Web API Terms of Use

ALLTRACK MUSIC RIGHTS INC.

Welcome to the AllTrack Web API Terms of Use (the “Developer Terms”). These Developer Terms together with (a) any application or registration information submitted by you through AllTrack’s online registration process or otherwise provided by you manually or electronically in connection with your application or registration, and (b) any applicable Terms of Use acknowledgments, schedules, exhibits, addenda, or attachments, collectively form the “Agreement” between AllTrack Music Rights Inc., a Delaware corporation (“AllTrack”, “we”, or “us”), and the individual or entity accessing or using the API (“User” or “you”).

THE “START DATE” OF THE AGREEMENT IS THE DATE ON WHICH YOU (A) CLICK TO ACCEPT AND AGREE TO THESE DEVELOPER TERMS ON ANY ALLTRACK WEBSITE OR APPLICATION, OR (B) SIGN A TERMS OF USE ACKNOWLEDGMENT OR DOCUMENT THAT INCORPORATES OR OTHERWISE BINDS YOU TO THE DEVELOPER TERMS. UPON YOUR ACCEPTANCE, THESE DEVELOPER TERMS CREATE A BINDING AND LEGALLY ENFORCEABLE CONTRACT BETWEEN YOU AND ALLTRACK.

YOU ARE RESPONSIBLE FOR MAINTAINING A VALID EMAIL ADDRESS ON FILE WITH ALLTRACK FOR SO LONG AS YOU ACCESS ANY SERVICES REFERENCED IN THE AGREEMENT.

AllTrack and User may be individually referred to herein as a “Party” and collectively referred to as the “Parties”.

In consideration of the mutual covenants and promises in this Agreement and for other good and valuable consideration, the Parties agree as follows:

1. DEFINITIONS

1.1 Definitions. The following definitions apply throughout this Agreement:

“AllTrack Service”means the service, websites, software applications, and clients of AllTrack.

“API” means AllTrack’s owned and operated proprietary application programming interface.

“API Services” means the certain data, functionality, and services that AllTrack makes available through its API.

“Confidential Information” means certain information and materials including business plans, customers, technology, and products that are confidential and of substantial value to a disclosing party, which value would be impaired if such information were disclosed to third parties or used for purposes other than as expressly permitted by this Agreement. It shall not include information that is (a) publicly available without breach, (b) independently developed, or (c) obtained lawfully from a third party without restriction.

“Marks” means all names, logos, trademarks, service marks, trade names, branding, domain names, and other source identifiers owned or controlled by a Party, including any registrations, applications, and all associated goodwill.

“Term“ has the meaning given to it in Section 5.

2. PURPOSE

2.1 AllTrack makes its API available for third parties to access the API Services. User desires to access the API to utilize the API Services and make them available through User’s platform or systems, subject to the terms of the Agreement.

3. LICENSE AND ACCESS RIGHTS

3.1 API Access. AllTrack grants to User a limited, non-exclusive, non-transferable, non-sublicensable, revocable at will right during the Term to access and use the API solely for the purposes described in this Agreement. User acknowledges that the API is provided entirely at AllTrack’s discretion as a convenience and that AllTrack has no obligation to provide access

3.2 Documentation. AllTrack shall provide technical documentation and credentials as reasonably necessary for User’s secure and proper integration of the API.

4. ADDITIONAL SERVICES

4.1 AllTrack may provide additional or related services to User outside of those offered via the API. The scope, timelines, and terms of such services, if any, shall be described in separate agreements between the Parties.

5. TERM

5.1 This Agreement shall commence on the Start Date and continue until terminated.

6. DATA AND SECURITY

6.1 Data Use. User may access and use data returned by the API only as necessary to operate its platform and deliver the API Services to its users.

6.2 Security. User shall maintain industry-standard security, redundancy, and disaster recovery procedures, including SOC-2 equivalent controls. Such measures must protect data received through the API and AllTrack’s Confidential Information, including credentials, access tokens, data, and other business information. User shall continuously update, patch, and maintain its systems, applications, and technical infrastructure used in connection with the API or API Services to ensure ongoing compliance with industry-standard security practices, including the timely remediation of any known vulnerabilities. User is solely responsible for implementing all updates required to address newly identified security risks, threats, or weaknesses.

