Talking Wealth Terms and Conditions

Dated: 12 August 2022

Welcome to the Talking Wealth service provided by Talking Wealth Pty Ltd ABN: 47 654 499 082 (“Talking Wealth”, “we”, “us” or “our”). Our service includes a personalized subscription and pay on demand service that allows our members to access content over the Internet through the use of connected devices such as TVs and computers (“Talking Wealth ready devices”). We provide our services through a number of different mediums including our website (Talking Wealth Website), application (Talking Wealth App) and associated content and services available through Talking Wealth (www.talkingwealth.com).

We provide our services subject to these Terms and Conditions (Terms) which make up our legal agreement with you (the “Agreement”) and govern your use of our online, digital, or mobile services, including our websites, software, applications and any of our other products and services in connection with which these Terms are posted or from which they are linked (collectively, the “Service”).

You consent to our collection and use of your information as described in our Privacy Policy.

Changes to the Terms: We reserve the right, in our sole discretion, to modify these Terms (including applicable Additional Terms) from time to time. You agree that we may notify you of modified terms or conditions by posting them on our website or our app, and your continued use of the Service after such notice constitutes your agreement to the modified Terms, which will govern your ongoing use of the Service.
Your Representations: By accessing, previewing, or otherwise using the Service in any manner, you represent and warrant that you have sufficient legal capacity to enter into this Agreement or, if you lack such capacity (for instance, if you are a minor), that you have obtained parental or guardian consent to do so. You represent and warrant that you have read, understand, and agree to abide by these Terms, and any applicable Additional Terms, and that you have read, understand, and agree to the terms of our Privacy Policy.
The Talking Wealth Service:
1. As long as you pay our charges and comply with these Terms (and any Additional Terms), we grant you a limited, non-exclusive, non-sublicensable, non-transferable, and fully revocable license to access, view, and use the Service for your personal, non-commercial use solely, and as expressly permitted by the features and functionality of the Service. The Service may allow you to view, preview, select, stream, and access certain content, including video, audio, graphics, photos, and text (collectively, “Content”). Such use may be limited (for example, to supported devices or by number of simultaneous streams per account; by geographic region; by time window; by subscription level; or otherwise, and access will require your use of an approved device with sufficient connectivity).
2. The Service and Content are protected by copyrights, trademarks, or other intellectual property rights that are owned by Talking Wealth or its licensors. Any unauthorized use of the Content or any other aspect of the Service, or any portion thereof, will constitute a violation of copyright or other intellectual property rights, and Talking Wealth reserves the right to prosecute such violations and enforce its rights to the fullest extent of the law. Contravention of these Terms terminates the license granted to you herein and obligates you to cease all use of the Service and the Content. Any authorization to copy material granted by Talking Wealth in any part of the Service for any reason is restricted to viewing a single copy for non-commercial, personal, entertainment use only, unless otherwise specified, and is subject to you keeping intact all copyright, trademark, and other proprietary notices.
3. Except as expressly provided herein, Talking Wealth does not grant you any other express or implied right or license in or to the Service or the Content and all right, title, and interest that Talking Wealth has in the Service and the Content are retained by Talking Wealth, including the right to modify, discontinue, or temporarily suspend any or all of the Service at any time, with or without notice.
General Advice:
1. No aspect of the Service constitutes legal, financial, medical, or any other category of professional advice. You acknowledge that the Service and Content provided by us is intended for general use only and does not take into account your investment objectives, financial situation or advisory needs, nor does the information provided constitute investment advice. It is not intended to be, nor should it be, relied upon as a substitute for financial or other professional advice and under no circumstances should investments or any other decisions be based solely on the information contained in the Content or the Service.
2. You should seek financial or other professional advice before acting or relying on any information provided in the Content or the Service. Your use of the Service does not create a financial or professional adviser and client relationship between you and Talking Wealth. Talking Wealth and its representatives and officers will not accept liability for any loss, damage, or expense incurred or suffered by you if you rely on any information provided by Talking Wealth.
User Accounts:
1. To access or use certain aspects of the Service, you must pay our fees, comply with our Terms (and Additional Terms) and set up a user account (an “Account”) and provide us with accurate and complete information, and you must update the information when it changes. To use the Talking Wealth Service, you must have internet access and a Talking Wealth ready device, and provide us with one or more payment methods (“Payment Method”) if you want to access certain paid services available through Talking Wealth.
