportive space.
Generally, the Services are not intended to provide clinical advice to users and are provided for informational purposes only. However, if you have been engaged by TAG to provide content for the TAG Properties, TAG may connect you with a third-party health professional in connection with such content development. You acknowledge and agree that your use of the TAG Properties in connection with such content development shall be governed by the applicable Supplemental Terms, including the Appearance Release & Waiver of Liability Agreement.
- TAG Properties
Access to and Use of TAG Properties. You understand and acknowledge that the software, code, proprietary methods and systems used to provide the Services (“TAG Properties”) are: (a) copyrighted by us and/or our licensors under United States and international copyright laws; (b) subject to other intellectual property and proprietary rights and laws; and (c) owned by us or our licensors. TAG Properties may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without our prior written permission and the prior written permission of our applicable licensors. You must abide by all copyright notices, information, or restrictions contained in or attached to any of TAG Properties. Nothing in these Terms grants you any right to receive delivery of a copy of TAG Properties or to obtain access to TAG Properties except as generally and ordinarily permitted through the Site, according to these Terms. Furthermore, nothing in these Terms will be deemed to grant, by implication, estoppel or otherwise, a license to TAG Properties. Certain of the names, logos, and other materials displayed on the Services constitute trademarks, tradenames, service marks or logos (“Marks”) of TAG or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with us or those other entities. Any use of third party software provided in connection with the Site will be governed by such third parties’ licenses and not by these Terms.
Updates. You understand that TAG Properties are evolving. As a result, TAG may require you to accept updates to TAG Properties that you have installed on your computer. You acknowledge and agree that TAG may update TAG Properties with or without notifying you. You may need to update third-party software from time to time in order to use TAG Properties.
Certain Restrictions. The rights granted to you in the Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit TAG Properties or any portion of TAG Properties, including the Site, (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other TAG Properties (including images, text, page layout or form) of TAG; (c) you shall not use any metatags or other “hidden text” using TAG’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of TAG Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Site for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) you shall not access TAG Properties in order to build a similar or competitive website, application or service; (g) except as expressly stated herein, no part of TAG Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (h) you shall not post on the Site any franchise, pyramid scheme, “club membership,” distributorship or sales representative agency arrangement or other business opportunity which requires an up-front or periodic payment, pays commissions, or requires recruitment of other members, sub-distributors or sub-agents; (i) you shall not post anything that: (i) is defamatory, damaging, disruptive, unlawful, inappropriate, offensive, inaccurate, pornographic, vulgar, indecent, profane, hateful, racially or ethnically offensive, obscene, lewd, lascivious, filthy, threatening, excessively violent, harassing, or otherwise objectionable; (ii) incite, encourage or threaten immediate physical harm against another, including but not limited to, content that promotes racism, bigotry, sexism, religious intolerance or harm against any group or individual; or (iii) contain material that solicits personal information from anyone under 13 or exploits anyone in a sexual or violent manner; (j) you shall not post advertisements or solicit any person to buy or sell products or services (other than our Products); (k) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in TAG Properties; and (l) you shall not access or use the Site or any Services, including any Content thereon, for benchmarking purposes or for other research purposes. Any future release, update or other addition to TAG Properties shall be subject to the Terms. TAG, its suppliers and service providers reserve all rights not granted in the Terms. Any unauthorized use of TAG Properties terminates the licenses granted by TAG pursuant to the Terms.
Third-Party Materials. As a part of TAG Properties, you may have access to materials that are hosted by another party. You agree that it is impossible for TAG to monitor such materials and that you access these materials at your own risk.
- Account Registration
Registering Your Account. In order to access certain features of the TAG Properties, you may be required to become a Registered User. For purposes of the Terms, a "Registered User" is a user who has registered an account on the Website ("Account").
Registration Data. You agree that you will not create more than one Account, or create an Account for anyone other than yourself without first receiving permission from the other person. In registering an Account or submitting an application to become a clinician, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by our Account enrollment form (understanding you may use an anonymous user name or nickname after you provide certain personal and emergency Contact Information); and (ii) each time you log on, maintain and promptly update such Account information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or TAG has reasonable grounds to suspect that such Account information is untrue, inaccurate, not current or incomplete, TAG reserves the right to transition your treatment to another Provider outside of TAG and refuse any future request(s) to use the TAG Services. You shall at all times remain responsible for maintaining the confidentiality of your Account password and username (if any) and any other security information related to your Account. TAG will not be liable for any loss that you incur as a result of someone else accessing and using your Account, either with or without your knowledge.