6.3 Notifications of Data Breaches and Security Incidents. User shall immediately notify AllTrack of any instances of data breaches, security incidents, or violations of law.

6.4 Insurance Coverages. At all times during the Term and for a period of not less than twelve (12) months thereafter, User shall, at its own expense, maintain in full force and effect technology errors and omissions and cyber liability/data breach insurance covering acts, errors, and omissions arising from the provision of technology services, software, or data processing, and unauthorized access, loss, theft, or disclosure of data (including personally identifiable information), malware attacks, denial of service, and network security incidents, with limits of not less than $1,000,000 per claim and $2,000,000 in the aggregate. User shall furnish current Certificates of Insurance or other reasonable proof of coverage, and shall provide not less than thirty (30) days’ prior written notice of any material modification, cancellation, or non-renewal of any such policy. The insurance coverage and limits required under this Section shall not be construed as limiting User’s liability or obligations under this Agreement, nor shall the maintenance of insurance relieve or otherwise affect such liability.

7. RESTRICTIONS

7.1 Prohibited Actions. User shall not misuse the API or API Services, including by:

7.1.1 copying, modifying, editing, altering, creating derivative works, disassembling, decompiling, reverse-engineering, extracting source code, republishing, or reselling the API, API documentation, API Services or AllTrack Service;

7.1.2 distributing or copying of any element of AllTrack’s intellectual property, or making the API, API Services or AllTrack Service available to any person, except as expressly provided in this Agreement;

7.1.3 interfering, or attempting to interfere, with the proper functioning or performance of the API, API Services or AllTrack Service;

7.1.4 using them to ingest into or train a machine learning, artificial intelligence, or business intelligence model; or

7.1.5 facilitating unauthorized access to or use of the API or API Services by any person or entity.

7.2 Unlawful or Infringing Activity. User will not use the API Services for any illegal or unauthorized purpose, including:

7.2.1 failing to comply with applicable laws;

7.2.2 infringing any intellectual property or other right of AllTrack or a third party, including any right of privacy, publicity, copyright, trademark, patent, or contractual right; or

7.2.3 misusing AllTrack intellectual property, such as using AllTrack Marks (as defined further below) as part of the name of your company or service.

7.3 Improper Use. User will not improperly access, alter, or store the API Services, AllTrack Service, or any AllTrack data, including

7.3.1 using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the AllTrack Service or data or collect information about AllTrack users for any unauthorized purpose;

7.3.2 making excessive API or service calls that are not strictly required for the proper functioning of the portion of your service utilizing the API; or

7.3.3 requesting, collecting, soliciting or otherwise obtaining access to user names, passwords, or other authentication credentials for AllTrack’s service, other than through the means specifically provided for by the AllTrack platform and as strictly necessary to offer and operate your service.

7.4 Data Handling and Transfer Restrictions. Except as otherwise set out in this Agreement, User will not sell or transfer content or data obtained from the API Services or AllTrack Service (including aggregate, anonymous or derivative data) to third parties, directly or indirectly, or use such data in connection with, any ad network, ad exchange, data broker, or other advertising or monetization-related toolset, even if a user consents to such transfer or use; provided, however, that User may share (a) limited content and data with a songwriter, publisher, artist, or label customer of User that is specific to that respective songwriter, publisher, artist, or label, and (b) limited content and data with third party data processors, such as server providers for providing your service and consistent with your privacy policy and the permissions users have given you. You are responsible for any acts or omissions of your third party data processors.

7.5 Harmful or Malicious Code. User will not use any viruses, worms, Trojan horses, or any other harmful code that could affect the API, API Services, AllTrack Service, or AllTrack users and/or their devices.

7.6 Prohibited Content. User will not use the API or API Services in any way to promote or distribute an application, product, service, website, or other offering that in AllTrack’s sole discretion:

7.6.1 is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of audio and/or audiovisual content;

7.6.2 contains content that is illegal, deceptive, or fraudulent; or

7.6.3 is used to harass, embarrass, harm, or improperly target any AllTrack member (user), employee, officer, director, or consultant.