2. If you open an Account or otherwise access the Service on behalf of a company, organization, or other entity (a “Business User”), then you represent and warrant that you have the authority to also bind the Business User to these Terms, and hereby do so, and both you and the Business User will be responsible for any breach of this Agreement. You acknowledge and agree that you have no ownership or other proprietary interest in any Account. You agree that all of the details you provide in connection with your Account are about yourself or an applicable Business User and not about another individual or entity (whether real or fictitious), and that such details will be maintained by you as correct, current, and complete.
Payment Method:
1. Means a current, valid, accepted method of payment, as may be updated from time to time. You authorize us to debit/charge our fees from any Payment Method associated to your account in case your primary Payment Method is declined or no longer available to us for payment of your subscription fee. You remain responsible for any unpaid or dishonoured fees and payments. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not cancel your Account, we may suspend your access to the Service until we have successfully charged a valid Payment Method.
2. If you fail to pay any Fees when due, as a result of expiration of your Payment Method, insufficient funds, or otherwise, (i) you will remain liable for all such amounts, as well as any costs that Talking Wealth incurs in collecting any amounts you fail to pay in connection with the Service, including legal and collections fees; (ii) you authorize Talking Wealth to continue charging your Payment Method, as your Payment Method information may be updated as described in clause 6.1; and (iii) we may suspend or terminate your subscription. Changing your Payment Method information may affect the day of your monthly subscription renewal in accordance with clause 7.1.2.
3. All Fees and transactions attributed to your Payment Method are administered by a third-party payment processor. In addition to our fees you are responsible for any third-party credit card, bank related, or other financial service charges and fees, and we may charge you credit card, payment processing fees and dishonour fees. You represent and warrant that all payment information you provide is correct, current, and complete. We reserve the right to refuse or cancel transactions, including due to pricing or other typographical errors.
Paid Services: Particular aspects of the Service may require payments including certain subscriptions, pay-per-view content, pay-per-view events and third party products and services.
1. Paid Subscriptions: If you access a paid subscription:
  1. you agree to all of the applicable charges, including any applicable taxes, and transaction or service fees (“Fees”) billed to your chosen Payment Method, and payment terms. Such terms will be displayed in connection with that aspect of the Service requiring payment on the Talking Wealth website. You authorise us to charge the Fees to your Payment Method automatically at the beginning of the subscription term and thereafter on the calendar day corresponding to the commencement of the subscription term unless you downgrade or cancel your subscription, as described in clause 11, or your Account or the Service is suspended or terminated pursuant to these Terms.
  2. The length of your billing cycle will depend on the type of subscription that you choose when you signed up for the service. In some cases your payment date may change, for example if your Payment Method has not successfully settled, when you change your subscription plan or if your paid subscription began on a day not contained in a given month. For example, if your subscription begins after the 28th day of a month, then in any subsequent month in which that day does not occur, we will charge your Payment Method on approximately the last day of such month. For example, if you started your monthly subscription on 31 January, your next payment date will be approximately 28 February.
  3. The Fees charged to your Payment Method may vary from one billing period to the next due to changes in your subscription plan, and you authorize Talking Wealth to charge your Payment Method for these amounts. If you sign up for a free trial subscription (if available), you will be automatically billed at the current rate of your subscription at the conclusion of the free trial unless you cancel your subscription prior to the free trial ending, as described in clause 11.
2. Pay-Per-View Events: We may also offer you access to pay-per-view events (Talking Wealth Event) as an add-on to your subscription plan. Your access to a Talking Wealth Event is subject to the following:
  1. you will need to pay a one-off fee. Unless specified otherwise, you will be charged via the Payment Method registered to your Talking Wealth Account. The fee will be charged immediately upon completion of you signing up to the Talking Wealth Event.
  2. you must have an active Account (which may include access during a free trial period) at the time that you purchase the event and at the time that you access and view the event.
  3. You will be able to view the Talking Wealth Event on a live basis and on a replayed basis for at least 24 hours after the completion of the live event (Viewing Period). It is your responsibility to view the Talking Wealth Event within the Viewing Period. After the Viewing Period, Talking Wealth may in its discretion make replays of the Talking Wealth Event available on the Service.