You represent that you are (1) at least 18 years old or have the consent of a parent or guardian 18 years of age or older; (2) of legal age or have the consent of a parent or guardian 18 years of age or older to form a binding contract; and (3) not a person barred from using TAG Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account, and for keeping your Account password secure. You may never use another person’s account or registration information without permission. You should never publish, distribute, or post login information from your Account. You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of TAG.
Necessary Equipment and Software. You must provide all equipment and software necessary to connect to TAG Properties, including but not limited to, a mobile device that is suitable to connect with and use TAG Properties, in cases where the Services offer a mobile component. You are solely responsible for any fees, including Internet connection or mobile fees, that you incur when accessing TAG Properties.
- Responsibility for Content
Types of Content. You acknowledge that all data, photos, images, video, data, text, music, exercise regimens, comments and other information (collectively “Content”) is the sole responsibility of the party from whom such Content originated. This means that you, and not TAG, are entirely responsible for all Content that you upload, post, e-mail, transmit or otherwise make available (“Make Available”) through Services (“Your Content”), and that you and other users of Services, and not TAG, are similarly responsible for all Content that you and they Make Available through Services (“User Content”). For the avoidance of doubt, if You have been engaged by TAG to provide content for the TAG Properties, including your name, likeness, biographical and contact information or other reproductions of your likeness (“Publicity”), such content shall not be considered Your Content.
No Obligation to Pre-Screen Content. You acknowledge that TAG has no obligation to pre-screen Content (including, but not limited to, User Content), although TAG reserves the right in its sole discretion to pre-screen, refuse or remove any Content. By entering into the Terms, you hereby provide your irrevocable consent to such monitoring. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation any in-App or in-Services chat. In the event that TAG pre-screens, refuses or removes any Content, you acknowledge that TAG will do so for TAG’s benefit, not yours. Without limiting the foregoing, TAG shall have the right to remove any Content that violates the Terms or is otherwise objectionable.
Storage. Unless expressly agreed to by TAG in writing elsewhere, TAG has no obligation to store any of Your Content that you Make Available on TAG Properties. TAG has no responsibility or liability for the deletion or accuracy of any Content, including Your Content; the failure to store, transmit or receive transmission of Content; or the security, privacy, storage, or transmission of other communications originating with or involving use of TAG Properties. Certain Services may enable you to specify the level at which such Services restrict access to Your Content. You are solely responsible for applying the appropriate level of access to Your Content. If you do not choose, the system may default to its most permissive setting. You agree that TAG retains the right to create reasonable limits on TAG’s use and storage of the Content, including Your Content, such as limits on file size, storage space, processing capacity, and similar limits described on the Site and as otherwise determined by TAG in its sole discretion.
TAG Properties. Except with respect to Your Content and User Content, you agree that TAG and its suppliers own all rights, title and interest in TAG Properties (including but not limited to, any visual interfaces, graphics, designs, compilations, information, data, computer code (including source code or object code), products, software, all other elements of the Services). You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services, or TAG Properties.
Trademarks. TAG, Nielsen Media Entertainment, Inc. and other related graphics, logos, service marks and trade names used on or in connection with TAG Properties or in connection with the Services are the trademarks of TAG and may not be used without permission in connection with any third-party products or services. Other trademarks, service marks and trade names that may appear on or in TAG Properties are the property of their respective owners.
Other Content. Except with respect to Your Content, you agree that you have no right or title in or to any Content that appears on or in TAG Properties. You will not use any Content that is not Your Content for benchmarking or other research purposes.
Your Content; License to Your Content. TAG does not claim ownership of Your Content. However, when you as a User post or publish Your Content on or in TAG Properties, you represent that you own and/or have a royalty-free, perpetual, irrevocable, worldwide, non-exclusive right (including any moral rights) and license to use, license, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, derive revenue or other remuneration from, and communicate to the public, perform and display Your Content (in whole or in part) worldwide and/or to incorporate it in other works in any form, media or technology now known or later developed, for the full term of any worldwide intellectual property right that may exist in Your Content. You grant TAG a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display, Your Content (in whole or in part) for the purposes of operating and providing TAG Properties and for our business purposes. Please remember that other Users may search for, see, use, modify and reproduce any of Your Content that you submit to any “public” area of TAG Properties; provided, however, TAG expressly prohibits any use of Your Content by such Users, or use of User Content by you, for benchmarking or other research purposes. You warrant that the holder of any worldwide intellectual property right, including moral rights, in Your Content, has completely and effectively waived all such rights and validly and irrevocably granted to you the right to grant the license stated above. You agree that you, not TAG, are responsible for all of Your Content that you Make Available on or in TAG Properties.
Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to TAG through its suggestion, feedback, wiki, forum or similar pages (“Feedback”) is at your own risk and that TAG has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant TAG a fully paid, royalty-free, perpetual, irrevocable, worldwide, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Services and/or TAG’s business.
Testimonials. You may voluntarily submit testimonials and comments if you have had positive experiences with the Services (each, a “Testimonial”). Such Testimonials are considered Your Content. By submitting your Testimonials, you grant TAG and its agents the worldwide, perpetual (even after termination of these Terms) irrevocable, royalty-free, non-exclusive and sub-licensable right to use, reproduce, copy, publish, display, distribute, perform, translate, adapt, modify, and otherwise exploit the Testimonials, to display your Publicity in connection therewith (including without limitation, your first name, profile picture and where you live), and to incorporate the Testimonials in other works in any and all markets and media, whether now known or hereafter discovered, without any additional approval or consideration, in connection with advertising and marketing TAG and the Services and to otherwise provide or improve the Services. Testimonials submitted by you must not violate any applicable laws, rules, and regulations. TAG shall have no obligation to copy, publish, display, or otherwise exploit the Testimonials.
- user conduct
Acceptable Use. As a condition of use, you agree not to use the Services for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third party) either (a) take any action or (b) Make Available any Content on or through the Services that: (i) infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any person or entity; (ii) is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; (iii) constitutes unauthorized or unsolicited advertising, junk or bulk e-mail; (iv) involves commercial activities and/or sales without TAG’s prior written consent, such as contests, sweepstakes, barter, advertising, or pyramid schemes; (v) impersonates any person or entity, including any employee or representative of TAG; (vi) interferes with or attempt to interfere with the proper functioning of the Services or uses the Services in any way not expressly permitted by the Terms; or (vii) attempts to engage in or engage in, any potentially harmful acts that are directed against the Services, including but not limited to violating or attempting to violate any security features of the Services, using manual or automated software or other means to access, “scrape,” “crawl” or “spider” any pages contained in the Services, introducing viruses, worms, or similar harmful code into the Services, or interfering or attempting to interfere with use of the Services by any other user, host or network, including by means of overloading, “flooding,” “spamming,” “mail bombing,” or “crashing” the Services.
Investigations. TAG may, but is not obligated to, (a) monitor or review the Website for violations of these Terms of Service and for compliance with our policies; (b) report to law enforcement authorities and/or take legal action against anyone who violates these Terms of Service; (c) refuse, restrict access to or the availability of, or remove, delete, edit or disable (to the extent technologically feasible) any Contribution or any portion thereof; (d) manage the Site in a manner designed to protect our and third parties’ rights and property or to facilitate the proper functioning of the Site, at any time. If TAG becomes aware of any possible violations by you of any provision of the Terms, TAG reserves the right to investigate such violations, and TAG may, at its sole discretion, immediately terminate your license to use TAG Properties, or change, alter or remove Your Content, in whole or in part, without prior notice to you.
- Interactions with Other Users
User Responsibility. You are solely responsible for your interactions with other Users of the Services. Please note that there are risks that may arise when dealing with strangers, including persons who may be acting under false pretenses. Please choose carefully the information you post on the Services and that you give to other Users of the Services. You are discouraged from publicly posting your telephone number or street address on the Services. TAG reserves the right, but has no obligation, to intercede in any disputes with other Users. You agree that TAG will not be responsible for any liability incurred as the result of such interactions.
Content Provided by Other Users. Information posted to the Services by other Users of the Services may be offensive, harmful or inaccurate, and in some cases may be mislabeled or deceptively labeled. You assume all risks associated with dealing with other Users with whom you come in contact through the Services. Opinions and other statements included in User Content do not represent the opinions or statements of TAG and the posting of User Content on the Services does not constitute TAG’s support or endorsement of any opinions or statements expressed in the applicable User Content. You use all User Content and interact with other Users at your own risk.
- THIRD-PARTY LINKS
The Services may contain links to third-party services such as third party websites, applications, or ads (“Third-Party Links”). When you click on such a link, we will not warn you that you have left the Services. TAG does not control and is not responsible for Third-Party Links. TAG provides these Third-Party Links only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to them, or any content, products or services accessible through such links. Your use of all Third-Party Links is at your own risk.