7.7 Liability and Reputation. User will not take any action in connection with the API that could in AllTrack’s sole discretion:

7.7.1 create liability for AllTrack;

7.7.2 adversely affect AllTrack’s commercial reputation; or

7.7.3 otherwise reflect unfavorably on AllTrack, including any action that may damage, or be detrimental to AllTrack or AllTrack’s users, corporate affiliates, licensees, or partners.

8. KNOW YOUR CUSTOMER (KYC) AND CUSTOMER INFORMATION

8.1 Obligations. User shall not transmit any customer, client, or counterparty information to AllTrack unless User has (a) obtained all necessary rights, consents, and notices to permit such transmission and processing, (b) confirmed that the customer, client or counterparty information is accurate, complete, and lawfully obtained, and (c) performed identity verification of each customer, client or counterparty, including verification of legal name, date of birth (if applicable), and government-issued identification or equivalent documentary evidence sufficient to reasonably confirm the customer, client or counterparty’s identity. User shall reasonably cooperate with AllTrack in fulfilling its respective KYC, Anti-Money Laundering (AML), or sanctions-screening obligations, including by providing supporting documentation, responding to lawful regulatory or governmental requests, and facilitating audits or reviews by competent authorities, subject to confidentiality obligations under this Agreement.

8.2 Notice of Unlawful or Suspicious Activity. If User becomes aware of or suspects any fraudulent, unauthorized, or otherwise unlawful activity involving any customer, client or counterparty whose data was transmitted to AllTrack by means of the API, User shall promptly notify AllTrack and cooperate in good faith to investigate, suspend, or remediate the issue in accordance with internal policies and applicable laws.

9. BRANDING AND PUBLICITY

9.1 Limited License. Each Party (“Licensor”) grants to the other Party (“Licensee”) a limited, non-exclusive, non-transferable, revocable right to use Licensor’s Marks only upon Licensor’s prior written approval for each individual use and solely for the purpose specifically approved by Licensor; provided, however, that the following uses are permitted without requiring prior written approval:

9.1.1 User is permitted to use AllTrack’s Marks on User’s webpages where its customers are applying to join AllTrack for performing rights and any associated confirmation pages;

9.1.2 User is permitted to use AllTrack’s Marks on User’s webpages within its client portal;

9.1.3 User is permitted to use AllTrack’s Marks on User’s webpages where AllTrack’s OAuth services are utilized; and

9.1.4 Either Party is permitted to use the other’s Marks on webpages that identify them as a partner or in factual lists (e.g., on websites or marketing materials) once an integration is completed to each Party’s mutual written satisfaction.

9.2 Quality Control and Approvals. Licensee shall submit to Licensor, for review and written approval, all proposed uses of Licensor’s Marks in any medium, including digital, print, and promotional materials, prior to public release. Licensor may revoke usage by Licensee anytime at its sole discretion by providing written notice.

9.3 Publicity.

9.3.1 Neither Party shall issue any press release, marketing communication, or public announcement referencing the other Party, without the other Party’s prior written approval of the content, timing, and medium of dissemination.

9.3.2 Licensor’s approval of one announcement or use shall not be deemed approval of any future or different use.

9.4 Revocation of Rights to Marks. Licensor may revoke Licensee’s approval to use the Marks, in whole or in part, at any time upon written notice to Licensee, with or without cause. Upon receipt of such notice, Licensee shall immediately cease all further use of the Marks and shall remove the Marks from all then-current marketing, promotional, digital, and other materials under its control. Notwithstanding the foregoing (a) Licensee shall not be required to recall, withdraw, or modify any press releases, public filings, statements, or other materials that have been previously published, distributed, or made publicly available and that cannot reasonably be retracted or amended; however, (b) Licensee shall, to the extent reasonably practicable, discontinue any ongoing or future distributions of such materials and update or replace them in the ordinary course of business. Following revocation, Licensee shall not issue any new public communications that reference the Licensor or the Marks in a manner that suggests ongoing sponsorship, approval, or affiliation.

9.5 No Ownership or Implied Rights. Licensee acknowledges that all right, title, and interest in and to the Marks belong solely to Licensor. This Agreement does not transfer or convey any ownership or other proprietary rights in or to the Marks, nor shall any implied licenses arise from this Agreement or any prior approvals. All goodwill arising from Licensee’s use of the Marks shall inure exclusively to Licensor.