  4. You will only be able to access and view the Talking Wealth Event on one screen, irrespective of the number of devices you may simultaneously watch based on your Subscription Plan.
3. Once you purchase a Talking Wealth Event, it is non-refundable unless otherwise specified below:
  1. You can cancel your purchase of a Talking Wealth Event for any reason up to 4 hours before the advertised start time of the live event coverage by going to the ‘Events’ tab under ‘Manage Account’ at talkingwealth.com and clicking ‘Remove’ next to the event. In these circumstances, you will automatically be refunded the Talking Wealth Event Fee, which will be paid via the Payment Method you used to pay for the event.
  2. If you cancel your subscription in accordance with clause 11 of these Terms, and your access to the Talking Wealth Service is disconnected before the start of the event, your purchase of the Talking Wealth Event will be cancelled, and you will not be able to view the event. In these circumstances, we will automatically refund you the Fee.
  3. If we suspend or cancel your subscription in accordance with clause 15 of these Terms, your purchase of the Talking Wealth Event will be cancelled, and you will not be able to view the event. In these circumstances, we will automatically refund you the Fee.
  4. It is your responsibility to ensure that you have a valid and active subscription at the time that the Talking Wealth Event occurs.
  5. The details of any Talking Wealth Event are correct at the time of promoting the event. Talking Wealth Event details are subject to change and may be rescheduled to another time or date. Talking Wealth Events may also be cancelled for any reason including for reasons beyond our reasonable control. In these circumstances, we will refund the fee.
4. Third Party Services: The Service may link to, integrate with, or incorporate third party content, sites, products, services, or platforms, including advertisers, online merchants, and social networks (collectively, “Third Party Services”). We do not endorse and are not responsible for Third Party Services, whether in terms of their correctness, accuracy, validity, propriety, reliability, legality, security, or otherwise, and we disclaim all liability in connection therewith. References to Third Party Services does not imply endorsement of any Third Party Services by us or any association with its operators. Your dealings with Third Party Services are solely between you and the applicable Third Party Services. To learn more about Third Party Services, consult the Third Party Services’ respective terms of use and privacy policies.
Promotional Offers: We may from time to time offer special promotional offers or subscriptions (“Offers”). Offer eligibility is determined by Talking Wealth at its sole discretion and we reserve the right to revoke an Offer and put your account on hold in the event that we determine you are not eligible. Members of households with an existing or recent Talking Wealth subscription may not be eligible for certain introductory Offers. We may use information such as device ID, Payment Method or an Account email address used with an existing or recent subscription to determine the Offer eligibility. The eligibility requirements and other limitations and conditions will be disclosed when you sign-up for the Offer or in other communications made available to you.
Changes to Prices and Subscription Plans: We may update the pricing and payment terms and/or subscription plans at any time and in its sole discretion, with any changes to subscription fees taking effect upon the conclusion of your current subscription term unless otherwise specified. In the event of price change, we will post the new pricing in the Service and attempt to notify you in advance by sending an email to the address you have registered for your account. If you do not wish to accept a price change, you may cancel your Service subscription as described in clause 11. If there are any discrepancies in billing, you waive your right to dispute such discrepancies, to the fullest extent permitted by law, if you do not notify us within 60 days after they first appear on an account statement, unless we determine that there are extenuating circumstances.
Refunds: All fees are non-refundable except in relation to certain circumstances as described in clause 7.4 and clause 15. Even if you cancel the Service during your subscription period, you will not receive a refund for any portion of the Fees for the remainder of that subscription period (to the extent permitted by law); you will have continued access to the Service until the end of your subscription period. In rare circumstances, we may provide a credit, refund, discount, or other consideration to some or all of our subscribers (“Credits”). The amount and form of such Credits, and the decision to provide them, are at our sole discretion. The provision of Credits in one instance does not entitle you to Credits in the future for similar instances, nor does it obligate us to provide Credits in the future, under any circumstance.
