Maison Foodie Partner Program Terms and Conditions
Updated and effective as of JANUARY 26, 2026
Updated and effective as of JANUARY 26, 2026
These terms and conditions, together with any applicable schedules, policies, and guidelines as incorporated by reference herein (the “Policies”) (collectively, the “Agreement”), and any applicable Insertion Orders (“IO”) shall govern your participation as a member (the “Partner”) of the Maison Foodie Partner Program (the “Program”). The Partner covenants and agrees to be bound by the Agreement and any applicable Policies, as amended by Maison Foodie (“Maison Foodie”) from time to time. In the event that there is a discrepancy or conflict between the terms and conditions of this Agreement, the Policies, and the terms and conditions of an IO, the parties agree that the terms and conditions of the IO shall prevail.
1. DEFINITIONS
1.1 “Offer(s)” means any digital content, software application, and/or software-as-a-service (SaaS) product that is owned and/or supplied by Maison Foodie.
1.2 “Program Site” means a website or platform operated by Maison Foodie and situated on https://maisonfoodie.com or https://app.maisonfoodie.com, and/or any other domains owned and operated by Maison Foodie used in conjunction with the Program.
1.3 “Maison Foodie Materials” means the logos, trademarks and trade names, and any applicable advertising materials and advertising content for marketing and promotional purposes in connection with the Offer(s).
1.4 “Policies” means the marketing, distribution, and promotional guidelines and requirements, as amended or replaced, from time to time, and published on the Program Site currently located at https://maisonfoodie.com/partner-policies.
1.5 “Unique User” means a consumer or end user downloading, installing, registering for, and/or using the Offer(s).
1.6 “Partner Offering Page(s)” means a website and/or landing page created and/or supplied by the Partner where the Offer(s) may be made available for display, distribution, and promotion. The Partner acknowledges and agrees that all Partner Offering Page(s) must be approved by Maison Foodie.
2. PARTNER PROGRAM
2.1 Partner must submit a Program application in order to participate in the Program. Partner must provide accurate and complete information when submitting a Program application. Maison Foodie will review the application to participate in the Program and will notify Partner of its acceptance or rejection to the Program. Under no circumstance shall Maison Foodie be obligated to accept or review any application to join the Program. Maison Foodie may accept or reject any Program application in its sole discretion and for any reason.
2.2 The Partner will be permitted to participate in the Program, subject to Program application approval and compliance with the terms and conditions of this Agreement, the Policies, and any applicable IO. Upon Program application approval by Maison Foodie, Partner will receive a unique Partner ID number and Partner link(s) which you will use to market and promote the Offer(s). Partner is responsible for ensuring that all Partner information and details are accurate and complete when participating in the Program.
2.3 During the Program application process, the Partner will be required to submit a valid email address and create a unique password to access the Partner account on the Program Site. The Partner is responsible for maintaining the secrecy and security of its Program login credentials. Partner is solely responsible for all activity that occurs on the Partner account. Partner shall immediately notify Maison Foodie of any breach of security or unauthorized use of the Partner account. Maison Foodie shall not be liable for any damages caused or losses incurred by any unauthorized access and/or authorized use of the Partner account. If Partner wishes to share its Partner account login credentials (username and password) to allow others to gain access to the Partner Program account, Partner agrees that BY SHARING ITS PARTNER PROGRAM ACCOUNT USERNAME AND PASSWORD, PARTNER AGREES TO BE RESPONSIBLE FOR ASSURING THAT ANY USERS OF THE PARTNER PROGRAM ACCOUNT COMPLY WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT (INCLUDING ANY APPLICABLE POLICIES) AND THAT PARTNER SHALL BE RESPONSIBLE FOR THE ACTS AND/OR OMISSIONS OF SUCH USERS WHETHER AUTHORIZED OR NOT.
2.4 If you are submitting a Program application on behalf of a company, corporation, or other legal entity, you represent and warrant that you have the authorization and capacity to bind such company, corporation, or legal entity to the terms and conditions of this Agreement.