9.6 Historical Reference and Compliance. Upon expiration or termination of this Agreement, each Party shall promptly cease all use of the other’s Marks, except as may be required for historical reference, legal compliance, or as otherwise approved in writing by the Licensor.

10. REPRESENTATIONS AND WARRANTIES

10.1 Compliance with Terms. User represents, warrants, and covenants to remain in compliance at all times with these Developer Terms.

10.2 Good Industry Practice. User shall at all times adhere to good industry practice, meaning it shall exercise that degree of skill, diligence, prudence, foresight and operating practice which, at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced person or organization engaged in the same or a similar business.

10.3 Compliance with Third Party Data Rules. User represents, warrants, and covenants that it possesses all rights necessary to transmit, submit, or otherwise make any customer, client, or counterparty data available to AllTrack through the API or in connection with the API Services and that such data has been collected, verified, and maintained by User in compliance with all applicable KYC, AML, counter-terrorism financing, economic sanctions, privacy, and data-protection laws in each relevant jurisdiction.

11. TERMINATION, SUSPENSION AND OTHER ACTIONS

11.1 Automatic Termination. Compliance with these Developer Terms is essential. Any rights or licenses granted under these Developer Terms will terminate automatically without notice if User fails to comply with them.

11.2 Termination. AllTrack may terminate these Developer Terms for convenience by notice to User of termination or by terminating User’s ability to use the API or API Services. User may terminate these Developer Terms by ceasing all use of the API and API Services.

11.3 Effect of Termination. Upon termination of these Developer Terms or the Agreement, or any such licenses under the Developer Terms or Agreement, User must immediately stop using the API and API Services and delete all AllTrack Confidential Information and AllTrack content in its possession, except that User may retain customer data obtained through the API in compliance with the Developer Terms, if User has a separate contractual relationship with that customer.

11.4 AllTrack’s Rights to Suspend, Limit, or Terminate Access. AllTrack may take any action it deems appropriate, including suspending, limiting, or terminating User’s access to the API or API Services for any reason, including if in its sole discretion, it determines that (a) User has not responded promptly to AllTrack’s requests related to reviews, monitoring, or audits, (b) User or its application have violated these Developer Terms or any other applicable terms or policies, or are negatively affecting the AllTrack Service or AllTrack’s affiliated creators or rightsholders, or (c) such action is required to comply with legal or regulatory obligations or to protect AllTrack from potential legal, reputational, or regulatory harm, or (d) User is insolvent or has entered bankruptcy. Actions that AllTrack may take include, without limitation, revoking or resetting User’s or User’s representatives’ security credentials, limiting, restricting, or disabling specific API functionality or the number of API calls, requiring User to delete data, or terminating these Developer Terms or the Agreement.

11.5 Modifications to the API and API Services. User acknowledges and agrees that AllTrack may modify, update, suspend, or discontinue any aspect of the API or API Services at any time, including functionality, data structures, access methods, call limits, or security features, in AllTrack’s sole discretion, without notice or liability to User. User should be prepared to update its connection to the API as needed or risk losing access. Upon User’s written request following any material modification to the API or API Services, AllTrack will provide updated documentation or release notes reflecting such changes to support User’s continued authorized integration and use of the API.

11.6 No Obligations to Maintain or Continue the API. AllTrack has no obligation to maintain, support, upgrade, or update the API or API Services, or to provide any specific content. While we currently use reasonable efforts to keep the API and API Services operational, certain issues, such as temporary interruptions or outages, may occur without notice due to maintenance or technical issues.

12. INTELLECTUAL PROPERTY

12.1 Intellectual Property Ownership. All intellectual property rights in and to the API, documentation, underlying technology, API Services, and AllTrack Service remain solely with AllTrack. User retains ownership of its platform, user interface, and any independent systems or data it develops.

