Terms of Use
Roslyn Foo Pty. Ltd. (“Roslyn Foo” “we,” “us,” or “our”) welcomes you. We invite you to access and use our websites roslynfoo.com, showup.roslynfoo.com, glamorazzi.com.au and diningforcharity.com.au (the “Websites”).
We provide visitors to our Websites (“Visitors”) access to the Websites subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By browsing the public areas or by accessing and using the Websites, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this “Agreement”). If you do not agree to any of these terms, then please do not use the Websites.
Any user who registers with us (each, a “Registered User”) and wishes to purchase a product or service through one of our Websites, is agreeing to the terms of this Agreement and the accompanying Terms and Conditions of Purchase with respect to such product or service. In the event of any conflict between the terms of this Agreement and the Terms and Conditions of Purchase, the Terms and Conditions of Purchase shall control.
1. Description and Use of Our Websites
We provide Visitors and Registered Users with access to the Services described below.
We provide Visitors and Registered Users with access to the Services described below.
Visitors. Visitors, as the term implies, are people who do not register with us, but want to explore the Websites. No login is required for Visitors. Visitors can: (i) view all publicly-available content on the Websites; and (ii) email us.
Registered Users. Registered Users can do all the things that Visitors can do, and: (i) purchase products and services through one of our Websites; (ii) access exclusive content available only to Registered Users; (iii) create, access, manage, and update their own personal accounts on the Websites; (iv) post comments and other content on the Websites (collectively, “Registered User Content”); (v) sign up for our various programs; (vi) sign up for alerts and other notifications; and (vii) become part of the Roslyn Foo (Glamorazzi and Show Up) community.
Roslyn Foo Pty Ltd is under no obligation to accept any individual as a Registered User and may accept or reject any registration at its sole and complete discretion. In addition, Roslyn Foo Pty Ltd may deactivate any account at any time, including, without limitation, if it determines that a Registered User has violated these Terms of Use.
2. Community Guidelines
Roslyn Foo’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Websites, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
Roslyn Foo’s community, like any community, functions best when its users follow a few simple rules. By accessing and/or using the Websites, you agree to comply with these community guidelines (the “Community Guidelines”) and that:
- You will comply with all applicable laws in your use of the Websites and will not use the Websites for any unlawful purpose;
- You will not upload, post, email, transmit or otherwise make available any content that:
- infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- is defamatory, libellous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity; or
- discloses any sensitive information about another person, including that person’s email address, postal address, phone number, credit card information, or any similar information.
- You will not “stalk,” threaten, or otherwise harass another person;
- You will not spam or use the Websites to engage in any commercial activities;
- If you post any Registered User Content, you will stay on topic;
- You will not access or use the Websites to collect any market research for a competing business;
- You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
- You will not interfere with or attempt to interrupt the proper operation of the Websites through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Websites through hacking, password or data mining, or any other means;
- You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features (e.g., report abuse button) on the Websites;
- You will not use any robot, spider, scraper, or other automated means to access the Websites for any purpose without our express written permission; provided, however, we grant the operators of public search engines permission to use spiders to copy materials from the public portions of the Websites for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials;
- You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure; and
- You will let us know about inappropriate content of which you become aware. If you find something that violates our Community Guidelines, please let us know, and we’ll review it.
3. Restrictions
The Websites are only available for individuals aged 16 years or older. If you are 16 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
The Websites are only available for individuals aged 16 years or older. If you are 16 or older, but under the age of majority in your jurisdiction, you should review this Agreement with your parent or guardian to make sure that you and your parent or guardian understand it.
