TERMS AND CONDITIONS

1. The Interpretation of Expressions “Authorized Signatory” means an individual authorized to legally bind your company. “Main Premises” means the Premises in which the Office Space is located, as set forth in the Membership Details form. "Member” means each person you authorize on your Member List as being allowed to use your Office Space and receive the Services (defined below) or other benefits of your Membership. “Member Company” means a company, entity, or individual that enters into a Membership Agreement with OVDIM “Office Space” means the office number and/or workspace location(s) specified in the Membership Details form. “Premises” means a building or a portion of a building in which OVDIM offers or plans to offer offices, workstations, other workspaces, and/or other services to Member Companies. “Primary Member” means the primary in-Premises Member contact for OVDIM “Start Date” means the start date set forth on the Membership Details form. OVDIM….,” “we” or “us” means the OVDIM entity you are contracting with, which may be amended by OVDIM. from time to time. “You” means the company or other entity listed on the Membership Details form. 2. THE BENEFITS OF MEMBERSHIP (a) Services. Subject to the terms and conditions of this agreement, including any attachments, exhibits, and addenda (including any additional or supplemental Membership Details forms) (collectively, the “Agreement”) and any other policies we make available to you from time to time, during the Term (defined below), OVDIM will use commercially reasonable efforts to provide you (and your Members, as applicable) the services described below. These services are referred to in this Agreement as the “Services.” Non-exclusive access to the Office Space. Regular maintenance of the Office Space, consistent with the maintenance provided to similar workspaces in the Premises, provided that we will not be responsible for damage exceeding normal wear and tear. Furnishings for the Office Space of the quality and in the quantity as laid out according to our discretion. Access to and use of the OVDIM SLACK Network. Access to and use of the shared Internet connection. Use of the printers, copiers and/or scanners made publicly available in the Premises against payment of printing fees. Use of the conference room against payment of hourly fees, subject to availability. Heat and air-conditioning in the Office Space during Regular Business Hours on Regular Business Days. Other services detailed in OVDIM's website against payment of fees for the services you actually used. A personal locked Mailbox at the entrance of the premises, accessible during Regular Business Hours on Regular Business Days; provided that we are not liable for any mail or packages received in the mailbox or should you use the mailbox for fraudulent or unlawful purposes. We will not sign mail acceptance on your behalf. Opportunity to participate in members-only events, benefits and promotions. (b) Business Hours/Days. “Regular Business Hours” are generally from 08:00 to 19:00 on Regular Business Days, with the exception of days prior to local bank/government holidays, when Regular Business Hours end at approximately 14:00. “Regular Business Days” are all weekdays, except local bank/government holidays and up to three other days of which we will inform you. (c) Our Reserved Rights. We are entitled to access your Office Space, with or without notice, in connection with our provision of the Services, for safety or emergency purposes or for any other purposes. We may temporarily move furniture contained in your Office Space. We reserve the right to alter your Office Space, provided that we will not do so in a manner that substantially decreases the square footage of your assigned Office Space or related amenities. We may also modify or reduce the list of Services or furnishings provided for your Office Space at any time. The Services may be provided by us, an affiliate or a third party. (d) Office Space Not Timely Available. If we are unable to make the Office Space available by the Start Date for any reason, including due to (i) changes in construction plans, delays in obtaining permits, or any other obstacles in procuring space in any Premises, or (ii) delays caused by you or by changes requested by you, we will not be subject to any liability related to such inability, nor will such failure affect the validity of this Agreement. In this event, except as set forth in this Agreement, you will not be obligated to make payments of the Membership Fee until the Office Space is made available to you. 3. YOUR MEMBERS (a) Updating the Member List. Only those individuals set forth on the Member List will be deemed to be “Members” and entitled to the benefits described in this Agreement. Your Members will be able to begin using, accessing, and/or receiving the Services on the later of (i) the Start Date or (ii) the date we confirm the addition of such individual to the Member List. You are responsible for maintaining the accuracy of the Member List, the first version of which is attached to this Agreement. To make changes to your Member List, you must have your Primary Member send an email, from the Primary Member’s email account on file with OVDIM. to the email address specified at the bottom of the Membership Details form. The email requesting the change must include the name(s) and email address(es) of the departing and new Member(s) and the effective date of the change. The changes will not take effect until we confirm that we have received the email and have accepted and applied the change, in