Cancellation. You can cancel your subscription to the Service at any time by logging into your Account at https://talkingwealth.com/myplans and clicking “cancel subscription.” If you cancel your subscription prior to the end of any free trial subscription, where applicable, you will not be charged. If you cancel your subscription after any free trial subscription, the cancellation will go into effect at the end of your current subscription period and you will have continued access to the Service for the remainder of your paid subscription period, and you will not receive a refund of any fees paid. You must cancel your subscription before it renews for the next billing period to avoid paying the Fees for the next billing period. After cancellation of your subscription, you will continue to owe any accrued amounts due under these Terms, and not yet paid. You acknowledge and agree that cancellation of your subscription is your sole remedy and recourse if you have any dissatisfaction, issue or concern related to the Service including fees, applicable taxes, billing methods, the selection of content available to you through the Service, or the Service policies or practices (including these Terms, the Privacy Policy, and/or any changes thereto).
Accounts:
1. Account Security: You are responsible for maintaining the confidentiality of your Account login name and password, and agree not to disclose your username and password to anyone. You must not permit use of your Account by anyone at any time other than members of your household and you must not use anyone else’s Account at any time. You agree not to transfer, resell or otherwise convey your Account or the right to use your Account to anyone. You accept responsibility for all activities or transactions, and damages that occur through the use of your Account, including use of your Account by other members of your household, and unauthorized use of your Account login name and password. You agree that we will not be liable for any loss you may incur as a result of someone else using your Account, either with or without your knowledge. If you have reason to believe that someone is using your Account without your permission or your Account is no longer secure, you must: (i) promptly change your password; and (ii) immediately notify us of the problem through our Customer Service contact page.
Access to Talking Wealth Content:
1. Our Service is to be used for authorized streaming and to access Talking Wealth Content through Talking Wealth ready devices. You may access the Talking Wealth Content primarily within the country in which you have established your Account and only in geographic locations where we offer our Service. The Content that may be available will vary by geographic location and will change from time to time. The number of devices on which you may simultaneously watch depends on your chosen subscription plan and is specified on the "Account" page.
2. You agree that your access to Talking Wealth Content and use of the Talking Wealth Service, including all features and functionalities associated therewith, is in accordance with all applicable laws, rules and regulations, or other restrictions on use of the Service or Content therein.
3. You agree not to archive, reproduce, distribute, modify, display, perform, publish, license, create derivative works from, offer for sale, or use (except as explicitly authorized in these Terms) Content and information contained on or obtained from or through the Talking Wealth Service.
4. You must not: circumvent, remove, alter, deactivate, degrade or thwart any of the content protections in the Talking Wealth Service; use any robot, spider, scraper or other automated means to access the Talking Wealth Service; decompile, reverse engineer or disassemble any software or other products or processes accessible through the Talking Wealth Service; insert any code or product or manipulate the Content of the Talking Wealth Service in anyway; or use any data mining, data gathering or extraction method. In addition, you agree not to upload, post, E-mail or otherwise send or transmit any material designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Talking Wealth Service, including any software viruses or any other computer code, files or programs. We may terminate or restrict your use of our Service if you violate these Terms or are engaged in illegal or fraudulent use of the Service as described in Section 15.
5. International Use: Talking Wealth makes no representation that every aspect of the Service is appropriate or available for use in any particular jurisdiction. When you choose to access and use the Service, you agree that:
  1. you do so on your own initiative and at your own risk;
  2. you are responsible for complying with local laws and regulations, if and to the extent local laws and regulations are applicable;
  3. you specifically agree to comply with all applicable laws and regulations concerning the transmission of technical data exported from the country in which you reside; and
  4. If there is a conflict between any of the Terms herein and your rights in your place of residence, your rights under applicable law will control as to those specific terms.
User Feedback:
1. The Service may allow you to submit or transmit audio, video, text, or other materials, including so-called “user generated feedback”. Your User Feedback remains your own subject to any rights granted in these Terms. When you provide User Feedback, you grant to Talking Wealth a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, fully sublicenseable license, together with all consents or waivers including a publicity rights waiver and wavier of moral rights (if any) in favour of Talking Wealth to use, reproduce, archive, edit, translate, create derivative works of, make available, distribute, sell, publicly display, perform, transmit, broadcast, communicate to the public and in any other way exploit the User Feedback, and any names, voices, likenesses and other identifying information of persons that is part of the User Feedback, in any form, media, software, or technology of any kind now known or developed in the future, including, without limitation, for developing, manufacturing, and marketing products. You hereby waive any moral rights you may have in your User Feedback and release us from any claim for moral rights infringement.