4. Sign-In Name; Password; Unique Identifiers
During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below)) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Websites using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
During the registration process for Registered Users, we will ask you to create an account, which includes a sign-in name (“Sign-In Name”), a password (“Password”), and perhaps certain additional information that will assist in authenticating your identity when you log-in in the future (“Unique Identifiers”). When creating your account, you must provide true, accurate, current, and complete information. Each Sign-In Name and corresponding Password can be used by only one Registered User, and sharing your access credentials with others (especially if they are using your credentials to access our proprietary Content (as defined below)) is a material breach of this Agreement. You are solely responsible for the confidentiality and use of your Sign-In Name, Password, and Unique Identifiers, as well as for any use, misuse, or communications entered through the Websites using one or more of them. You will promptly inform us of any need to deactivate a Password or Sign-In Name or change any Unique Identifier. We reserve the right to delete or change your Password, Sign-In Name, or Unique Identifier at any time and for any reason and shall have no liability to you for any loss or damage caused by such action.
5. Fees and Payment
As consideration for any purchase you make on the Websites, you shall pay Roslyn Foo Pty Ltd all applicable fees and taxes. We (or our third-party payment processor) shall authorise your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. If the mailing address you provided us is in Australia, all payments will be charged and made in Australian dollars. If the mailing address you provided us is outside Australia or any of its possessions or territories, all payments will be charged and made in your local currency.
As consideration for any purchase you make on the Websites, you shall pay Roslyn Foo Pty Ltd all applicable fees and taxes. We (or our third-party payment processor) shall authorise your credit card, bank account, or other approved payment facility you provided during the registration process for the full payment of the fees and any applicable taxes, and you hereby consent to the same. If the mailing address you provided us is in Australia, all payments will be charged and made in Australian dollars. If the mailing address you provided us is outside Australia or any of its possessions or territories, all payments will be charged and made in your local currency.
You must provide current, complete, and accurate billing and credit card information. You must promptly update all billing information (such as billing address, card number, and expiration date) to keep your account current, complete, and accurate, and you must promptly contact us if your credit card is lost or stolen, or if you become aware of a potential breach of account security (such as an unauthorised disclosure or use of your Sign-In Name or Password). You hereby authorise Roslyn Foo Pty Ltd to obtain or determine updated or replacement expiration dates for your credit card in the event that the credit card you provided us expires. We reserve the right to charge any renewal card issued to you to the same extent as the expired card. If payment is not received from your credit card issuer, you hereby agree to pay all amounts due upon demand. You agree to pay all costs of collection, including attorney’s fees and costs, on any outstanding balance. In certain instances, the issuer of your credit card may charge you a foreign transaction fee or related charges, which you will be responsible to pay. You are advised to check with your bank and credit card issuer for details.
6. Intellectual Property
The Websites contain material, such as videos, coursework, lesson plans, training modules, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Roslyn Foo Pty Ltd (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both Australian and foreign laws. Unauthorised use of the Content may violate copyright, trademark, and other laws.
The Websites contain material, such as videos, coursework, lesson plans, training modules, photographs, software, text, graphics, images, sound recordings, and other material provided by or on behalf of Roslyn Foo Pty Ltd (collectively referred to as the “Content”). The Content may be owned by us or third parties. The Content is protected under both Australian and foreign laws. Unauthorised use of the Content may violate copyright, trademark, and other laws.
Visitors may view all publicly-available Content for their own personal, non-commercial use. Registered Users who have purchased any product or service, may download it onto their own machines and view any Content contained in such purchased product or service for their own personal, non-commercial use. Other than as expressly set forth in the immediately two prior sentences, you have no other rights in or to the Content (other than your own Registered User Content that you post to the Websites), and you will not use the Content except as permitted under this Agreement. No other use is permitted without the prior written consent of Roslyn Foo Pty Ltd. Roslyn Foo Pty Ltd retains all rights, title, and interest, including all intellectual property rights, in and to the Content. You must retain all copyright and other proprietary notices contained in the original Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website, social media page, or in a networked computer environment for any purpose is expressly prohibited.
If you violate any part of this Agreement, your permission to access and/or use the Content and the Websites automatically terminates and you must immediately destroy any copies you have made of the Content.
Elements of the Websites are protected by unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
7. Registered User Content; Licenses
As noted above, the Websites provide Registered Users with the ability to post and upload Registered User Content. You expressly acknowledge and agree that once you submit your Registered User Content for inclusion on the Websites, it will be accessible by others and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT ROSLYN FOO PTY LTD, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITES.