3. LICENSE
3.1 Subject to the Partner’s acceptance to the Program and the Partner’s full compliance with the terms and conditions of this Agreement, Maison Foodie grants the Partner a limited, revocable, non-exclusive, non-assignable, non-transferable license to (i) use, display, promote, and distribute the Maison Foodie Materials and Offer(s) that are made available from the Program Site and to publish the same on the Partner’s websites, Partner Offering Page(s), and in electronic mail correspondence sent by the Partner linking to a Maison Foodie Product Offering Page and/or Partner Offering Page(s), all of which must be done in accordance with this Agreement, the Policies, and any terms and conditions defined in the applicable IO, as amended from time to time; and (ii) use and display the Maison Foodie Materials for marketing and promotional purposes in connection with the Offer(s), and subject to compliance with applicable written instructions and the Policies.
3.2 Partner covenants and agrees that (i) it will not attempt in any way, either directly or indirectly, to alter, modify, or create derivative works of any Maison Foodie Materials provided by or obtained from Maison Foodie, unless otherwise authorized and permitted in writing; (ii) it will not attempt in any way, either directly or indirectly, to alter, modify, disassemble, decompile, eliminate, reverse engineer, conceal or otherwise render inoperable or ineffective any tags, source codes, links, pixels, modules, website, the Program Site, the Maison Foodie Materials, or other data provided by or obtained from Maison Foodie; (iii) it will, at all times, comply with the terms of this Agreement and any Policies that are communicated in advance to the Partner, which may be amended and replaced from time to time by Maison Foodie in its sole discretion; (iv) any and all Partner Offering Page(s) will contain a privacy policy which provides, at a minimum, adequate notice, disclosure and choices to Unique Users regarding Partner’s use, collection, disclosure and security of personal information; and (v) all consumer data and personal information collected pursuant to this Agreement shall only be used for legal purposes.
3.3 Maison Foodie retains the exclusive right, title and interest to the Maison Foodie Materials provided to Partner, and Partner has no rights therein save the limited right to use the Maison Foodie Materials pursuant to the terms and conditions hereof. All rights which are not expressly granted herein are reserved by Maison Foodie and the Partner may not make any use of the Program, the Program Site, the Offer(s), and/or the Maison Foodie Materials, in whole or in part in any manner not expressly permitted by this Agreement or any applicable IO.
4. PAYMENT
4.1 Unless otherwise stated in the applicable IO, Maison Foodie shall remit payment to Partner on or before sixty (60) days following the calendar month in which the applicable actions were generated and recorded by Maison Foodie.
4.2 All amounts and currency shall mean United States dollars ($USD) unless otherwise indicated.
4.3 Each party shall be solely liable for any tax, charge or levy imposed on such party in respect of its receipt/remittance of any sum due and payable under this Agreement by any relevant authority and all amounts due and payable by Maison Foodie to the Partner are inclusive of any VAT, tax, charge or levy which may be imposed on such payment and Maison Foodie shall be under no obligation to increase such payment in the event such tax becomes applicable. The Partner shall be solely responsible for taking any action necessary to recover any amounts under the applicable tax code(s) and applicable laws.
4.4 Each party shall be responsible for any and all fees, charges, costs, and expenses incurred as a result of its receipt/remittance of any payments under this Agreement.
4.5 No payment will be issued to Partner for (i) invalid, duplicate, or fraudulent installs and/or actions; (ii) any actions generated in violation of the Policies; (iii) any actions or purchases that are later refunded in accordance with applicable refund policies; or (iv) any current or accrued earnings that are less than $200 (the “Minimum Payment Threshold”) for the applicable payment period. All accrued and unpaid earnings for valid installs and/or actions that are below the Minimum Payment Threshold will carry forward to future payment period(s) until the Minimum Payment Threshold has been reached. All carry forward amounts will be itemized and applied to the corresponding month’s report or invoice. Any carry forward amounts shall not bear interest. Partner shall be entitled to payment for all valid current or accrued earnings following any termination of their account, regardless of whether or not the Minimum Payment Threshold has been reached. Partner further acknowledges and agrees that it will forfeit any payments following three (3) good faith attempts by Maison Foodie to remit payment to the Partner where all such reasonable attempts have failed.
