Welcome to Payscore!

These terms and conditions are a legal agreement (this “Agreement”) between you, an individual applicant (“Applicant”) or interested party (“IP” or “Authorized IP”, defined below) (collectively, “You” or “Your”), and Payscore Inc, with offices at 140 Lakeside Ave, Suite A301, Seattle, Washington 98122 (“Payscore” or “we”, “us” or “our”). This Agreement establishes terms and conditions under which You shall access and use the verification services and features available on Payscore web-based platform (the “Payscore Platform”). Payscore Platform enables interested parties like property managers, property management software companies, tenant screening companies or lenders (each, an "IP") to verify the income, identity, employment and related information (“Information”) about rental property and loan Applicants who seek business arrangements with such IPs in addition to streamlining the income verification process for those Applicants (collectively, the “Services”). Payscore may have a separate contract with IPs to provide income verification Services for a fee. The fees for these Services may be paid by either the Applicant or the IP. Payscore Platform is located at https://www.payscore.com, and any related sub-domains, tools and services or through downloadable mobile or other applications through which Payscore Platform is made available by Payscore from time to time (the “Website(s)”).

Applicant may be provided with access to Payscore Platform through an IP’s own systems or directly through our Website. The IP which provides Applicant with the link or embedded widget to Payscore Platform or which Applicant otherwise authorizes in connection with his or her use of Payscore Platform, is referred to herein as the “Authorized IP.” Applicant may separately authorize the release of certain information to an IP in conjunction with an application, and this Agreement does not enjoin that release. In order to enable Payscore to provide its Services, Applicant will need to submit to Payscore Platform various sensitive personal information. Payscore Platform uses third-party services to process Applicant’s bank credentials, and Applicant’s bank credentials never reside in Payscore Platform. Once Applicant’s bank account is connected to Payscore Platform via a third-party service, Payscore will collect bank statement Information, and calculate and produce an income and accounts summary for the Authorized IP. The Authorized IP may then make decisions based in part on such summaries.

APPLICANT AND AUTHORIZED IP AGREE AND ACKNOWLEDGE THAT PAYSCORE SHALL NOT BE RESPONSIBLE FOR, AND DOES NOT ADVISE APPLICANT OR THE AUTHORIZED IP IN ANY WAY WITH REGARD TO, ANY DECISIONS OR ACTIONS OF THE AUTHORIZED IP IN CONNECTION WITH PAYSCORE PLATFORM OR SUCH FINANCIAL RECORDS OR SUMMARIES.

YOU PROVIDE LOG-IN CREDENTIALS (“CREDENTIALS”) TO YOUR ACCOUNTS AT YOUR OWN RISK. BY USING OUR SERVICES, YOU AGREE THAT WE AND THE DATA SOURCES THAT MAINTAIN YOUR ACCOUNTS AND ANY THIRD PARTIES THAT INTERACT WITH YOUR CREDENTIALS OR ACCOUNT DATA IN CONNECTION WITH OUR SERVICES ARE NOT LIABLE FOR ANY LOSS, THEFT, COMPROMISE, OR MISUSE WHATSOEVER IN CONNECTION WITH OUR SERVICES (INCLUDING NEGLIGENCE), EXCEPT TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW. WE AND THE THIRD-PARTY SERVICE PROVIDERS WE USE MAKE NO WARRANTIES OF ANY KIND RELATED TO THE DATA PROVIDED BY THOSE SERVICE PROVIDERS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. EXCEPT FOR PDFS OF OFFICIAL ACCOUNT DOCUMENTS RETRIEVED ON APPLICANT’S OR IP’S BEHALF AND PROVIDED TO YOU WITHOUT ALTERATION, NO DATA PROVIDED BY OUR SERVICES OR SERVICE PROVIDERS IS AN OFFICIAL RECORD OF ANY OF YOUR ACCOUNTS.

Payscore Services are connected by multiple data sources, including Envestnet | Yodlee (“Yodlee”). When you request data from a source connected to our Services, and Yodlee is the data source used, Yodlee collects that data and provides it to us. Yodlee acts on our behalf in this process, which means we share your data with Yodlee as one of our service providers. For more information on how Yodlee collects, uses, stores, and handles your data, please see Yodlee’s commitment to its clients and their users (www.yodlee.com/clients-consumers) (“Yodlee’s Commitment”). If there is any inconsistency between Yodlee’s Commitment and this Agreement regarding Yodlee’s services, then Yodlee’s Commitment is correct with respect to any such services provided by Yodlee. The date You first agreed to this Agreement is referred to herein as the “Effective Date.” Your use of Payscore Platform is also subject to our Privacy Policy available on our Website as updated from time to time, which constitutes a part of this Agreement, and to which you must agree in order to use the Services. You acknowledge and agree that Payscore Platform is in the early stages of its development and that the features and functionality are expected to change frequently. As used herein, “PII” means information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.