As noted above, the Websites provide Registered Users with the ability to post and upload Registered User Content. You expressly acknowledge and agree that once you submit your Registered User Content for inclusion on the Websites, it will be accessible by others and that there is no confidentiality or privacy with respect to such Registered User Content, including, without limitation, any personally identifying information that you may make available. YOU, AND NOT ROSLYN FOO PTY LTD, ARE ENTIRELY RESPONSIBLE FOR ALL YOUR REGISTERED USER CONTENT THAT YOU UPLOAD, POST, EMAIL, OR OTHERWISE TRANSMIT VIA THE WEBSITES.
You retain all copyrights and other intellectual property rights in and to your own Registered User Content. You do, however, hereby grant us and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronise, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for-profit) your Registered User Content and all intellectual property and moral rights therein throughout the universe, in each case, by or in any means, methods, media, or technology now known or hereafter devised. You also grant us and our sublicensees the right, but not the obligation, to use your Registered User Content, your Sign-In Name, name, likeness, and photograph in connection with any use of the related Registered User Content permitted by the previous sentence and/or to advertise and promote the Websites, Roslyn Foo Pty Ltd, and our products and services. Without limiting the foregoing, you acknowledge and agree that uses of your Registered User Content, name, likeness, and photograph permitted by the foregoing rights and licenses may include the display of such Registered User Content, name, likeness, and photograph adjacent to advertising and other material or content, including for profit.
If you submit Registered User Content to us, each such submission constitutes a representation and warranty to Roslyn Foo Pty Ltd that such Registered User Content is your original creation (or that you otherwise have the right to provide the Registered User Content), that you have the rights necessary to grant the license to the Registered User Content under the prior paragraph, and that it and its use by Roslyn Foo Pty Ltd and its content partners as permitted by this Agreement does not and will not infringe or misappropriate the intellectual property or moral rights of any person or contain any libellous, defamatory, or obscene material or content that violates our Community Guidelines.
8. Unsolicited Submissions;
Communications With Us We and our employees do not accept, review, or consider any unsolicited ideas, suggestions, works, materials, proposals, or content, including for books, stories, articles, scripts, fan fiction, animations, shows, classes, ad campaigns, promotions, products, services, product names, content, or other creative materials (collectively “Unsolicited Submissions”). Please do not send or provide us with any Unsolicited Submissions in any form. It is our company policy to delete any such Unsolicited Submission without reading it.
Communications With Us We and our employees do not accept, review, or consider any unsolicited ideas, suggestions, works, materials, proposals, or content, including for books, stories, articles, scripts, fan fiction, animations, shows, classes, ad campaigns, promotions, products, services, product names, content, or other creative materials (collectively “Unsolicited Submissions”). Please do not send or provide us with any Unsolicited Submissions in any form. It is our company policy to delete any such Unsolicited Submission without reading it.
The purpose of this Section is to avoid potential misunderstandings or disputes when our products, services, or content might seem similar to an Unsolicited Submission you provided to us. If despite our request that you do not send us your Unsolicited Submissions, you still submit them, then regardless of what your correspondence says, the following terms will apply to your Unsolicited Submissions.
- You acknowledge that no fiduciary or confidential relationship now exists between you and us, and you further acknowledge that no such relationships are established between you and us by reason of your submission of any Unsolicited Submissions.
- You acknowledge that materials (or portions thereof) developed, created, acquired, licensed, or otherwise obtained by us, or third-party materials to which we have had access, may be similar or identical to the Unsolicited Submission (or portions thereof) in theme, idea, plot, format, and/or other respects. You agree that you will not be entitled to any compensation because of the use of any such similar or identical material. In this connection, you hereby release and absolutely and forever discharge us of and from any and all claims, damages, legal fees, costs, expenses, debts, actions, and causes of action of every kind and nature whatsoever, whether now known or unknown, suspected or unsuspected, asserted or unasserted, which you now have or at any time heretofore ever had or which you may have in the future, against us which in any way arise out of or in connection with any such similar or identical material.