12.2 Feedback. If User or any of its employees, contractors, or representatives provides AllTrack with any suggestions, ideas, enhancement requests, recommendations, or other feedback relating to the API, API Services, AllTrack Service, or any related technology, Provider shall own all right, title, and interest in and to such feedback. User hereby irrevocably assigns, and agrees to assign, all such rights to AllTrack and agrees that AllTrack may use, disclose, reproduce, license, distribute, and otherwise exploit the feedback without restriction or obligation of any kind, including without attribution or compensation to User.

13. LIMITATION OF LIABILITY

13.1 Limitation of Provider Liability. Except where prohibited by law, AllTrack shall have no liability to User or any third party for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or anticipated savings, whether arising in contract, tort (including negligence), strict liability, or any other theory, even if AllTrack has been advised of the possibility of such damages or such damages were foreseeable. AllTrack’s total aggregate liability arising out of or relating to this Agreement shall not exceed one hundred dollars ($100). The Parties acknowledge that these limitations are a fundamental basis of the bargain and that the Agreement would not have been entered into without them. These limitations apply notwithstanding any failure of essential purpose of any limited remedy.

13.2 Exclusions for User Liability. Notwithstanding Section 13.1, the limitations and exclusions above shall not apply to any liability of User arising out of or relating to (a) User’s breach of any obligations relating to data and security, restrictions on use, KYC, branding and publicity, representations or warranties, intellectual property, confidentiality, non-disparagement, or compliance with law; or (b) User’s indemnification obligations under this Agreement. AllTrack may recover all damages available at law or in equity, including consequential, special, exemplary, and punitive damages.

14. CONFIDENTIALITY

14.1 User acknowledges that by reason of this Agreement it may have access to Confidential Information of AllTrack. User agrees to maintain any and all Confidential Information received from AllTrack in confidence and agrees not to disclose or otherwise make available such Confidential Information to any third party without AllTrack’s prior written consent. The terms and conditions of this Agreement shall be kept confidential and shall not be disclosed by User except: (a) as reasonably necessary to carry out the specific terms of this Agreement, including to User’s employees and contractors on a need to know basis that are bound by confidentiality obligations no less restrictive (b) as required by law, including by any court, governmental entity or governmental agency or for reasons of obtaining legal advice on the content of this Agreement, (c) as reasonably necessary to User’s independent accountants or tax advisors, and (d) as agreed by AllTrack in writing. Breaches of confidentiality shall be considered a breach of a material obligation for the purposes of this Agreement.

15. INDEMNIFICATION

15.1 Indemnification. User shall defend, indemnify, and hold harmless AllTrack from and against any and all claims, losses, liabilities, costs (including all legal costs), damages, and expenses arising in connection with a breach of any of the warranties, representations, or obligations of User under this Agreement.

16. NON-DISPARAGEMENT

16.1 Covenant. User agrees that during the Term and thereafter, it shall not, and shall ensure that its officers, employees, contractors, and representatives do not, directly or indirectly, make, publish, or communicate to any person or entity any statement, whether oral or written, that disparages, defames, or otherwise injures the business reputation, goodwill, or public image of AllTrack, its affiliates, or any of their respective officers, directors, or personnel.

16.2 Scope. This restriction applies to statements made in any medium, including social media, press releases, interviews, public forums, or communications with clients, partners, or the general public. It includes, without limitation, statements suggesting that AllTrack engaged in unethical conduct, is financially unstable, has poor performance, or lacks integrity.

16.3 Exception. Nothing in this Section shall prohibit User from (a) making truthful statements that are required by law, regulation, or valid legal process; or (b) making confidential statements to its legal, financial, or regulatory advisors for the purpose of obtaining advice, provided such advisors are bound by confidentiality obligations at least as protective as those in this Agreement.

17. GOVERNING LAW

17.1 This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law principles. The Parties agree that any action or proceeding arising out of or relating to this Agreement or the Parties’ relationship shall be brought exclusively in the state or federal courts located in New York County, New York. Each Party irrevocably submits to the exclusive jurisdiction and venue of such courts and waives any objection to such jurisdiction or venue, including objections based on forum non conveniens. Each Party irrevocably waives any right to a trial by jury in any action, proceeding, or counterclaim arising out of or relating to this Agreement or the Parties’ relationship. The Parties agree that any such dispute shall be resolved solely by a judge sitting without a jury.