BEFORE YOU CHECK THE BOX INDICATING YOU AGREE TO THIS TERMS OF SERVICE AND THE PRIVACY POLICY AND BEFORE YOU CLICK ON THE “SUBMIT” BUTTON OR SUBMIT ANY OF YOUR INFORMATION, CAREFULLY READ THE TERMS AND CONDITIONS OF THIS AGREEMENT. BY CLICKING ON THE CHECK BOX AND “SUBMIT” BUTTON OR SUBMITTING ANY OF YOUR INFORMATION, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT AND GRANTING THE AUTHORIZATION SET FORTH HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, THEN DO NOT CLICK ON THE CHECK BOX AND “SUBMIT” BUTTON, AND YOU WILL NOT BE PERMITTED TO ACCESS AND/OR USE THE SERVICES.

FURTHER, THIS AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE, WHICH REQUIRES THAT YOU AND PAYSCORE ARBITRATE CERTAIN CLAIMS BY BINDING ARBITRATION INSTEAD OF GOING TO COURT AND LIMITS CLASS ACTION CLAIMS UNLESS YOU OPT OUT AS PROVIDED IN SUCH AGREEMENT TO ARBITRATE (SEE SECTION 6 “AGREEMENT TO ARBITRATE”).

Agreement

1. Payscore Platform and your authorization.

1.1 Access and Use. Subject to the terms and conditions of this Agreement, Payscore hereby grants to You a limited, non-exclusive, non-transferable right to access and use Payscore Platform. Applicant retains the right to submit his or her Information solely in order for Payscore to provide the verification Services, including provision of bank statement Information and our summaries thereof to Applicant and IPs.

1.2 You agree and acknowledge that Payscore is not a provider of insurance products or policies. You agree and acknowledge that Payscore is not a financial institution or tax advisor and does not provide financial or tax services or advice. Any interactions between Applicant and IPs through Payscore Platform or which arise from or relate to Your use of Payscore Platform are solely at Your risk. Any Information provided to IPs by Applicant, or by Payscore as contemplated by this Agreement, is provided solely at Your risk.

1.3 Authorization. Applicant hereby authorizes Payscore to retrieve Applicant’s bank statements from his or her financial institution and then provide verification Services, including Payscore summaries thereof, to the Authorized IP for the Authorized IP’s use in connection with assessment and/or implementation of Applicant’s current or proposed business arrangements with such Authorized IP. Applicant and IP agree and acknowledge that any limitations on IP’s use of such financial records and summaries is solely between Applicant and IP.

1.4 Payment. You agree to pay all fees or charges owed to us in accordance with the fees and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise stated or agreed, You will make full payment within thirty (30) days of receipt of an invoice from us. In the event You fail to make full payment when due, without limiting our other rights or remedies, we reserve the right to: (a) Assess a late fee equal to one and one-half percent (1.5%) of the outstanding balance per month, or the maximum rate allowed by law, whichever is less; (b) Suspend or terminate your access to the Payscore Platform or Services if You are two (2) months or more late in making a payment. We will not exercise our rights under this Section 1.4 if You are disputing the applicable charges reasonably and in good faith and are cooperating diligently to resolve the dispute. You agree to provide us with complete, up-to-date, and accurate billing and contact information. This information includes your legal company name, street address, email address, name and telephone number of an authorized billing contact, and payment card or similar information. You agree to update this information within thirty (30) days of any changes. Payments may be made via credit card, debit card, or other electronic means as specified by us, and You authorize us to charge the payment method designated by You for all charges incurred. If any payment made by You is declined or reversed, Your payment will be considered late at that time unless otherwise stated or agreed. We may use a third-party payment process or to process payments made by You. By using such third-party payment processors, You agree to be bound by their terms and conditions. Payment obligations are non-cancelable, and fees paid are non-refundable. We may, in our sole discretion, apply any payments received from You to any outstanding balance due, regardless of the specific invoice or charges to which such payments were intended to apply. Unless otherwise stated or agreed, fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases hereunder.  

‍2. Representations and Warranties.

