Privacy Policy
1. Contractual Relationship
These terms of service constitute a legally binding agreement (the “Agreement”)
between you and TRUKKR PVT LTD., (Registration number X) (“TRUKKR”,
“we”, “us” or “our”), by which expression includes our legal representatives,
administrators, successors-in-interest, permitted assigns and affiliates
(“Affiliates”).
This Agreement governs your use of the TRUKKR applications, website, call
center and technology platform (collectively, the “TRUKKR Platform”).
PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR
USING THE TRUKKR PLATFORM. IF YOU DO NOT AGREE TO BE BOUND
BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT
USE OR ACCESS THE TRUKKR PLATFORM.
Your access and use of the TRUKKR Platform constitutes your agreement to be
bound by this Agreement, which establishes a contractual relationship between
you and TRUKKR. TRUKKR may immediately terminate this Agreement with
respect to you, or generally cease offering or deny access to the TRUKKR
Platform or any portion thereof, at any time for any reason without notice.
Supplemental terms may apply to certain Services (as defined below), such as
policies for a particular event, loyalty programme, activity or promotion, and such
supplemental terms will be disclosed to you in connection with the applicable
Services. Supplemental terms are in addition to, and shall be deemed a part of,
this Agreement for the purposes of the applicable Services. Supplemental terms
shall prevail over this Agreement in the event of a conflict with respect to the
applicable Services.
TRUKKR may amend this Agreement from time to time. Amendments will be
effective upon TRUKKR’s posting of an updated Agreement at this location or the
amended policies or supplemental terms on the applicable Service. Your
continued access or use of the TRUKKR Platform after such posting constitutes
your consent to be bound by this Agreement, as amended.
Our collection and use of personal information in connection with the TRUKKR
Platform is as provided in TRUKKR’s Privacy Policy located at
https://www.TRUKKR.pk. TRUKKR may provide to a claims processor or an
insurer any necessary information (including your contact information) if there is
a complaint, dispute or conflict, which may include an accident, involving you and
a third party provider and such information or data is necessary to resolve the
complaint, dispute or conflict.
2. The TRUKKR Platform
The TRUKKR Platform provides a digital network which functions as a
marketplace where persons (“Users”) who seek transportation services, the
delivery of goods, products, restaurant meals, e-payment services, and/or
logistics services (“Services”) can be matched with persons , including drivers
“Transporters” who can provide the Services. Each User shall create a User
account that enables access to the TRUKKR Platform. Any decision by a User to
make use of or accept Services is a decision made in such User’s sole
discretion. Each Service provided by a Transporter or other third party provider to
a User shall constitute a separate agreement between such persons.
Materials posted on the TRUKKR Platform are not intended to amount to advice
on which reliance should be placed. We therefore disclaim all liability and
responsibility arising from any reliance placed on such materials by any visitor to
the TRUKKR Platform, or by anyone who may be informed of any of its contents.
We aim to update the TRUKKR Platform regularly and may change the content
at any time. If the need arises, we may suspend access to the TRUKKR Platform
and the Services or close them indefinitely. Any of the material on the TRUKKR
Platform or the Services may be out of date at any given time, and we are under
no obligation to update such material.
License.
Subject to your compliance with this Agreement, TRUKKR grants you a limited,
non-exclusive, non-sub-licensable, revocable, non-transferrable license to: (i)
access and use the TRUKKR Platform solely in connection with your use of the
TRUKKR Platform; and (ii) access and use any content, information and related
materials that may be made available through the TRUKKR Platform, in each
case solely for your personal, non-commercial use. Any rights not expressly
granted herein are reserved by TRUKKR and TRUKKR’s licensors.
Third Party Services and Content.
The TRUKKR Platform may be made available or accessed in connection with
third party services and content (including advertising) that TRUKKR does not
control. You acknowledge that different terms of use and privacy policies may
apply to your use of such third party services and content. TRUKKR does not
endorse such third party services and content and in no event shall TRUKKR be
responsible or liable for any products or services of such third party providers.
Additionally, Apple Inc., Google, Inc., and/or their applicable international
subsidiaries and affiliates will be third-party beneficiaries to this contract if you
access the TRUKKR Platform using applications developed for Apple iOS or
Android-powered mobile devices, respectively. These third party beneficiaries
are not parties to this contract and are not responsible for the provision or
support of the TRUKKR Platform in any manner. Your access to the TRUKKR
Platform using these services or applications is subject to terms set forth in the
applicable third party beneficiary’s terms of service.
TRUKKR Platform Ownership.
The TRUKKR Platform and all rights therein are and shall remain TRUKKR’s
property or the property of TRUKKR’s licensors. Neither this Agreement nor your
use of the TRUKKR Platform grant to you any rights: (i) in or related to the
TRUKKR Platform except for the limited license granted above; or (ii) to use or
reference in any manner TRUKKR’s company names, logos, product and service
names, trademarks or services marks or those of TRUKKR’s licensors without
written consent from TRUKKR.
