Terms & Conditions
Securities Law and Offerings
Please consult your tax and/or your financial advisor for more information on how these products pertain to your particular investment strategy.
This website may contain forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and 21E of the Securities Exchange Act of 1934, including discussion and analysis of the financial condition of the certain issuers of securities, anticipated capital expenditures required to complete certain projects, amounts of anticipated cash distributions to investors in the future and certain other matters. Readers of this Web site should be aware that there are various factors that could cause actual results to differ materially from any such forward-looking statements, which include changes in general economic conditions, changes in real estate conditions, construction costs which may exceed estimates, construction delays, increases in interest rates, lease-up risks, inability to obtain new tenants to fill vacant of vacated space, and the potential need to fund tenant improvements or other capital expenditures out of operating cash flow in excess of any reserves therefore.
For more information about AR Global investments, including investment policies, charges, and expenses, ask your financial advisor for a free prospectus or call 1-212-415-6500. Please read any such prospectus carefully before you invest or send money. There can be no assurance that the objectives of any AR Global investment stated in this presentation will be achieved. The share or unit values of the AR Global funds will fluctuate based on the values of the underlying properties and there is no guarantee that past performance will be the same as future results. There is no assurance that a secondary market will exist for AR Global funds or securities.
Not an Offer to Sell Securities
The material in this Web site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. This material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. By clicking “I Accept” on the click-through page of an offering, you represent that you have been provided with the applicable prospectus and have had an opportunity to review the terms and conditions as well as risk factors of said offering.
Risks and Suitability
The material on this Web site does not constitute an offer to sell, nor a solicitation of an offer to buy the securities described herein. Such an offering is made only by means of a prospectus. Therefore, this material must be read in conjunction with the prospectus in order to understand fully all the implications and risks of any offering of securities to which it relates. To obtain a paper copy of the prospectus free of charge, call 1-212-415-6500.
An investment in securities of AR Global funds is subject to significant risks that are described in more detail in the “Risk Factors” and “Conflicts of Interest” sections of the prospectus. Investments in AR Global funds are not suitable for all investors. Refer to the applicable prospectus, as amended, for a detailed discussion of risks and suitability standards for your state. An investment in REITs involve significant risks, including the following
- Our advisor and its affiliates will face conflicts of interest, including significant conflicts among us and our advisor, since (i) our principal executive officers own a majority interest in our advisor and our property manager, (ii) our advisor and other affiliated entities may compete with us and acquire properties suitable to our investment objectives, and (iii) our advisor’s compensation arrangements with us and other AR Global-sponsored programs may provide incentives that are not aligned with the interests of our stockholders.
- We have no operating history, nor do we currently own any properties. This is considered a blind pool offering since we have not identified any properties to acquire with the proceeds of this offering. As a result, you will be unable to evaluate the economic merit of all of our future investments prior to our making them and there may be a substantial delay in receiving a return, if any, on your investment.
- You may not own more than 9.8% in value of the outstanding shares of our common stock or more than 9.8% of the number or value of any class or series of our outstanding shares of stock. Therefore, your ability to control the direction of our company will be limited.
- No public market currently exists for our shares of common stock and one may never exist. If you are able to sell your shares, you would likely have to sell them at a substantial discount from their public offering price.
- This is a best efforts offering and we might not sell all of the shares being offered. If we raise substantially less than the maximum offering, we may not be able to invest in a diverse portfolio of properties, and the value of your investment may vary more widely with the performance of specific properties. There is a greater risk that you will lose money in your investment if we cannot diversify our portfolio of investments by geographic location, tenant mix and property type.
- We may incur substantial debt, which could hinder our ability to pay distributions to our stockholders or could decrease the value of your investment in the event that income on, or the value of, the property securing the debt falls.
- Until the proceeds from this offering are invested and generating operating cash flow sufficient to make distributions to our stockholders, we intend to pay all or a substantial portion of our distributions from the proceeds of this offering or from borrowings in anticipation of future cash flow, which may constitute a return of your capital, reduce the amount of capital we ultimately invest in properties, and negatively impact the value of your investment.
- If we fail to continue to qualify as a REIT for federal income tax purposes or if we qualify and subsequently lose our REIT status, our operations and ability to make distributions to our stockholders would be adversely affected.
- We are dependent on our advisor to select investments and conduct our operations. Adverse changes in the financial condition of our advisor or our relationship with our advisor could adversely affect us.
- We will pay substantial fees and expenses to our advisor, its affiliates and participating broker-dealers, which payments increase the risk that you will not earn a profit on your investment.