- Although we encourage you to email us feedback and questions about our existing products and services, we do not want you to, and you should not email us any content that contains confidential information. In addition, any such feedback and questions you send to us will be deemed non-confidential and not proprietary, and we shall be free to use and redistribute them on an unrestricted basis without compensation or attribution to you.
9. No Warranties; Limitation of Liability
THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
THE WEBSITES AND THE CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, INCLUDING THAT THE WEBSITES WILL OPERATE ERROR-FREE OR THAT THE WEBSITES, THEIR SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES.
WE DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE; IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: WE AND OUR LICENSORS SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE WEBSITES OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (II) ANY DIRECT DAMAGES THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE WEBSITES OR THE CONTENT SHALL BE LIMITED TO THE FEES YOU HAVE PAID US IN CONNECTION WITH ANY PURCHASES YOU HAVE MADE FROM US DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO THE CLAIM.
THE WEBSITES MAY CONTAIN TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS OR OMISSIONS. UNLESS REQUIRED BY APPLICABLE LAWS, WE ARE NOT RESPONSIBLE FOR ANY SUCH TYPOGRAPHICAL, TECHNICAL, OR PRICING ERRORS LISTED ON THE WEBSITES. THE WEBSITES MAY CONTAIN INFORMATION ON CERTAIN PRODUCTS AND SERVICES, NOT ALL OF WHICH ARE AVAILABLE IN EVERY LOCATION. A REFERENCE TO A PRODUCT OR SERVICE ON THE WEBSITES DOES NOT IMPLY THAT SUCH PRODUCT OR SERVICE IS OR WILL BE AVAILABLE IN YOUR LOCATION. WE RESERVE THE RIGHT TO MAKE CHANGES, CORRECTIONS, AND/OR IMPROVEMENTS TO THE WEBSITES AT ANY TIME WITHOUT NOTICE.
10. External Sites
The Websites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
The Websites may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
11. Representations; Warranties; and Indemnification
(a) If you are a Registered User, you hereby represent, warrant, and covenant that:
(a) If you are a Registered User, you hereby represent, warrant, and covenant that:
- You own or have the necessary licenses, rights, consents, and permissions to all trademark, trade secret, copyright, or other proprietary, privacy, and publicity rights in and to your Registered User Content and any other works that you incorporate into your Registered User Content, and all the rights necessary to grant the licenses and permissions you grant hereunder;
- Use of your Registered User in the manners contemplated in this Agreement shall not violate or misappropriate the intellectual property, privacy, publicity, contractual, or other rights of any third party; and
- You shall not submit to the Website any Registered User Content that violates our Community Guidelines set forth above or any other term of this Agreement.
12. Compliance With Applicable Laws
The Websites are based in Australia. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of Australia. If you access the Websites or the Content from outside of Australia, you do so at your own risk. Whether inside or outside of Australia, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
The Websites are based in Australia. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of Australia. If you access the Websites or the Content from outside of Australia, you do so at your own risk. Whether inside or outside of Australia, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
13. Termination of the Agreement
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Websites, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Websites at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Intellectual Property,” “Registered User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”
We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Websites, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Websites at any time without prior notice or liability. The following sections shall survive any termination of this Agreement: “Fees and Payment” (until you pay all fees and taxes due hereunder), “Intellectual Property,” “Registered User Content; Licenses,” “Communications with Us,” “No Warranties; Limitation of Liability,” “Representations; Warranties; and Indemnification,” “Termination of the Agreement,” “Controlling Law,” “Binding Arbitration,” “Class Action Waiver,” “Equitable Relief,” and “Miscellaneous.”
14. Controlling Law
This Agreement and any action related thereto will be governed by the laws of the State of Victoria without regard to its conflict of laws provisions.
This Agreement and any action related thereto will be governed by the laws of the State of Victoria without regard to its conflict of laws provisions.
15. Equitable Relief
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Victoria, Australia, for purposes of any such action by us.
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Victoria, Australia, for purposes of any such action by us.
16. Miscellaneous
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.
Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will inure to the benefit of our successors, assigns, licensees, and sublicensees.