2. We may refuse, edit or remove User Feedback without notice to you. Where we accept User Feedback, you bear all responsibility for your User Feedback, and you represent and warrant the following as to your User Feedback:
  1. You have obtained the written consent of every identifiable individual featured in your User Feedback (or, in the case of minors, consent of the minor’s parent or guardian) to use that person’s name, voice, and/or likeness (as applicable) in connection with the Service and pursuant to these Terms.
  2. Your User Feedback does not infringe, violate, or misappropriate any third-party intellectual property rights, including copyrights, trade secrets, or trademarks.
  3. Your User Feedback, as used in connection with the Service, will not violate any applicable laws or regulations or infringe or violate any rights of a third party, including third-party publicity or privacy rights.
  4. You have all rights necessary to grant to Talking Wealth the license above.
  5. You have not defamed anyone.
3. We may exercise the rights to your User Feedback granted herein without any liability, including for payment of royalties, residuals, guild fees, or the like, to you or any third party.
Changes to the Service including Account Access:
1. We may take any of the following actions in our sole discretion at any time, and without giving you prior notice:
  1. Change or discontinue the Service.
  2. Change how we offer and operate the Service (e.g., begin charging a fee to access features or Content that we previously made available without charge).
  3. Remove Content from the Service.
2. We may immediately suspend, restrict or cancel your Account or access to our Service:
  1. where reasonably necessary for security, technical, copyright, anti-piracy or operational reasons;
  2. if you use the Content or the Talking Wealth Service other than for private, non-commercial use, or in a way that is inconsistent with this Agreement
  3. if you breach any term of this Agreement;
  4. if we suspect the occurrence of any identity theft or other fraudulent activity; or
  5. if we have reasonable grounds to suspect that your Account details are incorrect, there has been unauthorised access to your Account, or that you have committed or may be committing any illegal or fraudulent activity in connection with your Account.
3. We will not be liable to you or any third party for taking any of these actions and we will not be limited to the remedies above if you violate these Terms. If we terminate your access to the Service, you must immediately stop using the Service. However, if you have paid for a subscription to Talking Wealth and we discontinue the Service before the end of a paid subscription period, or we terminate your account before the end of a paid subscription period for reasons other than your breach of these Terms, we will refund a prorated portion of the applicable subscription fee corresponding to the portion of the paid subscription period for which our action caused you not to have access to the relevant Service. If we terminate your access to Talking Wealth because you breached these Terms, you will not be entitled to any refund.
Quality of Service: The quality of the display of our content may vary from device to device, and may be affected by a variety of factors, including your location and the speed of your Internet connection. The time it takes to begin watching content will also vary based on a number of factors, including your location, available bandwidth at the time and the configuration of your device. We makes no representations or warranties about the quality of your watching experience on your device, subject to clause 21.
Updates and Testing: We reserve the right to update and change the Service, including its features and the selection of content available in the Service, at any time. In addition, we reserve the right to test various aspects of the Service. By using our Service you agree that we may include you in or exclude you from these tests without notice.
Service-Specific Emails: As part of the Service, we may send you emails regarding your subscription, your account, the content available to you, or the Terms applicable to the Service from time to time. You agree that we may send you these types of emails to the email address that you provide. Because these emails are necessary for you to receive the Service, you agree that you will receive these emails even if you have opted out of receiving other promotional emails from us. If you do not want to receive these types of emails, you may cancel the Service at any time as described in in clause 11.
Wireless Charges (Mobile Features): You are solely responsible for all charges from your wireless provider including any data and messaging fees that you may incur if you use mobile devices to interact with the Service or to receive communications from us. These fees are not charged by us, and you should contact your wireless provider before you sign up for mobile features to determine what fees, if any, will be charged.