- Our board of directors has the authority to designate and issue one or more classes or series of preferred stock without stockholder approval, with rights and preferences senior to the rights of holders of common stock, including rights to payment of distributions. If we issue any preferred shares, the amount of funds available for the payment of distributions on the common stock could be reduced or eliminated.
AR Global Website Terms and Conditions
1. LICENSE TO THE CONTENT. AR Global grants you a limited, nonexclusive, nontransferable license during the Term (defined below) to access the Web site solely to display the Content for informational purposes only and to print and/or save copies of the Content with or on your personal computer, solely for your use in obtaining information regarding the AR Global Entities. Any other use of the Content or the Web site is expressly prohibited. All other rights in the Content and the Web site are reserved by AR Global and its licensors. AR Global reserves all rights in the Web site and you agree these Terms and Conditions do not grant you any rights in or licenses to the Web site, except for this express, limited license. You will not otherwise copy, transmit, distribute, sell, license, de-compile, reverse engineer, disassemble, modify, publish, participate in the transfer or sale of, create derivative works from, perform, display, incorporate into another Web site, or in any other way exploit any of the Content or any other part of the Web site or any derivative works thereof, in whole or in part for commercial or non-commercial purposes without the express prior written permission of AR Global. Without limiting the foregoing, you will not frame or display the Web site (or any part of the Web site) as part of any Web site or any other work of authorship without the express prior written permission of AR Global. Material available through the Advisor-specific area of the site is intended for Broker-dealer Use only and should not be provided to potential clients unless otherwise noted for Client Use.
2. PRODUCTS AND SERVICES. The information regarding the AR Global Entities provided on the Web site may change at any time. In addition, eligibility or suitability requirements may apply for access to this information or any transaction with or regarding the AR Global Entities and they may not be available in all geographic areas.
3. WEB SITE ACCURACY. Although AR Global has tried to provide accurate and timely information on the Web site, please be aware that the Web site (including without limitation the Content) may not always be entirely accurate, complete or current and may also include technical inaccuracies or typographical errors. The information published on the Web site is provided as a convenience to visitors and is provided for informational purposes only. Accordingly, you should verify all information before relying on it, and all decisions based on information contained in the Web site are your sole responsibility and AR Global shall have no liability for such decisions. If you need specific details about any information contained in our Web site, you should contact AR Global as provided in the “Contact Us” section of the Web site. Photographs on this Web site are for illustrative purposes only. Investors in AR Global Entities may not acquire an interest in any or all of these properties.
4. WEB SITE RESTRICTIONS. As a condition of your use of the Web site, you represent and warrant that you shall not use the Web site for any purpose that is unlawful or that is prohibited by these Terms and Conditions. You will not submit any false, misleading or inaccurate information to the Web site. You will abide by all applicable local, state, national and international laws and regulations and you shall be solely responsible and liable for all of your acts or omissions that occur while you use the Web site. By ways of example, and not as a limitation, you will not use the Web site to: (a) Defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; (b) Publish, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, tortious, indecent, immoral or otherwise objectionable material or information; (c) Transmit or upload any material to the Web site that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other harmful or deleterious programs; (d) Interfere with or disrupt the Web site networks or servers; (e) Harvest or otherwise collect information from the Web site about others, including without limitation email addresses, without proper consent; (f) Use the account, login identification, or password of another party to access the Web site; (g) Otherwise attempt to gain unauthorized access to the Web site, other accounts, computer systems or networks connected to the Web site, through password mining or any other means; or (h) Interfere with another individual’s or Entity’s use or enjoyment of the Web site. AR Global has no obligation to monitor your use of the Web site or retain the content of any of your sessions on the Web site. By transmitting information through the Web site, you accept the risk that such information as well as any information that we transmit to you, may be intercepted by third parties. In addition, messages that you send to us by e-mail may not be secure. We recommend that you do not send any confidential information to us by e-mail. If you choose to send any confidential information to us via e-mail, you accept the risk that this information may be intercepted by a third party. AR Global reserves the right at all times to monitor, review, retain and/or disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request or as otherwise may be legally permissible.
5. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AR GLOBAL AND THE OTHER AR GLOBAL ENTITIES) EXPRESSLY DISCLAIM ALL WEB SITE WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION REGARDING ANY CONTENT OR OTHER INFORMATION ACCESSED THROUGH THE WEB SITE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, DEALING, OR TRADE USAGE. NO MATERIALS OR OTHER ADVICE OR INFORMATION, WHETHER ORAL, WRITTEN OR IN ANOTHER FORM, OBTAINED BY YOU THROUGH THE WEB SITE OR OTHERWISE, WILL CREATE ANY WARRANTY NOT EXPRESSLY PROVIDED IN THESE TERMS AND CONDITIONS. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OR FROM THE WEB SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL AND/OR DATA. YOU EXPRESSLY AGREE THAT YOUR USE OF THE WEB SITE IS AT YOUR SOLE RISK. THE WEB SITE IS PROVIDED TO YOU “AS IS.”
6. LIMITATIONS OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT AR GLOBAL AND ALL OF THE AR GLOBAL ENTITIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, ADVISORY BOARD MEMBERS, EMPLOYEES, CONTRACTORS, AND AGENTS (INCLUDING WITHOUT LIMITATION ANY BROKER DEALER ENTITIES THAT PROVIDE PRODUCTS OR SERVICES FOR YOU ARISING OUT OF, OR SEPARATE FROM, YOUR USE OF THE WEB SITE) (COLLECTIVELY, “AR GLOBAL PARTIES”) SHALL NOT HAVE ANY LIABILITY TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES THAT ARISE OUT OF OR RELATE TO THE WEB SITE OR THESE TERMS AND CONDITIONS. IN NO EVENT WILL THE TOTAL, AGGREGATE LIABILITY OF THE AR GLOBAL PARTIES FOR DAMAGES OF ANY TYPE, EXPENSES OR LOSSES UNDER ANY CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE WEB SITE EXCEED FIVE HUNDRED DOLLARS ($500). THE LIABILITY LIMITATIONS IN THIS SECTION SHALL APPLY REGARDLESS OF WHETHER THE CLAIM, CAUSE OF ACTION, LAWSUIT OR PROCEEDING IS BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, AND REGARDLESS OF WHETHER AR GLOBAL HAS BEEN ADVISED OF THE POSSIBILITY OF THE APPLICABLE DAMAGES. AS SUCH YOU ARE ACKNOWLEDGE AND AGREE THAT THIS LIMITATION OF LIABILITY APPLIES EVEN TO ANY NEGLIGENCE OF THE AR GLOBAL PARTIES.
7. LINKS WITH OTHER WEB SITES. AR Global may provide links to other Web sites or resources (“Linked Sites”). You acknowledge and agree that AR Global has no control over and is not responsible for the Linked Sites. AR Global’s reference to or use of tangible or intangible property, a product, service, or process does not imply AR Global’s recommendation, approval, affiliation, or sponsorship of that respective property, product, service, or process. You agree that the AR Global Parties shall not be responsible or liable, directly or indirectly, for any damage or loss arising out of or relating to the Linked Sites, including without limitation content, property, goods or services available on the Linked Sites. Links to the Web site are not permitted without the express prior permission of AR Global.
8. INDEMNIFICATION. You agree to defend, indemnify, and hold the AR Global Entities harmless from any and all damages, costs and expenses, including without limitation reasonable attorneys’ fees, arising out or relating to any and all third party claims, demands or allegations arising out of or relating to your use of the Web site, including without limitation arising out of or relating to your violation of the Terms and Conditions, any applicable laws, or your violation of any rights of a third party.
9. MODIFICATIONS. AR Global may change the Terms and Conditions from time to time. AR Global will require your assent to the revised Terms and Conditions. If you do not provide such an assent, such as through clicking the applicable “I Agree” button, among other methods, then your use of the Web site will terminate in accordance with Section 12 below. AR Global reserves the right to modify or temporarily discontinue your access to the Web site or parts thereof, with or without notice to you. You agree that AR Global shall not be liable to you or any third-party for any modification to the Web site or your access to the Web site.
10. INTERNET ACCESS. To use the Web site, you must at no cost to AR Global: (a) provide for your own access to the World Wide Web and pay any service fees associated with such access; (b) provide all equipment necessary for you to make such connection to the World Wide Web, including without limitation a computer and modem or broadband Internet connection.