our sole discretion. A Member will no longer be allowed access to the Services upon the earlier of: (1) the termination or expiration of this Agreement; (2) your removal of such Member from the Member List or (3) our notification to you that such Member will be removed from the Member List, for example if such Member violated this Agreement. If the number of Members or other individuals regularly using your Office Space exceeds the number allocated on the Membership Details form, you will be required to pay the then current additional fee as set forth on OVDIM's website. In no event will the number of Members exceed 1.5 times the number of chairs in the Office Space, regardless of additional fees paid. We reserve the right to further limit the number of Members allowed at any point. Upon the addition of a Member to the Member List, OVDIM will create a profile for such Member on the OVDIM.SLACK Network. Such profile will be viewable by us, our employees and agents, and other Members. Such profile may include a photograph of the Member, in addition to other information about the Member. You are responsible for informing each of your Members about the creation of such profile and obtaining their consent to the collection, use and disclosure of their personal information for such purposes. By sending us a request to add an individual to your Member List, you are representing and warranting that you have obtained all necessary consent from such individual for the creation of such profile. (b) Changes to or Removal of Primary Member or Authorized Signatory. An Authorized Signatory generally has the sole authority to make changes to or terminate this Agreement. A Primary Member will generally serve as OVDIM's primary contact regarding matters that involve your Members, the physical Office Space or the Premises. We will be entitled to rely on communications to or from the Authorized Signatory or Primary Member as notice to or from the applicable Member Company. However, an Executive Officer of the applicable Member Company (“Executive Officer”) will have the authority to override the request of an Authorized Signatory or Primary Member, as applicable, provided that we receive such a request within 24 hours following such Authorized Signatory’s or Primary Member’s request. We will be entitled to request reasonable information to confirm that an individual claiming to be an Executive Officer truly is one and to exercise our discretion in determining whether a particular position constitutes an “Executive Officer.” An Executive Officer will also have the authority to remove or replace the individual serving as the Authorized Signatory and/or Primary Member. Unless we receive instructions from the Authorized Signatory or Executive Officer, if the individual designated as the Primary Member ceases to provide services to the Member Company or ceases using the Office Space regularly, we will use our reasonable judgment in designating a replacement Primary Member. 4. MEMBERSHIP FEES; PAYMENTS (a) Payments Due Upon Signing. Upon submitting a signed and completed Agreement, you will be obligated to deliver to us, the deposit set above (“The deposit”). The deposit will be held as a retainer for performance of all your obligations under this Agreement and is not intended to be a reserve from which fees may be paid. In the event you owe us other fees, you may not rely on deducting them from the the deposit, but must pay them separately. Subject to the complete satisfaction of your obligations under this Agreement, we will return The deposit, or any balance after deducting outstanding fees and other costs due to us, to you within thirty (30) days (or earlier if required by applicable law) after the later of (1) the termination or expiration of this Agreement (2) the date on which you provide to us all account information necessary for us to make such payment and (3) your complete performance of all your obligations under this Agreement, including any obligations applicable following termination or expiration of this Agreement. (b) Membership Fee. During the Term (defined below) of this Agreement, we will process payment for your Membership Fee and other then-outstanding fees, in advance, monthly and no later than the fifth (5th) business day of each month. You shall be responsible for having the necessary funds available in your payment account as of the first (1st) day of the month. The Membership Fee set forth on the Membership Details form covers the Services for only the number of Members indicated in the Membership Details form. Additional Members will result in additional fees as set forth on OVDIM's website. The Membership Fee is subject to increases during the term of this agreement. We will notify you at least one (1) calendar month prior to these increases. (c) Invoices; Financial Information. OVDIM will send or otherwise provide invoices and other billing-related documents, information and notices to the Primary Member, unless a different Billing Contact is indicated on the Membership Details form. Change of the Billing Contact will require notice from the Authorized Signatory in accordance with this Agreement. (d) Additional Service Fees. Each month, you will pay for the additional services you consumed in the month before. The additional services and the fees for each one will be set on Ovdim's website. All additional service fees are subject to increase from time to time and will be updated in the website. (e) Late Fees. If payment for the Membership Fee or any other accrued and outstanding fee is not made by the tenth (10th) of the month