5. REPORTING
All reporting shall be based solely on the amount of completed installs or actions counted and recorded by Maison Foodie. Maison Foodie reserves the right to chargeback fraudulent, invalid, or duplicate installs and/or actions. Fraudulent installs or actions are defined as any install or action that is: (i) generated by means of any device, automated program, or robot without the Unique User’s knowledge or consent; or (ii) manually created in bad faith by the Partner with the direct intent to artificially inflate commissions payable to the Partner.
6. TERM AND TERMINATION
The term of this Agreement shall commence on the date that the Program application is approved by Maison Foodie and shall continue until terminated by either party. Each party reserves the right to cancel this Agreement or any applicable IO at any time by providing the other party with no less than twenty-four (24) hours prior written notice. Notwithstanding the foregoing, Maison Foodie reserves the right to immediately cancel or suspend this Agreement and any applicable IO on written notice in the event that Partner has violated any term or condition of this Agreement or the applicable IO. Partner acknowledges and agrees that any material violation of the terms and conditions defined in this Agreement or the IO shall result in the forfeiture of any and all accrued amounts payable to the Partner. Unless otherwise indicated in this Agreement, payment, indemnification and confidentiality obligations shall survive the termination of this Agreement and any applicable IO.
7. CONFIDENTIALITY
Any confidential information and/or proprietary data provided by one party (“Discloser”) to the other party (“Recipient”), including certain information relating to the Discloser’s business or customers, affiliates, subsidiaries, agents, or employees; business and marketing plans, processes, strategies and methods or any information that, based on the circumstances under which it was disclosed, a reasonable person would treat as confidential shall be deemed “Confidential Information” of the Discloser. Confidential Information shall not, without first obtaining the Discloser’s written consent, be released by the Recipient to anyone except an employee or agent, contractor, consultant, or financial or legal advisor that has a need to know and that is bound by confidentiality obligations at least as strict as those contained herein, but in no event less than a reasonable confidentiality standard. Recipient shall not use any portion of Confidential Information provided by the Discloser for any purpose other than those provided for under the Agreement. The undertakings and obligations of the Recipient under this Section 7 shall not apply, however, to any information which it can establish to have: (i) become publicly known through no action on the Recipient’s part; (ii) been known by the Recipient prior to receipt of the Confidential Information; (iii) been independently developed by the Recipient without any access to and/or use of any Confidential Information (in part or in whole); (iv) been approved for public release by the Discloser’s written authorization; or (v) been required to be disclosed by law, or to a competent court, government or regulatory body having the right to same, provided that the Discloser is notified immediately of such required disclosure and given the opportunity to seek a protective order. Following the termination of this Agreement, or otherwise on demand by the Discloser, the Recipient agrees that it will promptly return the Confidential Information to the Discloser, including all copies thereof or, if requested to do so by the Discloser, will certify the destruction of the Confidential Information. The parties acknowledge that the computers and data storage and retrieval systems or network of the Recipient may automatically back up Confidential Information stored in electronic form. The parties agree that to the extent that those back-up procedures automatically create electronic copies of Confidential Information (the “Secondary Information”), the Recipient may, despite any requirement under this Agreement to return or destroy Confidential Information, retain Secondary Information in its archival storage for the period that it would normally archive electronic data, provided that those data are periodically and systematically overwritten or otherwise destroyed and provided such data shall remain subject to confidentiality obligations described herein. The provisions of this Confidentiality section shall survive the expiration or termination of the Agreement for a period of three (3) years. The Recipient acknowledges and agrees that a breach of its confidentiality obligations under this Agreement might cause irreparable harm to the Discloser, and that money damages might not be a sufficient remedy for any breach or threatened breach of its confidentiality obligations. Therefore, in addition to all other remedies available at law (which neither party waives by the exercise of any rights hereunder), the Discloser shall be entitled to seek specific performance and injunctive and other equitable relief as a remedy for any such breach or threatened breach, and the parties hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such claim. Such remedies are not deemed to be exclusive remedies for breach of confidentiality obligations but are in addition to all other remedies available at law or in equity to the Discloser.