Provision of the Services.
You acknowledge that portions of the Services may be made available under
TRUKKR’s various brands or request options, including transportation request
brands, the logistic request brands and the e-wallet brand.
You also acknowledge that the Services may be made available under such
brands or request options by or in connection with: (i) certain Affiliates; or (ii)
independent third party contractors, including transportation network company
drivers or holders of similar transportation permits, authorizations or licenses.
It is at TRUKKR’s discretion which brands or request options are made available
to you.
3. Use of the TRUKKR Platform
User Accounts.
In order to use most aspects of the TRUKKR Platform, you must register for and
maintain a User account (“Account”). Account registration requires you to submit
to TRUKKR certain personal information, such as your name, address, mobile
phone number, gender and age. You agree to maintain accurate, complete, and
up–to-date information in your Account. Your failure to maintain accurate,
complete, and up-to–date Account information may result in TRUKKR’s
termination of this Agreement with you.
You agree to maintain the security and secrecy of your Account username and
password at all times. You agree and understand that you are responsible for all
activity that occurs under your Account, even as a result of loss, damage or theft
of the device through which you access the TRUKKR Platform.
User Requirements and Conduct.
The TRUKKR Platform is not available for use by persons under the age of 18
and may only be used by individuals who can form legally binding contracts
under applicable law. You may not authorize third parties to use your Account,
You may not assign or otherwise transfer your Account to any other person or
entity. You agree to comply with all applicable laws when using the TRUKKR
Platform, and you may only use the TRUKKR Platform for lawful purposes. You
will not, in your use of the TRUKKR Platform, cause nuisance, annoyance,
inconvenience, or property damage, whether to a Transporter, other third party
provider or any other party. In certain instances, you may be asked to provide
proof of identity to access or use the TRUKKR Platform, and you agree that you
may be denied access to or use of the TRUKKR Platform if you refuse to provide
proof of identity. Failure to comply with the terms of this section or of section 5
may result in our taking certain actions against you, including but not limited to:
(i) immediate, temporary or permanent withdrawal of your right to use the
TRUKKR Platform (ii) legal action against you including proceedings for
reimbursement of all costs on an (including, but not limited to, reasonable
administrative and legal costs) resulting from the breach (iii) disclosure of such
information to law enforcement authorities as we feel is necessary and/or (iv)
immediate, temporary or permanent removal of any posting or material uploaded
by you to our Service.
Promotions, Credits, Mobile and Referral Programs.
TRUKKR, in its sole discretion, may make promotions available to any User or
potential User and in the same way cancel or rescind promotions without notice
or reason. These promotions, unless made to you, shall have no bearing
whatsoever on your Agreement or relationship with TRUKKR. TRUKKR reserves
the right to withhold or deduct credits or benefits obtained through a promotion in
the event that TRUKKR determines or believes that the redemption of the
promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in
violation of the applicable promotion terms or this Agreement.
As part of your User account, TRUKKR may provide you with access to a feature
in the TRUKKR application which may allow you to: (i) manage or faciliate
payment for Services; (ii) add and store pre-paid credit balance (“TRUKKR
Credit”); and/or (iii) transfer TRUKKR Credit to or receive TRUKKR Credit from
other Users, against payment of any applicable TRUKKR Fees and subject to
any limits on the number of transfers or the amount of TRUKKR Credit you can
send and/or receive, which Fees and limits may be modified by TRUKKR from
time to time.
When transferring TRUKKR Credit balance to another User, the amount
transferred and the applicable TRUKKR Fees (if any) will be deducted from your
User account balance and will be transferred to the other User. Once the request
for the transfer of TRUKKR Credit is completed, the transfer cannot be cancelled
or otherwise reversed. You agree that in providing you with this feature, TRUKKR
is merely enabling the transfer of TRUKKR Credit balance and is no way
responsible for the actions of the individual Users, including the reason for which
TRUKKR Credit is transferred by or to you.
Communications.
By becoming a User, you agree to receive communications from us, including via
e-mail, text message, calls, and push notifications. You agree that texts, calls or
pre-recorded messages may be generated by automatic telephone dialing
systems.
4.Charges and Payments
As a User, you agree to pay any amounts charged by TRUKKR (the “TRUKKR
Fee”) and amounts charged by Transporters or other independent third party
provider for providing Services to you (“Charges”).
After you have received Services from a Transporter or other independent third
party provider, TRUKKR: (i) may facilitate your payment of the applicable
Charges on behalf of the Transporter and (ii) may collect any applicable
TRUKKR Fee directly from you or, in the case of a cash payment, from the
relevant Transporter. Payment of the Charges and TRUKKR Fee in the above
manner shall in all cases be considered the same as payment made directly by
you to the Transporter or other independent third party provider or to TRUKKR,
as applicable. Charges and TRUKKR Fees will be inclusive of applicable taxes
where required by law, including any VAT or sales tax. Charges and TRUKKR
Fees paid by you are final and non-refundable, unless otherwise determined by
TRUKKR.