in which such payment is due, you will be responsible for paying the late charge of 150NIS per late payment. (f) Form of Payment. We accept payment of all amounts specified in this Agreement solely by credit or debit card. You are required to inform us promptly of any changes to your credit or debit card information and must ensure that you replace such credit or debit card and update the relevant information prior to its expiration date. Only a single credit or debit card may be used at any given time to make payments under this Agreement. (g) Outstanding Fees. When we receive funds from you, we will first apply funds to any balances which are in arrears and to the earliest month due first. Once past balances are satisfied, any remaining portion of the funds will be applied to current fees due. If any payments remain outstanding after we provide notice to you, we may, in our sole discretion, withhold Services or terminate this Agreement in accordance with Section 5(c). (h) No Refunds. Except as provided in Sections 5(b) and 5(e) of this Agreement, there are no refunds of any fees or other amounts paid by you or your Members in connection with the Services. 5. TERM & TERMINATION (a) Term. This Agreement will be effective when signed by both parties (“Effective Date”); provided that we have no obligations to provide you with the Services until the later of (i) the date on which payment of the deposit and first month’s Membership Fee has cleared or (ii) the Start Date which has to be on a Regular Business Day. You will be entitled to move into the Office Space after 11:00 on the Start Date. Unless otherwise set forth on the Membership Details form, this Agreement shall continue on a month-to-month basis. This means that your membership renews automatically every month on the 1st of the month. (b) Cancellation Prior to Start Date by You. You may cancel this Agreement prior to the Start Date upon delivery of notice to us more than one (1) full calendar month prior to your Start Date. (c) Termination After the Start Date by You; You are hereby obliged to notify us of the termination of your membership, at least 30 days before terminations comes into effect. If you do not notify us on your wish to terminate your membership, your membership will continue and you will be obliged to pay all fees expenses and other payments according to the terms of this agreement. Please note that you will be responsible for all fees, expenses and other payments until actual date of termination. You must vacate the Office Space no later than 16:00 on the day the termination comes into effect. (d) Termination or Suspension After the Start Date by Us. We may withhold Services or immediately terminate this Agreement: (i) upon breach of this Agreement by you or any Member; (ii) upon termination, expiration or material loss of our rights in the Premises; (iii) if any outstanding fees are still due after we provide notice to you; (iv) if you or any of your Members fail to comply with the terms and conditions of this Agreement or any other policies or instructions provided by us; or (v) at any other time, when we, in our sole discretion, see fit to do so. (vi) If we change our business plan for all members. The termination of this agreement will come into effect immediately if not decided by us differently. In any case the termination will come into effect after 30 days from the date on our notice of termination. You will remain liable for past due amounts, and we will exercise our rights to collect due payment, despite termination or expiration of this Agreement. (e) The deposit. After termination or expiration of this Agreement, we will return any balance of the deposit to you in accordance with Section 4(a) of this Agreement. (f) Removal of Property Upon Termination. Prior to the termination or expiration of this Agreement, you will remove all of the property belonging to you, your members and or your guests from the Office Space and Premises. After providing you with reasonable notice, we will be entitled to dispose of any property remaining in or on the Office Space or Premises after the termination or expiration of this Agreement and will not have any obligation to store such property, and you waive any claims or demands regarding such property or our handling of such property. You will be responsible for paying any fees reasonably incurred by us regarding such removal. Following the termination or expiration of this Agreement, we will not forward or hold mail or other packages delivered to us. 6. HOUSE RULES In addition to any rules, policies and/or procedures that are specific to your Main Premises: (a) You acknowledge and agree that: keys, key cards and other such items used to gain physical access to the Premises or the Office Space remain our property. You will cause your Members to safeguard our property and you will be liable for replacement fees should any such property be lost, stolen or destroyed; you shall promptly notify us of any change to your contact and payment information; we will provide notice to you of any changes to services, fees, or other updates by emailing the email addresses provided by you. It is your responsibility to read such emails and to ensure your Members are aware of any changes, even if we notify such Members directly; carts, dollies and other freight items which may be made available may not be used in the passenger elevator except at our discretion; for security reasons, we may, but have no obligation to, regularly record certain areas in the Premises via video; we may disclose information about you or your Members