11. INFORMATION RELATING TO FUND SECURITIES. Unless otherwise expressly stated, the properties depicted on the Web site are for illustrative purposes and are not owned, or intended to be acquired, by any of the Affiliate Fund. Except as otherwise disclosed in their respective prospectuses as amended, the Affiliate Fund have not yet identified any properties for acquisition. There can be no assurance the funds’ investment objectives will be achieved. A copy of the current version of each of the available Affiliate Fund’s prospectuses is available on the Web site. For those considering an investment in the Affiliate Fund the Web site must be read in conjunction with the applicable prospectus in order to fully understand all the implications and risks of the respective offering of the securities to which it relates. For additional prospectuses, please call AR Global at 1-212-415-6500. An investment in the securities of the Affiliate Fund is subject to substantial risks. These risks include absence of a public market for these securities, lack of an operating history, absence of properties identified for acquisition, limited transferability and lack of liquidity, possibility of substantial delay before distributions are made, reliance on the fund’s general partners or advisor, payment of significant fees to the general partners or advisor and their affiliates, potential conflicts of interest, and lack of diversification in property holdings until significant funds have been raised. An investment in the securities of the Affiliate Fund is not suitable for all investors. Refer to the applicable prospectus for a more detailed discussion of risks. This Web site is neither an offer to sell nor the solicitation of an offer to buy any security, which can be made only by the prospectus, filed or registered with appropriate state and federal regulatory agencies, and sold by broker/dealers authorized to do so. No regulatory agency has passed on or endorsed the merits of this offering. Any representation to the contrary is unlawful. Consult the prospectus and subscription document for suitability standards in your state. NEITHER THE ATTORNEY GENERAL OF THE STATE OF NEW YORK NOR ANY OTHER STATE HAS PASSED ON OR ENDORSED THE MERITS OF ANY OFFERING OF AR GLOBAL FUND SECURITIES. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
12. TERMINATION. The term (“Term”) of these Terms and Conditions shall be until either you or AR Global terminates your Web site account, with or without cause at any time and effective immediately. AR Global may additionally, in its sole discretion, immediately terminate these Terms and Conditions should you fail to adhere to these Terms and Conditions. You agree that the AR Global Entities shall not be liable to you or any third party for termination of these Terms and Conditions. Should you object to any terms or conditions of these Terms and Conditions or any subsequent modifications to these Terms and Conditions or become dissatisfied with the any part of the Web site in any way, your sole and exclusive remedy is to immediately: (1) terminate use of the Web site; and (2) notify AR Global in writing of your termination of your agreement to these Terms and Conditions. Upon expiration of the Term or termination of these Terms and Conditions, your license rights to the Web site immediately cease. Sections 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16, 17 and 18 will survive and remain in full force and effect after termination.
13. ARBITRATION. You agree with AR Global that any dispute arising in connection with these Terms and Conditions or the performance of any party under these Terms and Conditions or otherwise relating to these Terms and Conditions shall be shall be referred to binding arbitration in New York, New York, in accordance with the rules of the American Arbitration Association by a panel of three arbitrators. Each of the parties shall name one arbitrator. The third arbitrator shall be selected by the two named arbitrators from the list of the current active members of the American Arbitration Association. The arbitration shall be binding, final, not appealable, enforceable and in lieu of any right to sue or seek other arbitration in any court or tribunal. Notwithstanding the foregoing, either you or any of the AR Global Entities shall be entitled to apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, permanent injunction or other equitable relief, without breach of this arbitration provision.
14. EQUITABLE RELIEF. You acknowledge that any use or threatened use of the Web site or Content in a manner inconsistent with these Terms and Conditions shall cause immediate irreparable harm to AR Global and/or the other AR Global Entities for which there is no adequate remedy at law. Accordingly, you acknowledge and agree that AR Global and the other AR Global Entities shall be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such breach or threatened breach by you. You agree and stipulate that AR Global and the AR Global Entities shall be entitled to such injunctive relief without posting a bond or other security; provided however that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in the amount of $1000 shall be sufficient. Nothing contained herein shall limit the right of AR Global or any other AR Global Entities to any remedies at law, including without limitation the recovery of damages from you for breach of these Terms and Conditions, as applicable.
15. ASSIGNMENT. YOU WILL NOT ASSIGN, INCLUDING WITHOUT LIMITATION BY OPERATION OF LAW, CHANGE OF CONTROL OR OTHERWISE, YOUR RIGHTS OR LICENSES TO THE WEB SITE PROVIDED UNDER THESE TERMS AND CONDITIONS, EITHER IN WHOLE OR IN PART WITHOUT THE PRIOR WRITTEN CONSENT OF AR GLOBAL. AR GLOBAL SHALL HAVE THE RIGHT TO ASSIGN THESE TERMS AND CONDITIONS. ANY ATTEMPT TO ASSIGN THESE TERMS AND CONDITIONS CONTRARY TO THIS SECTION WILL BE VOID AND HAVE NO EFFECT.