18. MISCELLANEOUS

18.1 General Disclaimer. Except as expressly stated in this Agreement, the API, the API Services, all associated data, documentation, and any related deliverables are provided “as is” and “as available”, without warranties of any kind, whether express, implied, statutory, or otherwise. Without limiting the foregoing, AllTrack specifically disclaims any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, reliability, availability of the API or the API Services, and all warranties arising from course of dealing, usage, or trade practice. AllTrack makes no warranty of any kind that the API or API Services or any other AllTrack technology will meet User’s or any other person’s requirements, operate without interruption, whether due to maintenance, upgrades, unanticipated outages, or other reasons, achieve any intended result, be compatible or work with any software, system, or other services, or be secure, accurate, complete, free of harmful code, or error free. AllTrack is not responsible or liable for the acts, omissions, conduct, or compliance of User’s end-users, customers, clients, contractors, service providers, or representatives, and User is solely responsible for all interactions with, and any obligations owed to, such parties.

18.2 Notices. All notices under this Agreement shall be in writing and shall be deemed to have been given upon: (a) personal delivery; (b) the second business day after sending by confirmed mail to the address above; or (c) the same day when sending by email. A copy of all notices delivered personally or by physical mail to AllTrack must also be promptly emailed to AllTrack at legal@alltrack.com.

18.3 Equitable Relief. If User breaches or threatens to breach provisions relating to restrictions, know-your-customer obligations, branding and publicity, confidentiality, or non-disparagement, or in any other manner that may cause irreparable harm to AllTrack, AllTrack may seek immediate injunctive or equitable relief to prevent or curtail such breach, without the necessity of posting bond or proving actual damages, and the Parties acknowledge that monetary damages alone may be inadequate to remedy such harm.

18.4 Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and AllTrack, and the Parties do not intend to create any such relationship by the Agreement.

18.5 Changes to Terms. The Developer Terms are currently available at www.alltrack.com/developers/terms and will remain available on this url or another subdomain of AllTrack or any of its successors. AllTrack may modify, amend, or update these Developer Terms at any time, in its sole discretion. Any changes will be effective upon posting the updated Developer Terms on AllTrack’s website or platform (or upon such later date as may be specified in the updated Developer Terms). Your continued access to or use of the API or API Services after such posting constitutes your acceptance of the updated Developer Terms. If you do not agree to the updated Developer Terms, you may terminate this Agreement by written notice within 30 days of the updated Developer Terms being posted or delivered and discontinue use of the API and API Services immediately from the date of posting or delivery.

18.6 Survival. All provisions of this Agreement that by their nature should survive termination or expiration shall do so, including, without limitation, those relating to data and security, restrictions, know-your-customer obligations, branding and publicity, intellectual property ownership, confidentiality, non-disparagement, indemnification, limitation of liability, governing law, and dispute resolution. All such provisions shall remain in full force and effect notwithstanding the expiration or termination of this Agreement.

18.7 Force Majeure. If AllTrack’s performance of any of its obligations hereunder is delayed by labor dispute, war, government action, acts of terrorism, acts of government, flood, fire, explosion, civil unrest, other acts of nature, internet service provider failures or delays, or any other matter not within AllTrack’s reasonable control, then the date for performance of the obligations herein will be extended by the time of such delay.

18.8 Authority. User represents that it has full power and authority to enter into and perform this Agreement.

18.9 Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between User and AllTrack, and the Parties do not intend to create any such relationship through this Agreement.

18.10 Headings. The section and subsection headings in this Agreement are for convenience only and shall not affect the interpretation, construction, or meaning of any provision of this Agreement. Headings shall not be relied upon in interpreting the Parties’ rights or obligations hereunder.

18.11 Severability. If any provision of this Agreement, or the application thereof to any person or circumstance, is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be deemed modified to the minimum extent necessary to make it enforceable, and the remaining provisions of this Agreement shall remain in full force and effect and shall be construed so as to best effectuate the intent of the Parties.

18.12 Assignment. User may not assign this Agreement without prior written consent of AllTrack.

18.13 Entire Agreement. This Agreement constitutes the entire understanding between the Parties regarding its subject matter and supersedes all prior discussions or agreements.

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