2.1 Warranties.

a. Applicant Information Warranty. Applicant represents and warrants that he or she has the right, including with respect to all applicable data privacy and other laws, to provide Payscore access to and use of his or her Information, including without limitation, for use in connection with Payscore Platform and to provide the Services. Applicant further represents and warrants that, as a requirement of the income-verification Service on Payscore Platform, Applicant has had a full opportunity to review the Information contained in the income-verification report and expressly certify that the Information is complete and accurate, including with the addition of any explanations, before “submitting” the report to an IP.

b. Other Representations and Warranties. You represent, warrant and covenant that: (a) You have the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) Your execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by You to any third party to keep any information or materials in confidence or in trust.

2.2 Disclaimer of Payscore Warranties. YOU ACKNOWLEDGE THAT PAYSCORE PLATFORM AND ALL SERVICES, TEXT, IMAGES AND OTHER INFORMATION ON OR ACCESSIBLE FROM PAYSCORE PLATFORM ARE PROVIDED “AS IS” AND ARE BASED ON CONTENT PROVIDED BY THE FINANCIAL INSTITUTION, CONTENT THAT IS NOT AND CANNOT BE VERIFIED BY PAYSCORE EXCEPT TO THE EXTENT PAYSCORE REQUIRES APPLICANT TO VERIFY THAT THE BANK ACCOUNT IS HIS OR HERS AND THAT THE INCOME-RELATED INFORMATION IS COMPLETE AND ACCURATE. PAYSCORE AND PAYSCORE’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS AND LICENSORS ARE NOT LIABLE OR RESPONSIBLE FOR ANY RESULT GENERATED THROUGH THE USE OF PAYSCORE PLATFORM. PAYSCORE PROVIDES NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. SPECIFICALLY, BUT WITHOUT LIMITATION, NONE OF PAYSCORE OR PAYSCORE’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS WARRANT THAT: (I) THE INFORMATION AVAILABLE ON PAYSCORE PLATFORM OR THROUGH THE SERVICES IS ACCURATE OR FREE OF ERRORS; (II) THE FUNCTIONS OR SERVICES PROVIDED BY PAYSCORE PLATFORM WILL BE UNINTERRUPTED, SECURE OR FREE OF ERRORS; (III) DEFECTS WILL BE CORRECTED; OR (IV) PAYSCORE PLATFORM OR THE SERVER(S) THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

WITHOUT LIMITING THE FOREGOING, NONE OF PAYSCORE OR PAYSCORE’ AFFILIATES, AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INVESTORS, SUPPLIERS OR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF PAYSCORE PLATFORM OR SERVICES, OR AS TO THE TIMELINESS, ACCURACY, RELIABILITY, COMPLETENESS OR CONTENT OF ANY SERVICES, INFORMATION OR MATERIALS PROVIDED THROUGH OR IN CONNECTION WITH THE USE OF PAYSCORE PLATFORM OR SERVICES.

None of Payscore or Payscore’ affiliates, agents, directors, officers, employees, investors, suppliers or licensors is responsible for any conduct or interactions, whether online or offline, of or between IPs and Applicant.

None of Payscore or Payscore’ affiliates, agents, directors, officers, employees, investors, suppliers or licensors guarantee that any of Applicant’s PII, including without limitation Applicant’s Information provided by Applicant, whether accurate or not, will not be misappropriated, intercepted, deleted, destroyed or used by others.

2.3 Exclusions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

3. Your Information.

3.1 Your Information. You, not Payscore, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use the Information under this Agreement. Applicant will be required to disclose certain PII in order for Applicant to submit the requisite Information to Payscore to enable Payscore to provide its Services. You agree and acknowledge that You will provide accurate, complete, and up to date Information in all instances. Applicant further agrees and acknowledges that his or her submission of PII to Payscore is voluntary and entirely at his or her own risk. Applicant agrees and acknowledges that his or her Information will be disclosed to an Authorized IP in connection with the verification Services provided by Payscore as contemplated by this Agreement. Payscore will also possess Applicant Information temporarily as needed to provide the applicable Services and will destroy such information promptly after such Services expire. Payscore may indefinitely maintain certain metadata about Applicant based on their Information, but this metadata is anonymized such that it is not identifiable with Applicant or his or her Information. Please refer to Payscore’ Privacy Policy for additional information on Payscore’ practices for handling PII.

3.2 Usage Data. Payscore may monitor Your use of Payscore Platform, use data and information related to the Information, and examine Your use of Payscore Platform in an aggregate or de-identified manner, including to compile statistical and performance information related to the provision and operation of Payscore Platform and Services. You agree that Payscore may make such aggregated or de-identified data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing, provided that such data and information does not identify You without your explicit consent. Payscore retains all rights in such aggregated or de-identified data and information.