16. COPYRIGHT AND TRADE NAMES. ALL OF THE INFORMATION ON THE WEB SITE, INCLUDING TEXT, IMAGES, GRAPHICS AND SOFTWARE, IS THE PROPERTY OF AR GLOBAL, LLC, EXCEPT AS OTHERWISE INDICATED, AND IS PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. IN ADDITION, THE COLLECTION, ARRANGEMENT AND ASSEMBLY OF CONTENT ON THIS WEB SITE IS THE EXCLUSIVE PROPERTY OF AR GLOBAL, LLC AND IS LIKEWISE PROTECTED BY COPYRIGHT AND OTHER INTELLECTUAL PROPERTY LAWS. YOU MAY VIEW, DOWNLOAD AND REPRINT INFORMATION AND MATERIALS CONTAINED ON THIS WEB SITE (I) SOLELY FOR INFORMATIONAL PURPOSES AND FOR NO OTHER PURPOSE, AND (II) PROVIDED THAT NEITHER THE MATERIALS, NOR ANY PROPRIETARY NOTICES THEREIN ARE MODIFIED OR ALTERED IN ANY WAY.
The Web site is Copyright © 2016 AR Global Investments, LLC. All rights reserved.
Pursuant to Section 512(c)(2) of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act, AR Global Investments, LLC doing business as AR Global designates an agent as described below, to receive notifications of claimed infringement:
Legal name and address of service provider:
AR Global Investments, LLC
Name under which service provider does business:
Designated agent’s address:
405 Park Avenue, 14th
New York, NY 10022
Telephone of designated agent:
The Web site features trade names, logos and other trademarks and service marks that are the property of, or are licensed to, AR Global Investments, LLC or other AR Global Entities. The Web site may also include trademarks or service marks of third parties. All of these trademarks are the property of their owners and you agree not to use or display them in any manner without the prior written permission of the applicable trademark owner. You also agree not to use, copy, modify or display any of these marks in any manner likely to cause confusion or in any manner that disparages or discredits any AR Global Entities.
17. NOTICE. Any notice required or allowed under these Terms and Conditions shall be deemed properly given and effective upon (a) (i) actual delivery, if delivery is by hand; (ii) upon receipt by the transmitting party of confirmation or answer back, if delivery is by telex, telegram or facsimile; (iii) five (5) days after delivery into the regular mail, postage prepaid by registered or certified mail, return receipt-requested to the respective party at the following address; or (b) if you have provided an email address, to you immediately upon transmittal of an email to such email address: If to you: Such notice will be sent to you based on the contact information you have submitted to AR Global. If to AR Global: 405 Park Avenue New York, NY 10022 ATTENTION: General Counsel or at such other address as the parties may designate by notice given pursuant to this clause.
18. GENERAL. THE TERMS AND CONDITIONS AND THE RELATIONSHIP BETWEEN YOU AND AR GLOBAL AND THE OTHER AR GLOBAL ENTITIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS. Subject to Section 13 (Arbitration), you and AR Global agree to submit to the non-exclusive jurisdiction of the courts located within the City of New York, New York, provided that any lawsuits or other claims brought by you must be brought exclusively within the City of New York, New York. You hereby consent and submit to the exclusive in personam jurisdiction of such courts, waive any objection based on forum non conveniens and waive any objection to venue of any action instituted hereunder to the extent that an action is brought in the courts identified above. The failure of AR Global to exercise or enforce any right or provision of the Terms and Conditions shall not constitute a waiver of such right or provision. If any provision of the Terms and Conditions is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms and Conditions remain in full force and effect. The section titles in the Terms and Conditions are for convenience only and have no legal or contractual effect. AR Global shall not be liable for delays or failure to make the Web site (including without limitation the Content) available if due to any cause or conditions beyond AR Global’s reasonable control, including, but not limited to, delays or failures due to acts of God, acts of civil or military authority, fire, flood, strikes, wars, failure of the Internet backbone or shortage of power. AR Global agrees to make the Web site available hereunder as an independent contractor, and in no event shall the employees and/or agents of AR Global or any of the other AR Global Entities be deemed your employees and/or agents. Each party acknowledges that it is not entering into these Terms and Conditions on the basis of any representation not expressly contained in the Terms and Conditions. The Terms and Conditions constitutes the entire agreement between you and AR Global (and the other AR Global Entities) concerning this subject matter, and supersedes and cancels any and all prior or contemporaneous agreements or contracts, whether written or oral.