8. DATA PROTECTION
8.1 In this Section 8, the following definitions shall apply: (i) “Controller” means an entity that determines the purposes and means of the processing of Personal Data; (ii) “Personal Data” means any information that relates to an identified or identifiable individual (and such term shall include, where required by Applicable Data Law, unique browser or device identifiers); (iii) “Applicable Data Law” means any and all applicable federal, national, state, provincial, or other privacy and data protection laws (including, where applicable, EU Data Protection Law) as may be amended or superseded from time to time; (iv) “EU Data Protection Law” means (1) the EU General Data Protection Regulation (Regulation 2016/679); (2) the EU e-Privacy Directive (Directive 2002/58/EC); and (3) any national data protection laws made under or pursuant to (1) or (2); “Sensitive Personal Data” shall be defined under Applicable Data Laws and may include, without limitation, any information consisting of racial or ethnic origin, political opinions, religious or philosophical beliefs, or trade union membership, genetic data, biometric data, data concerning health or data concerning a natural person’s sex life or sexual orientation.
8.2 The parties acknowledge that some or all of the data that it may collect under this Agreement may qualify as, or include, Personal Data and that Applicable Data Law may apply to the processing of the collected data. Where this is the case, each party shall comply with such Applicable Data Law with respect to its processing of any data that it may collect under this Agreement. Under no circumstances shall either party collect or transmit any Sensitive Personal Data.
8.3 To the extent that any data collected by a party under this Agreement qualifies as, or contains, Personal Data under Applicable Data Law, each party shall process the collected data it collects as a Controller. Each party shall be individually responsible for its own compliance with Applicable Data Law, including for providing any transparency and obtaining any consents for the processing of collected data that may be required under Applicable Data Law.
8.4 Each party agrees that it shall process any data that it collects only for the purposes permitted by this Agreement and Applicable Data Law. Each party shall implement appropriate technical and organizational measures to protect any collected data from (i) accidental or unlawful destruction and (ii) loss, alteration, unauthorized disclosure of, or access to the collected data.
8.5 Where EU Data Protection Law applies, neither party shall process its collected data (nor permit its collected data to be processed) in a territory outside of the European Economic Area (“EEA”) unless it has taken such measures as are necessary to ensure the transfer is in compliance with EU Data Protection Law. Such measures may include (without limitation) transferring its collected data to a recipient in a country that the European Commission has decided provides adequate protection for Personal Data, to a recipient that has achieved binding corporate rules authorization in accordance with EU Data Protection Law, to a recipient in the United States that has certified compliance with the EU-US Privacy Shield framework, or to a recipient that has executed standard contractual clauses adopted or approved by the European Commission.
9. REPRESENTATIONS/WARRANTIES
9.1 Each party represents and warrants to the other party that: (a) it has the full corporate right, power and authority to enter into the Agreement, to grant the licenses granted hereunder and to perform the acts required of it hereunder; (b) the execution of the Agreement by it and the performance of its obligations and duties hereunder, do not and will not violate any agreement to which it is a party or by which it is otherwise bound; (c) it will not violate any applicable laws, rules, or regulations, including without limitation, Applicable Data Law; and (d) when executed and delivered, this Agreement will constitute the legal, valid and binding obligation of each party, enforceable against each party in accordance with its terms.