as necessary to satisfy any applicable law, rule, regulation, legal process or government request or as we otherwise deem reasonably necessary for the protection of us, other Member Companies or other members; you and your Members will abide by other rules and regulations as determined by us and communicated to you, including by email. We may add, delete or amend the rules and regulations at our reasonable discretion and with notice to you, provided that neither the enforcement of such rules nor the additions, deletions or amendments of such rules shall be discriminatory—that is, such rules or additions will similarly apply to all other Members and Member Companies with Office Space in the Premises receiving similar services; you shall be solely and fully responsible for ensuring that no alcohol is consumed by any of your Members who is younger than the legal age for consuming alcohol in the applicable jurisdiction; your Office Space has a limited capacity. If the number of Members or other individuals regularly using your Office Space exceeds the number allocated on your Membership Details form, you will be required to pay the then current additional fee as set forth on OVDIM's website. In no event will the number of Members exceed 1.5 times the number of chairs in the Office Space, regardless of additional fees paid. We reserve the right to further limit the number of Members allowed at any point; common spaces are to be enjoyed by all our Member Companies, Members and guests unless otherwise instructed by us, and are for temporary use and not as a place for continuous, everyday work; you will provide us with reasonable notice of and complete all required paperwork prior to hosting any event at the Premises; you may not make any alterations and/or installations of additional design elements and furniture in the Office Space without prior consultation and approval by us. In the event that any alterations and/or installations are made, you shall also be responsible for the full cost and expense of the removal of any such items and any restoration necessitated by any such alterations. To the extent that we incur any costs in connection with such alteration, installation or removal which are not otherwise paid by you we shall deduct such costs from the deposit. Prior to any such alteration, installation or removal you shall coordinate with the us to discuss the appropriate time, manner and means for our facilities team to perform such alteration, installation or removal, at no time shall you or any of your Members perform any alteration, installation or removal yourself; you have no expectation of privacy or security with respect to OVDIM Internet connection, networks, telecommunications systems or information processing systems (including any stored computer files, email messages and voice messages), and your activity and any files or messages on or using any of those systems may be monitored at any time without notice, including for security reasons and to ensure compliance with OVDIM policies, regardless of whether such activity occurs on equipment owned by you or OVDIM; you and your Members’ computers, tablets, mobile devices and other electronic equipment must be (i) kept up-to-date with the latest software updates provided by the software vendor and (ii) kept clean of any malware, viruses, spyware, worms, Trojans, or anything that is designed to perform malicious, hostile and/or intrusive operations. We reserve the right to remove any device from our networks that poses a threat to our networks or users until the threat is remediated; you grant us permission to use your name, trademark and/or logo to identify you as a Member of OVDIM alongside those of other Members, on a public-facing “Membership” display on OVDIM's website. You acknowledge that we may, from time to time, use your name, trademark and/or logo incidentally and/or in passing in connection with promotion of our and our partners’ businesses, products and services during and after the Term. To the extent (i) any such use is objectionable to you, (ii) you notify us of your objections in writing and (iii) provided that we work promptly and in good faith to remove or minimize to the extent reasonably possible under the circumstances the effect of the objected-to conduct, you hereby waive any claims or damages against us relating to such use. (b) No Member will: perform any activity that is reasonably likely to be disruptive or dangerous to us or any other Member Companies, or our or their employees, guests or property, including without limitation the Office Space or the Premises; use the Services to conduct or pursue any illegal activities; use the Services to conduct any activity that is generally regarded as offensive; attach or affix any items to the walls or make any other alterations to the Office Space, or install antennas or telecommunication lines or devices in the Office Space or the Premises or bring any additional furniture into the Office Space or the Premises, in each case without our prior written consent; misrepresent himself or herself to the OVDIM community, either in person or on the OVDIM SLACK Network; take, copy or use any information or intellectual property belonging to other Member Companies or their Members or guests, including without limitation personal names, likenesses, voices, business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property, or modified or altered versions of the same, and this provision will survive termination of this Agreement; take, copy or use for any purpose the name “OVDIM” or any of our other business