3.3 Sharing between You and IPs. Any of Applicant’s Information or other information Applicant shares with any IP is at Applicant’s sole risk. Payscore does not control how any IP utilizes information they receive from Applicant or from Payscore.

3.4 No Consumer Reports. We do not provide, sell, or offer any consumer reports or investigative consumer reports as defined by the Fair Credit Reporting Act(FCRA). Our Services and the Information are intended solely for general informational purposes and are not intended to be used for any FCRA-regulated purposes. If You require information for FCRA purposes, we recommend that You seek the assistance of a licensed consumer reporting agency. We do not endorse, warrant, or guarantee the products or services provided by any third-party consumer reporting agency or IP, and we shall not be liable for any damages arising out of or in connection with Your use of any such products or services. Each IP is responsible for how it uses the Information on or from the Payscore Platform, including with respect to the FCRA, and Your sole recourse for how any IP uses Your Information is with that IP. We disclaim, and You agree to hold us harmless from, any and all liability to You under the FCRA.

‍4. Limitation of Liability.

4.1 No Consequential Damages. PAYSCORE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOST DATA, BUSINESS INTERRUPTION, LOST PROFITS, LOST REVENUE OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, ANY SUCH DAMAGES ARISING OUT OF THE LICENSING, PROVISION OR USE OF PAYSCORE PLATFORM, SERVICES, OR RESULTS THEREOF.

4.2 Limits on Liability. PAYSCORE AND ITS LICENSORS SHALL NOT BE LIABLE FOR CUMULATIVE, AGGREGATE DAMAGES GREATER THAN ONE U.S. DOLLAR ($1). YOU RELEASE PAYSCORE AND ITS LICENSORS FROM ALL OBLIGATIONS, LIABILITY, CLAIMS, OR DEMANDS RELATING TO PAYSCORE PLATFORM OR THIS AGREEMENT IN EXCESS OF THE LIMITATION PROVIDED FOR IN THIS SECTION 4.2.

4.3 Essential Purpose. You acknowledge that the terms in this Section 4 are an essential basis of the bargain described in this Agreement and that, were Payscore to assume any further liability, there would be substantial fees payable hereunder. THE LIMITATIONS IN THIS SECTION 4 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SHALL APPLY EVEN IF AN EXCLUSIVE OR LIMITED REMEDY STATED HEREIN FAILS OF ITS ESSENTIAL PURPOSE.

5. Termination.

5.1 Termination at Will. Either You or Payscore may terminate Your use of Payscore Platform at any time by ceasing to provide or use Payscore Platform, as applicable.

Once Applicant submits his or her Information, however, Payscore may provide the related verification Services, including Applicant’s Information, Bank Records, and/or summaries to the Authorized IP without regard to any termination by Applicant.

5.2 Effects of Termination. Upon termination of this Agreement, Your use of and access to Payscore Platform shall cease.

6. Agreement to Arbitrate.

6.1 Arbitration. You agree that all disputes between You and Payscore (whether or not such dispute involves a third party) arising out of or relating to these Terms of Service, the Website, Information and/or Payscore Platform shall be finally resolved by arbitration before a single arbitrator conducted in the English language via teleconference or, if requested by You, in Seattle, Washington, U.S.A., in each case under the Commercial Arbitration Rules of the American Arbitration Association (“AAA”) and You and Payscore hereby expressly waive trial by jury. You and Payscore shall appoint as sole arbitrator a person mutually agreed by You and Payscore or, if You and Payscore cannot agree within thirty (30) days of either party’s request for arbitration, such single arbitrator shall be selected by the AAA upon the request of either party. Each party shall equally bear the costs of the arbitration, except that Payscore will bear the reasonable cost of the arbitrator and the AAA; in any event, each party will bear the cost of their own counsel. All decisions of the arbitrator shall be final and binding on both parties and enforceable in any court of competent jurisdiction. Notwithstanding this, application may be made to any court for a judicial acceptance of the award or order of enforcement. Notwithstanding the foregoing, either You or Payscore shall be entitled to seek injunctive relief, security or other equitable remedies from any court of competent jurisdiction. Under no circumstances shall the arbitrator be authorized to award damages, remedies or awards that conflict with this Agreement (including without limitation Section 4 above) or to award punitive damages, including but not limited to pursuant to federal or state statutes permitting multiple or punitive awards.

6.2 Waiver of Class Actions. Any claims brought by You or Payscore must be brought in the party’s individual or business capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither You nor Payscore will participate in a class action or class-wide arbitration for any claims covered by this Agreement. You hereby waive any and all rights to bring any claims related to this Agreement and Privacy Policy as a plaintiff or class member in any purported class or representative proceeding. You may bring claims only on Your own behalf or on behalf of your business.