You agree to pay all fees and charges associated with your Account in accordance with the fee schedule, and the terms and rates published by TAG from time to time, and such fees and charges (including any taxes and late fees, as applicable) may be charged to the Payment Provider (as defined below) you provided during the initial setup of your Account. You must provide TAG with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) or PayPal account information (“Payment Provider”), as a condition to signing up for the Services. Your Payment Provider agreement governs your use of the designated credit card and you must refer to that agreement and not the Terms to determine your rights and liabilities. You agree to maintain valid credit card information in your Account, and you agree to immediately notify TAG of any change in your billing address or the credit card used for payment hereunder. By providing TAG with your credit card and/or other payment information, you authorize TAG to immediately bill and charge your Payment Provider and that no additional notice or consent is required. TAG reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Services or by e-mail delivery to you.
- GIFT CARDS
The following terms and conditions (“Gift Card Terms”) describe the terms and conditions that apply to the use of TAG gift cards (“Gift Cards”). By purchasing, accepting and/or using your Gift Card, you agree to be bound by these Gift Card Terms. If you do not agree with the Gift Card Terms, please do not purchase, accept or use the Gift Card.
Gift Cards are available for purchase to be used solely towards the use of the Services. When purchasing a Gift Card, you must provide your billing information (e.g., credit or debit card number) at check-out. Gift Cards are non-refundable.
A Gift Card is not a credit or debit card and has no implied warranties. A Gift Card is not redeemable for cash unless required by law and cannot be used to make payments on any charge account. Gift Cards cannot be used to buy other Gift Cards. Gift Cards are not valid or redeemable after the expiration date associated with the Gift Card. TAG reserves the right to deactivate or reject any Gift Card issued or procured, directly or indirectly, in connection with fraudulent actions, unless prohibited by law.
We are not responsible for any stolen Gift Card or use by someone other than yourself or the intended recipient, so please protect your Gift Card as necessary. Lost or stolen Gift Cards can only be replaced upon presentation of original sales receipt for any remaining balance, but TAG reserves the right to refuse to accept Gift Cards that are suspected or believed to have been obtained fraudulently. The Gift Card will be void if altered or defaced.
TAG is not responsible for emailed Gift Cards that do not reach their intended recipient for any reason. Bounced email is not monitored.
TAG MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO GIFT CARDS OR YOUR TAG BALANCE, INCLUDING WITHOUT LIMITATION, ANY EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN THE EVENT A GIFT CARD IS NON-FUNCTIONAL, YOUR SOLE REMEDY, AND TAG’S SOLE LIABILITY, WILL BE THE REPLACEMENT OF THAT GIFT CARD. CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
These Gift Card Terms shall be governed in all respects by the laws of State of Texas, without regard to choice of law provisions.
Any dispute related to Gift Cards shall be handled in accordance with the “Arbitration Agreement” section of the Terms.
We reserve the right to change these terms and conditions without notice, from time to time at our sole discretion. All terms and conditions are applicable to the extent permitted by law. If any of these terms and conditions are deemed invalid, void, or for any reason unenforceable, that unenforceable term will be deemed severable and will not affect the validity and enforceability of any remaining terms and conditions.
You agree to indemnify and hold TAG, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “TAG Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) Your Content; (b) your use of, or inability to use, TAG Properties; (c) your violation of the Terms; (d) your violation of any rights of another party, including any Users; or (e) your violation of any applicable laws, rules or regulations. TAG reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with TAG in asserting any available defenses. This provision does not require you to indemnify any of TAG Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Terms or your access to TAG Properties.
FUNDRAISERS. If you are participating in a TAG fundraiser program, you are solely responsible for ensuring that all elements of your participation comply with applicable laws, regulations, policies, and other standards. TAG is not responsible for any liabilities related to your participation in such programs.
- Disclaimer of Warranties and Conditions
As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF TAG PROPERTIES IS AT YOUR SOLE RISK, AND TAG PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TAG PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE SERVICES.
- TAG PARTIES MAKE NO GUARANTEE, WARRANTY, REPRESENTATION OR CONDITION THAT: (1) YOU OR ANY OTHER USER OF THE SERVICES WILL OBTAIN ANY PARTICULAR OR TANGIBLE RESULT OR GOAL THROUGH THE USE OF THE SERVICES, OR ANY PRODUCT OR SERVICE MADE AVAILABLE ON OR THROUGH THE SERVICES OR WILL MEET YOUR REQUIREMENTS; (2) YOUR USE OF TAG PROPERTIES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (3) THE RESULTS THAT MAY BE OBTAINED FROM USE OF TAG PROPERTIES, INCLUDING ANY PRODUCT MADE AVAILABLE THROUGH THE SERVICES, WILL BE ACCURATE OR RELIABLE.
- ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH TAG PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS TAG PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
- THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS. TAG MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES, INCLUDING BUT NOT LIMITED TO, THE QUALITY, EFFECTIVENESS, REPUTATION AND OTHER CHARACTERISTICS OF SERVICES.
- From time to time, TAG may offer new “beta” features or tools with which its users may experiment. Such features or tools are offered solely for experimental purposes and without any warranty of any kind, and may be modified or discontinued at TAG’s sole discretion. The provisions of this section apply with full force to such features or tools.
Medical Disclaimer. TAG DOES NOT PROVIDE MEDICAL OR OTHER LICENSED PROFESSIONAL ADVICE NOR DOES YOUR USE OF THE TAG PROPERTIES CREATE ANY DOCTOR-PATIENT RELATIONSHIP. ANY CONTENT ACCESSED THROUGH TAG PROPERTIES ARE FOR INFORMATIONAL PURPOSES ONLY. THE SERVICES ARE NOT INTENDED TO BE A SUBSTITUTE FOR PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT BASED ON YOUR INDIVIDUAL CONDITION AND CIRCUMSTANCES. THE ADVICE AND OTHER MATERIALS WE MAKE AVAIALBLE ARE INTENDED TO SUPPORT THE RELATIONSHIP BETWEEN YOU AND YOUR HEALTHCARE PROVIDERS, NOT REPLACE IT. We are not liable or responsible for any consequences of your having read or been told about such advice or other materials as you assume full responsibility for your decisions and actions. In particular, to the fullest extent permitted by law, we make no representation or warranties about the accuracy, completeness, or suitability for any purpose of the advice, other materials and information published ON THE SERVICES.
THE CONTENT SHOULD NOT BE USED DURING A MEDICAL EMERGENCY OR FOR THE DIAGNOSIS OR TREATMENT OF ANY MEDICAL CONDITION. PLEASE CONSULT YOUR DOCTOR OR OTHER QUALIFIED HEALTH CARE PROVIDER IF YOU HAVE ANY QUESTIONS ABOUT A MEDICAL CONDITION, OR BEFORE TAKING ANY DRUG, CHANGING YOUR DIET, STARTING A MEDITATION PRACTICE OR COMMENCING OR DISCONTINUING ANY OTHER COURSE OF TREATMENT. DO NOT IGNORE OR DELAY OBTAINING PROFESSIONAL MEDICAL ADVICE BECAUSE OF INFORMATION ACCESSED THROUGH TAG PROPERTIES. CALL 911 OR YOUR DOCTOR FOR ALL MEDICAL EMERGENCIES.
No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT TAG PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD TAG PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.
No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF TAG PROPERTIES. YOU UNDERSTAND THAT TAG DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF TAG PROPERTIES.
- Limitation of Liability
Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL TAG PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH TAG PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT TAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE TERMS, OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF TAG PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (1) THE USE OR INABILITY TO USE TAG PROPERTIES; (2) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH TAG PROPERTIES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON TAG PROPERTIES; OR (5) ANY OTHER MATTER RELATED TO TAG PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TAG PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TAG PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A TAG PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Cap on Liability. UNDER NO CIRCUMSTANCES WILL TAG PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO TAG by you during the one-month period prior to the act, omission or occurrence giving rise to such liability; OR (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A TAG PARTY FOR (I) DEATH OR PERSONAL INJURY CAUSED BY A TAG PARTY’S NEGLIGENCE; OR (II) ANY INJURY CAUSED BY A TAG PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.
Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TAG AND YOU.
- PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT
It is TAG’s policy to terminate membership privileges of any Registered User who repeatedly infringes copyright upon prompt notification to TAG by the copyright owner or the copyright owner’s legal agent. Without limiting the foregoing, if you believe that your work has been copied and posted on TAG Properties in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (b) a description of the copyrighted work that you claim has been infringed; (c) a description of the location on TAG Properties of the material that you claim is infringing; (d) your address, telephone number and e-mail address; (e) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and (f) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Contact information for TAG’s Copyright Agent for notice of claims of copyright infringement is as follows: Nielsen Media Enterprises, Attn: Copyright Agent, [3333 Rolling Knoll Drive, Farmers Branch, TX 75234].