names, trademarks, service marks, logos, trade dress, other identifiers or other intellectual property or modified or altered versions of the same, or take, copy or use for any purpose any pictures or illustrations of any portion of the Premises, without our prior consent, and this provision will survive termination of this Agreement; use the Office Space in a “retail,” “medical,” or other nature involving frequent visits by members of the public; make any copies of any keys, keycards or other means of entry to the Office Space or the Premises or lend, share or transfer any keys or keycards to any third party, unless authorized by us in advance; install any locks to access the Office Space or anywhere within the Premises, unless authorized by us in advance; or allow any guest(s) to enter the building against the building's policy of right of search and registration. You are responsible for ensuring your Members comply with all House Rules. 7. ADDITIONAL AGREEMENTS (a) Waiver of Claims. To the extent permitted by law, you, on your own behalf and on behalf of your Members, employees, agents, guests and invitees, waive any and all claims and rights against us and our landlords at the Premises and our and their affiliates, parents, and successors and each of our and their employees, assignees, officers, agents and directors (collectively, the “OVDIM”) resulting from injury or damage to, or destruction, theft, or loss of, any property, person or pet. (b) Limitation of Liability. The aggregate monetary liability of any of the OVDIM. Parties to you or your Members, employees, agents, guests or invitees for any reason and for all causes of action, will not exceed the total Membership Fees paid by you to us under this Agreement in the twelve (12) months prior to the claim arising. None of the Parties will be liable under any cause of action, for any indirect, special, incidental, consequential, reliance or punitive damages, including loss of profits or business interruption. You acknowledge and agree that you may not commence any action or proceeding against any of the OVDIM Parties, whether, in contract, tort, or otherwise, unless the action, suit, or proceeding is commenced within one (1) year of the cause of action’s accrual. (c) Indemnification. You will indemnify the OVDIM Parties from and against any and all claims, liabilities, and expenses including reasonable attorneys’ fees, resulting from any breach of this Agreement by you or your Members or your or their guests, invitees, or pets or any of your or their actions or omissions. You are responsible for the actions of and all damages caused by all persons and pets that you, your Members or your or their guests invite to enter any of the Premises. You shall not make any settlement that requires a materially adverse act or admission by us or imposes any obligation upon any of the OVDIM Parties without our written consent. None of the OVDIM. Parties shall be liable for any settlement made without its prior written consent. (d) Insurance. Since this agreement limits your claims against us, we encourage you to maintain personal property insurance and commercial general liability insurance covering you and the Members for property loss and damage, injury to the Members and the Members’ guests and prevention of or denial of use of or access to, all or part of the Premises, in form and amount appropriate to your business. (e) Pets. We reserve the right to restrict any Member’s right to bring a pet into the Premises in our sole discretion. (f) Other Members. We do not control and are not responsible for the actions of other Member Companies, Members, or any other third parties. If a dispute arises between Member Companies, Members or their invitees or guests, we shall have no responsibility or obligation to participate, mediate or indemnify any party. (g) Privacy. We may collect personal information about you and the Members in a variety of ways, including information that may be provided by you upon execution of this Agreement or during your or the Members’ membership (for example, through your use of our mobile application), and information that may be gathered from our security cameras located on the premises. Note that you are not obligated to provide us with personal information and any information collected by us will be provided by you at your own will and with your explicit consent granted herein by execution of this Agreement. We may collect, use, store and transfer the information in accordance with applicable laws, for various purposes including facilitating the Services, performing accounting and administrative tasks, internal review and audit, compliance with obligations under applicable laws and regulations, and to enforce or manage legal claims. For the purposes stated above, we may transfer the personal information collected by us and make it available to our personnel, advisors, professionals, subcontractors, independent consultants, external third-party services providers and our affiliates. Some of the transferees may not be located in the State of Israel. You as the Primary Member hereby undertake to inform any new or existing Members of the provisions of this clause and obtain their consent for this clause. 8. LEGAL PROCEEDINGS AND CLASS ACTION WAIVER (a) Governing Law. This Agreement and the transactions contemplated hereby shall be governed by and construed under the law of the State of Israel and the place of legal proceedings to be in any authorized court in Tel Aviv. (b) Class/Group Action Waiver. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor we will seek to have any dispute heard as a class or group action or in any other proceeding in which either party acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of all parties to all affected proceedings. You and we also agree not to participate in claims brought in a private attorney general or representative capacity, or any consolidated claims involving another person’s account, if we are a party to the proceeding. YOU ARE GIVING UP YOUR RIGHT TO PARTICIPATE AS A CLASS OR GROUP REPRESENTATIVE OR CLASS OR GROUP MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST US INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. 9. MISCELLANEOUS (a) Nature of the Agreement; Relationship of the Parties. Your agreement with us is the commercial equivalent of an agreement for accommodation in a hotel. The whole of the Office Space remains our property and, in our possession, and control. We are giving you the right to share with us the use of the Office Space so that we can provide the Services to you. Notwithstanding anything in this Agreement to the contrary, you and we agree that our relationship is not that of landlord- tenant or lessor-lessee and this Agreement in no way shall be construed as to grant you or any Member any title, easement, lien, possession or related rights in our business, the Premises, the Office Space or anything contained in or on the Premises or Office Space. This Agreement creates no security of tenure, tenancy interest, leasehold estate, or other real property interest. The parties hereto shall each be independent contractors in the performance of their obligations under this Agreement, and this Agreement shall not be deemed to create a fiduciary or agency relationship, or partnership or joint venture, for any purpose. Neither party will in any way misrepresent our relationship. (b) Updates to the Agreement. Changes to membership and overage fees, will be governed by Section 4(b) and 4(d) of this Agreement, respectively, and changes to the House Rules will be governed by Section 6(a) of this Agreement. With respect to other sections of this Agreement, we may from time to time update this Agreement and will provide notice to you of these updates. You will be deemed to have accepted the new terms of the Agreement following the completion of one (1) full calendar month after the date of notice of the update(s). Continued use of the Office Space or Services beyond this time will constitute acceptance of the new terms. (c) Waiver. Neither party shall be deemed by any act or omission to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by the waiving party. (d) Subordination. This Agreement is subject and subordinate to our lease with our landlord of the Premises and to any supplemental documentation and to any other agreements to which our lease with such landlord is subject to or subordinate. However, the foregoing does not imply any sublease or other similar relationship involving an interest in real property. (e) Extraordinary Events. OVDIM will not be liable for, and will not be considered in default or breach of this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond OVDIM reasonable control, including without limitation (i) any delays or changes in construction of, or OVDIM ability to procure any space in, any Premises, and (ii) any delays or failure to perform caused by conditions under the control of our landlord at the applicable Premises. (f) Severable Provisions. Each provision of this Agreement shall be considered separable. To the extent that any provision of this Agreement is prohibited, this Agreement shall be considered amended to the smallest degree possible in order to make the Agreement effective under applicable law. (g) Survival. Sections 1, 2(c), 4 (to the extent any payments remain outstanding), 5(c), 5(e), 5(f), 6(b), 7(a) through 7(e), 7(g), 8, and 9 and all other provisions of this Agreement reasonably expected to survive the termination or expiration of this Agreement will do so. (h) Notices. Any and all notices under this Agreement will be given via email, and will be effective on the first business day after being sent. All notices will be sent via email to the email addresses specified on the Membership Details form, except as otherwise provided in this Agreement. OVDIM. may send notices to either (or both) the Primary Member or the Authorized Signatory, as OVDIM determines in its reasonable discretion. Notices related to this Agreement or the business relationship between you and OVDIM should be sent by your Authorized Signatory. (i) Headings; Interpretation. The headings in this Agreement are for convenience only and are not to be used to interpret or construe any provision of this Agreement. Any use of “including,” “for example” or “such as” in this Agreement shall be read as being followed by “without limitation” where appropriate. (j) No Assignment. Except in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of the shares or assets of you or your parent corporation, you may not transfer or otherwise assign any of your rights or obligations under this Agreement (including by operation of law) without our prior consent. We may assign this Agreement without your consent. (l) Entire Agreement. This Agreement, including the Membership Details form, constitutes the entire agreement between the parties relating to the subject matter hereof and shall not be changed in any manner except by a writing executed by both parties or as otherwise permitted herein. All prior agreements and understandings between the parties regarding the matters described herein have merged into this Agreement.