6.3 Opt Out. You may opt out of this agreement to arbitrate in this Section 6. If You do so, neither You nor Payscore can require the other to participate in an arbitration proceeding. To opt out, You must notify Payscore in writing within thirty (30) days of the date that You first became subject to this arbitration provision. The opt out notice must state that You do not agree to the Agreement to Arbitrate and must include Your name, address, phone number, Your login credentials to which the opt out applies and a clear statement that You want to opt out of this agreement to arbitrate. You must sign the opt-out notice for it to be effective. This procedure is the only way You can opt out of the Agreement to Arbitrate. You must use this address to opt out: Payscore, ATTN: Arbitration Opt-out, 140 Lakeside Ave, Suite A301, Seattle, WA 98122.

6.4 Survival. This Arbitration section will survive the termination of Your relationship with Payscore.

7. Miscellaneous.

7.1 Notices. Whenever, under the terms of or in connection with this Agreement, any notice, consent, approval, authorization or other information is proper or required to be given by either party, such notice, consent, approval, authorization or other information shall be in writing and shall be given or made by reputable overnight courier with documentation of receipt to the intended recipient thereof or by registered or certified mail, return receipt requested, and with all postage prepaid, to the following addresses: (i) if to Payscore 140 Lakeside Ave, Suite A301 Seattle, WA 98122, (ii) if to You, to the address set forth in Your Information or most recent IRS Records, or (iii) to such other address for either party as may be supplied by notice given in accordance herewith.

7.2 Amendment; Waiver. This Agreement may be amended or supplemented only by a writing that is signed by duly authorized representatives of both parties or through a click through agreement accepted by You. No term or provision hereof shall be considered waived by either party, and no breach excused by either party, unless such waiver or consent is in writing signed on behalf of the party against whom the waiver is asserted. No consent by either party to, or waiver of, a breach by either party, whether express or implied, shall constitute consent to, waiver of, or excuse of any other, different, or subsequent breach by either party.

7.3 Severability. If any provision of this Agreement is held invalid or unenforceable for any reason, the remainder of the provision shall be amended to achieve as closely as possible the economic effect of the original term and all other provisions shall continue in full force and effect.

7.4 Governing Law. This Agreement and the rights and obligations of the parties to and under this agreement shall be governed by and construed under the laws of the State of Washington as applied to agreements entered into and to be performed in such State without giving effect to conflicts of laws rules or principles which would apply the laws of any other state or country. Subject in all respects to Section 6 hereof, for any disputes arising out of this Agreement, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in the State of Washington.

7.5 Attorneys’ Fees. In any action to enforce this Agreement, the prevailing party shall be awarded all court costs and reasonable attorneys’ fees incurred, including such costs and attorneys’ fees incurred in enforcing and collecting any judgment.

7.6 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement due to fire, explosion, earthquake, storm, flood or other weather; unavailability of necessary utilities or raw materials; Internet service provider failures or delays, or denial of service attacks; war, civil unrest, acts of terror, insurrection, riot, acts of God or the public enemy; pandemic, strikes or other labor problems; any law, act, order, proclamation, decree, regulation, ordinance, or instructions of government or other public authorities, or judgment or decree of a court of competent jurisdiction (not arising out of breach by such party of this Agreement); or any other event beyond the reasonable control of the party whose performance is to be excused.

7.7 Assignment. You may not assign its rights or obligations under this Agreement, whether voluntarily or by operation of law or otherwise, without Payscore’ prior written consent. Payscore may assign its rights or obligations under this Agreement without Your prior written consent. Any purported assignment or transfer in violation of this section shall be void. Subject to the foregoing restrictions, this Agreement will bind and benefit the parties and their successors and permitted assigns.

7.8 Relationship of the Parties. Payscore is an independent contractor to Applicant and to IP. There is no relationship of agency, partnership, joint venture, employment, or franchise between the parties. The parties do not have the authority to bind the others or to incur any obligation on their behalf.

7.9 Construction of Agreement. Each party acknowledges that it has had the opportunity to have legal counsel review this Agreement and to negotiate its terms and conditions. Should any questions of construction or interpretation of this Agreement arise, then the parties agree that no presumption shall be applied against the party drafting this Agreement or any portion thereof and that the language of this Agreement shall, in all cases, be construed as a whole according to its fair meaning and not strictly for or against either party.

7.10 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous understandings, representations, discussions, negotiations, and agreements, whether written or oral.