9.2 The Partner further represents and warrants that (1) the Partner Offering Page(s) do not and will not (i) violate or encourage the violation of any third party copyright, trade-mark, trade secret or other intellectual property right, or any applicable law, rules or regulations; (ii) target children under the age of thirteen (13) and/or offers products or services that are illegal for minors to buy, possess or participate in; (iii) contain, install, or transmit any Malicious Code where for the purposes of this Agreement, “Malicious Code” shall mean viruses, worms, malware, spyware, adware, time bombs, Trojan horses, drive-by download applications or other harmful or malicious code, files, scripts, agents or programs, including code that: (A) is intended to or has the effect of misappropriating, hijacking, commandeering, or disrupting access to or use of operation of any information, device, hardware, system, or network; and/or (B) materially interferes with or disrupts the consumer’s or end user’s web or mobile navigation or intervenes with the consumer’s or end user’s control over the operating system, browser settings, browser functionality, or a webpage’s display; (iv) conduct any fraudulent or otherwise illegal activity, or harass any end user; (v) contain any content which is defamatory, obscene, pornographic, misleading, deceptive, fraudulent or otherwise inappropriate; (vii) otherwise violate any applicable law, rules or regulation; or (viii) otherwise violate any Policies or instructions communicated to the Partner regarding the integration, distribution, and promotion of the Offer(s); and (2) it will comply with the Policies.
9.3 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE PARTIES DISCLAIM ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES WITH RESPECT TO ANY MATTER HEREUNDER, INCLUDING WITHOUT LIMITATION, PLACEMENT OF ADVERTISING AND ANY OTHER SERVICES PROVIDED, WHETHER EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF SATISFACTORY QUALITY, MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY PROMISE OF ANY LEVEL OF SUCCESS WITH RESPECT TO ANY OFFER(S) OR INSERTION ORDER, IN PART OR WHOLE).
10. INDEMNIFICATION
Subject to the limitations expressed in this Agreement, each party shall indemnify, defend and hold harmless the other party and any officer, director, employee, parent company, subsidiary or affiliated company from and against any and all third party claims, actions, proceedings, suits, losses, costs, expenses, liabilities or damages, including, without limitation, reasonable fees and disbursements of counsel whether or not suit is brought (collectively, the “Claim” or “Claim(s)”) suffered or incurred by or arising from any breach by the indemnifying party of any of its representations, warranties and covenants under this Agreement or in the IO. Each party’s obligation to indemnify the other Party is subject to: (i) the indemnified party giving prompt written notice to the indemnifying party in the event that it becomes aware of a Claim or the possibility of a Claim provided, however, that failure of the indemnified party to provide such notice will not release the indemnifying party from any of its indemnity obligations except to the extent that the indemnifying party’s ability to defend such Claim(s) is prejudiced thereby; (ii) the indemnified party giving full cooperation with the indemnifying party, at the indemnifying party’s expense, in responding to, defending or settling any such Claim(s); (iii) the indemnifying party keeping the indemnified party fully informed of the actions and positions taken by the claimant and taken or proposed to be taken by the indemnifying party, including the decision to defend or not defend the Claim(s) or complaint; (iv) the indemnified party not admitting any liability or entering into any settlement regarding the Claim(s) on behalf of the indemnifying party; and (v) the indemnified party giving the indemnifying party sole control of the defense of the Claim and that all costs and expenses incurred by the indemnifying party in investigating, resisting, litigating and settling the Claim, including the payment of any award of damages and/or costs to any third party, will be paid by indemnifying party provided that no settlement shall be entered into by the indemnifying party that (1) imposes any legal or financial obligation on the indemnified party without the indemnified party’s prior written consent; and (2) does not contain a full release of the indemnified party from the Claim(s). Notwithstanding the foregoing, the parties further agree that the indemnified party may elect to participate, at its sole cost and expense, as a party in any litigation involving the Claim(s) to the extent that the court may permit.
11. LIMITATION OF LIABILITY
EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS OR THE BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, IN NO CIRCUMSTANCE SHALL EITHER PARTY LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES OR LOST PROFITS (INCLUDING WITHOUT LIMITATION CLAIMS FOR LOSS OF GOODWILL, USE OF OR RELIANCE ON THE SERVICES PROVIDED HEREUNDER, INTERRUPTION OF BUSINESS OR IMPAIRMENT OF OTHER ASSETS) ARISING OUT OF BREACH OR FAILURE OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE. THIS LIMITATION OF LIABILITY SHALL NOT APPLY WITH RESPECT TO THE GROSS NEGLIGENCE, FRAUDULANT ACTIONS, OR WILLFUL MISCONDUCT OF EITHER PARTY.