Indemnification: You will defend, indemnify and hold harmless us, our affiliates, and their respective directors, officers, employees, shareholders, vendors, partners, contractors, agents, licensors or other representatives and all of their successors and assigns (collectively, the “Talking Wealth Parties”) with respect to all third party claims, costs (including legal fees and costs), damages, liabilities, and expenses or obligations of any kind, arising out of or in connection with your use or misuse of the Service (including, without limitation use of your Account, whether or not authorized by you, and claims arising from User Feedback). We retain the right to assume the exclusive defence and control of any claim subject to indemnification, and in such cases you agree to cooperate with us to defend such claim. You may not settle any claim covered by this clause 20 without Talking Wealth’s prior written approval.
Warranties and Limitations on Liability:
1. If we supply goods or services of a kind ordinarily acquired for personal, domestic or household (PDH) use or consumption, you may have rights under the Australian Consumer Law (ACL) including Consumer Guarantee Rights. Nothing in Agreement limits those rights and remedies in any way.
2. If we supply goods or services including not of a kind ordinarily acquired for PDH use or consumption and costing no more than $100,000:
  1. in relation to those goods, our liability for failure to comply with a Consumer Guarantee (other than certain guarantees about ownership and undisturbed use) is limited to:
    - replacing the goods or supplying equivalent ones;
    - repairing the goods;
    - paying the cost of replacing the goods or of acquiring equivalent ones; or
    - paying the cost of having the goods repaired; and
  2. in relation to those services, our liability for failure to comply with a consumer guarantee is limited to:
    - supplying the services again; or
    - paying the cost of having the services supplied again.
3. Subject to clauses 21.1 and 21.2 above:
  1. Any representation, warranty, condition or undertaking that would be implied by legislation, common law, equity, trade, custom or usage or otherwise is excluded, to the fullest extent permitted by law.
  2. Neither party is liable for Consequential Loss.
  3. Our liability is capped at the aggregate of fees paid by you to us in the 12 months preceding a claim.
4. For the purpose of this clause 21 Consequential Loss means (1) economic loss; (2) business interruption; (3) loss of revenue, profits, actual or potential business opportunities or contracts; (4) anticipated savings; (5) loss of profits; (f) loss of data; (6) an obligation to indemnify another person; (7) an obligation to contribute to the compensation of loss or damage suffered by another person and (8) consequential loss within the meaning of Environmental Systems Pty Ltd v Peerless Holdings Pty Ltd [2008] VSCA 26.
Copyright: If you believe that any Talking Wealth Content or other material on the Service infringes your copyright rights, please forward the following information in writing to our address listed below, in conformance with the Copyright Act 1968 and regulation 20I of the Copyright Regulations 1969 (if you reside in Australia) and the Digital Millennium Copyright Act of 1998 (“DMCA”) (if you reside in the US):
- Your name, address, telephone number, and (if available) email address;
- A description of the copyrighted work that you claim has been infringed;
- The exact URL or a description of each place where alleged infringing material is located;
- A statement by you that you have a good faith belief that the disputed use has not been authorized by you, your agent, or the law;
- Your electronic or physical signature or the electronic or physical signature of the person authorized to act on your behalf; and
- A statement by you that the information in your notice is accurate and, under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- The above information must be submitted to Talking Wealth at the following address:
  
  Talking Wealth Pty Ltd
  247-249 Bouverie Street,
  Carlton VIC 3053
  Tel AU: 1800 720 800
  Tel US: +1 833 615 1683
  Email: copyright@talkingwealth.com.au
- If we are notified that any User Feedback infringes another’s intellectual property rights, we may remove such User Feedback pursuant to the relevant legislation.
Force Majeure: We will not have any liability to you by reason of any delay or failure to perform any obligation hereunder if the delay or failure to perform is occasioned by force majeure, which refers to any act of God, storm, fire, casualty, unanticipated work stoppage, power outage, satellite failure, strike, lockout, labour dispute, civil disturbance, riot, war, national emergency, Governmental action, or other cause beyond its control.
Assignment: We may transfer any or all of our rights and/or obligations under this Agreement to any person, firm or company provided such transfer does not detrimentally affect your rights under this Agreement. You must not transfer any or all of your rights and/or obligations under this Agreement to any other person.
Governing Law: This Agreement is governed by the laws of Victoria, Australia and the parties irrevocably submit to the courts of the state of Victoria.
Survival: If any provision or provisions of these Terms shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.
Entire Agreement: This Agreement, including the Privacy Policy and any other applicable Additional Terms, is the entire agreement between the parties relating to the matters contained herein.