- International Users
TAG Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that TAG intends to announce such Services or Content in your country. TAG Properties are controlled and offered by TAG from its facilities in the United States of America. TAG makes no representations that TAG Properties are appropriate or available for use in other locations. Those who access or use TAG Properties from other countries do so at their own volition and are responsible for compliance with local law.
If TAG becomes aware of any possible violations by you of the Terms, TAG reserves the right to investigate such violations. If, as a result of the investigation, TAG believes that criminal activity has occurred or may occur, TAG reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. TAG is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in TAG Properties, including Your Content, in TAG’s possession in connection with your use of TAG Properties, to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Terms, (3) respond to any claims that Your Content violates the rights of third parties, (4) respond to your requests for customer service, or (5) protect the rights, property or personal safety of TAG, its users or the public, and all enforcement or other government officials, as TAG in its sole discretion believes to be necessary or appropriate.
TAG may suspend or terminate your access to the Service at any time, for any reason or for no reason at all. TAG has the right (but not the obligation) to refuse to provide access to the Service to any person, agency or organization at any time, for any reason or for no reason at all, in our sole discretion. TAG reserves the right to change, suspend, or discontinue all or part of the Service, temporarily or permanently, without prior notice.
Termination of any Service includes removal of access to such Service and barring of further use of the Service. Termination of all Services also includes deletion of your password and all related information, files and Content associated with or inside your Account (or any part thereof), including Your Content. Upon termination of any Service, your right to use such Service will automatically terminate immediately. You understand that any termination of Services may involve deletion of Your Content associated therewith from our live databases. TAG will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Terms which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.
- DISPUTE RESOLUTION.
Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with TAG and limits the manner in which you can seek relief from us.
Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, to any products sold or distributed through the Website, or to any aspect of your relationship with TAG, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or TAG may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.
Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agent, LegalZoom. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, TAG will pay them for you. In addition, TAG will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.
You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and TAG. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitral forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.
Waiver of Jury Trial. YOU AND TAG HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and TAG are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in the “Applicability of Arbitration Agreement” section above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.
Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Texas. All other disputes, claims, or requests for relief shall be arbitrated.
30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: info@WatchTAG.tv, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your TAG username (if any), the email address you used to set up your TAG account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.
Severability. Except as provided above, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with TAG.
Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if TAG makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing TAG at the following address: 3333 Rolling Knoll Dr, Farmers Branch, TX 75234 or info@WatchTAG.tv.
- General provisions
Electronic Communications. The communications between you and TAG use electronic means, whether you visit TAG Properties or send TAG e-mails, or whether TAG posts notices on TAG Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from TAG in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that TAG provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
Release. You hereby release TAG Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your use of TAG Properties, including but not limited to, any interactions with or conduct of other Users or third-party Sites of any kind arising in connection with or as a result of the Terms or your use of TAG Properties. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a TAG Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Services.
Assignment. The Terms, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without TAG’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
Force Majeure. TAG shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
Governing Law and Exclusive Venue. These Terms and any action thereto will be governed and interpreted by and under the laws of the State of Texas consistent with the Federal Arbitration Act, without regard to any conflict of laws rules or principles. To the extent the parties are permitted under these Terms to initiate litigation in a court, both TAG and you agree that all claims and disputes arising out of or relating to the Terms will be litigated exclusively in the state or federal courts located in Texas.
Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to TAG Properties, please contact us at: 3333 Rolling Knoll Drive, Farmers Branch, TX 75234 or at info@WatchTAG.tv. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
Notice. Notices required to be given to you by TAG may be delivered by electronic mail to the e-mail address provided during the creation of your Account. Where TAG requires that you provide an e-mail address, you are responsible for providing TAG with your most current e-mail address. In the event that the last e-mail address you provided to TAG is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Terms, TAG’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to TAG at the following address: 3333 Rolling Knoll Drive, Farmers Branch, TX 75234. Such notice shall be deemed given when received by TAG by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
Waiver. TAG’s waiver or failure to enforce any right or provision of these Terms on one occasion will not be considered a waiver of those rights on any other occasion.
Severability. If any portion of these Terms is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining provisions of these Terms will remain in full force and effect.
Export Control. You may not use, export, import, or transfer TAG Properties except as authorized by U.S. law, the laws of the jurisdiction in which you obtained TAG Properties, and any other applicable laws. In particular, but without limitation, TAG Properties may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using TAG Properties, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties. You also will not use TAG Properties for any purpose prohibited by U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. You acknowledge and agree that products, services or technology provided by TAG are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer TAG products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
Consumer Complaints. In accordance with California Civil Code §1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.
Entire Agreement. The Terms are the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.