12. RELATIONSHIP OF PARTIES/THIRD-PARTY RIGHTS
The relationships of the parties to this Agreement shall be solely that of independent contractors, and nothing contained in this Agreement shall be construed otherwise. Nothing in this Agreement or in the business or dealings between the parties shall be construed to make them joint ventures or partners with each other, nor have the parties granted to each other any right or authority to assume or create any obligation of responsibility, express or implied, on behalf of or in the name of the other, or to bind the other in any manner whatsoever. This Agreement is not made for the benefit of any third party who is not a party hereto, and only the parties hereto or their respective successors and permitted assigns will acquire or have any benefit, right, remedy or claim under, or by reason of, this Agreement.
13. FORCE MAJEURE
Neither party shall be liable by reason of any failure or delay in the performance of its obligations hereunder for any cause beyond the reasonable control of such party, including but not limited to electrical outages, failure of Internet service providers, riots, insurrection, war (or similar), fires, flood, earthquakes, explosions, and other acts of God.
14. GENERAL
14.1 The Agreement, and all claims related to it or the performance by both parties under it, will be interpreted, construed and governed exclusively in all respects in accordance with the laws of the Province of British Columbia, Canada, excluding its conflict of law rules and the United Nations Convention on Contracts for the Sale of International Goods. The parties shall endeavor to settle any dispute arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, by direct negotiation between their respective representatives authorized to settle such dispute. In the event that such direct negotiation does not commence or result in a resolution of the dispute following commencement, the parties agree and irrevocably attorn and submit to the exclusive jurisdiction of the courts of Victoria, British Columbia with respect to any dispute arising as a direct or indirect consequence of this Agreement, and expressly and irrevocably waive any defense of personal and/or subject matter jurisdiction in those courts or any claim on the grounds of inconvenient forum. PARTNER AGREES THAT IT MAY BRING CLAIMS AGAINST MAISON FOODIE ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
14.2 Partner may not assign this Agreement without the express written consent of Maison Foodie. Maison Foodie may assign this Agreement, without Partner’s consent, to its parent company or any if its affiliates or subsidiaries. The term “affiliate” as used herein shall mean an entity that is controlled by, controlling or under ultimate common control of Maison Foodie.
14.3 No term or condition of this Agreement will be deemed waived, and no breach excused, unless such waiver or consent excusing the breach is in writing and signed by an authorized signatory of Maison Foodie. The failure of Maison Foodie to enforce at any time any of the provisions of this Agreement, or the failure to require at any time performance by Partner of any of the provisions of this Agreement, shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of Maison Foodie to enforce each and every such provision thereafter.
14.4 If any provision shall be considered unlawful, void or otherwise unenforceable, then that provision shall be deemed severable from this Agreement and not affect the validity and enforceability of any other provisions.
14.5 Any notice or other communication (“Notice”) permitted or required in the Agreement will be in writing and given by personal delivery via courier or transmitted by electronic mail to the receiving party at the address noted on the Agreement, the applicable IO, or as provided by the Partner in the Program. Any such Notice will be deemed to have been received on the date on which it was transmitted by electronic mail or delivered.
14.6 From time to time, Maison Foodie may amend, supplement or replace this Agreement or the Policies in part or in whole, on Notice to the Partner. When these changes are made, Maison Foodie will make any new terms and conditions available to Partner from within, or through, the Program or Program Site or by other communication methods. Partner’s continued use of the Program, Program Site, and/or promotion of the Offer(s) following receipt of such Notice shall constitute Partner’s acknowledgement and acceptance of the updated terms and conditions to the Agreement and/or Policies.
14.7 This Agreement will inure to the benefit of and be binding upon the respective successors, heirs and permitted assigns of the parties.
14.8 The section and paragraph headings contained in this Agreement are included for convenience of reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement.
14.9 This Agreement constitutes the entire agreement between the parties with respect to the Offer(s) noted in the Agreement or the applicable IO and supersedes any previous or contemporaneous representations, negotiations, understandings, and agreements, oral or written.