All Charges and TRUKKR Fees are due immediately and payment will be
facilitated by TRUKKR using the preferred payment method designated in your
Account, after which TRUKKR or a Transporter, as applicable, will send you a
receipt by email. If your primary Account payment method is determined to be
expired, invalid or otherwise not able to be charged, you agree that TRUKKR
may, on its own behalf, use a secondary payment method in your Account, if
available.
As between you and TRUKKR, TRUKKR reserves the right to establish, remove
and/or revise TRUKKR Fees at any time in TRUKKR’s sole discretion. Charges
may also be varied or revised at any time without your consent. Further, you
acknowledge and agree that Charges and TRUKKR Fees applicable in certain
geographical areas may increase substantially during times of high demand.
TRUKKR will use reasonable efforts to inform you of Charges and TRUKKR
Fees that may apply, provided that you will be responsible for Charges and
TRUKKR Fees incurred under your Account regardless of your awareness of
such Charges or TRUKKR Fees, as applicable, or the amounts thereof.
5. Restricted Activities
With respect to your use of the TRUKKR Platform and your participation in the
Services, you agree that you will not: (i) impersonate any person or entity (ii)
stalk, threaten, or otherwise harass any person (including other Users making
simultaneous use of the Service), or carry any weapons (iii) violate any law,
statute, rule, permit, ordinance or regulation (iv) interfere with or disrupt the
Services or the TRUKKR Platform or the servers or networks connected to the
TRUKKR Platform (v) post information or interact on the TRUKKR Platform or
with respect to Services in a manner which is false, inaccurate, misleading
(directly or by omission or failure to update information), defamatory, libelous,
abusive, obscene, profane, offensive, sexually oriented, threatening, harassing,
or illegal (vi) use narcotics or alcohol (vii) use the TRUKKR Platform in any way
that infringes any third party’s rights, including but not limited to: intellectual
property rights, copyright, patent, trademark, trade secret or other proprietary
rights or rights of publicity or privacy (viii) post, email or otherwise transmit any
malicious code, files or programs designed to interrupt, damage, destroy or limit
the functionality of any computer software or hardware or telecommunications
equipment or surreptitiously intercept or expropriate any system, data or personal
information (ix) forge headers or otherwise manipulate identifiers in order to
disguise the origin of any information transmitted through the TRUKKR Platform
(x) “frame” or “mirror” any part of the TRUKKR Platform, without our prior written
authorization or use meta tags or code or other devices containing any reference
to us in order to direct any person to any other web site for any purpose (xi)
modify, adapt, translate, reverse engineer, decipher, decompile or otherwise
disassemble any portion of the TRUKKR Platform or any software used on or for
the TRUKKR Platform (xii) rent, lease, lend, sell, redistribute, license or
sublicense the TRUKKR Platform or access to any portion of the TRUKKR
Platform (xiii) use any robot, spider, site search/retrieval application, or other
manual or automatic device or process to retrieve, index, scrape, “data mine”, or
in any way reproduce or circumvent the navigational structure or presentation of
the TRUKKR Platform or its contents (xiv) link directly or indirectly to any other
web sites (xv) transfer or sell your User account, password and/or identification
to any other party (xvi) discriminate against or harass anyone on the basis of
race, national origin, religion, gender, gender identity, physical or mental
disability, medical condition, marital status, age or sexual orientation (xvii) cause
any third party to engage in the restricted activities above
6. Disclaimer; Limitation of Liability; Indemnity
DISCLAIMER.
THE TRUKKR PLATFORM AND SERVICES ARE PROVIDED “AS IS” AND “AS
AVAILABLE.” TRUKKR DISCLAIMS ALL REPRESENTATIONS AND
WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, NOT EXPRESSLY SET
OUT IN THIS AGREEMENT, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. IN ADDITION, TRUKKR MAKES NO REPRESENTATION,
WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS,
QUALITY, SUITABILITY OR AVAILABILITY OF THE TRUKKR PLATFORM,
SERVICES OR ANY OTHER SERVICES REQUESTED THROUGH THE USE
OF THE TRUKKR PLATFORM, OR THAT THE TRUKKR PLATFORM WILL BE
UNINTERRUPTED OR ERROR-FREE. TRUKKR AND ITS AFFILIATES DO
NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF
CAPTAINS. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR
USE OF THE TRUKKR PLATFORM AND SERVICES, AND ANY SERVICE
REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU,
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
TRUKKR and its Affiliates are not responsible for the conduct, whether online or
offline, of any User, Transporter, or any other third party. You are encouraged to
use a reasonable degree of sensibility and caution when interacting with other
Users, Transporters or any other third party.
We are not required to procure insurance for, nor are we responsible for private
belongings, including the loss of private belongings as a result of theft or
snatching or because the belongings are left a vehicle.
You acknowledge that TRUKKR may have its own insurance coverage from
which you may benefit. In the event thereof, you agree to provide proper
notification of an insurance claim and accept the benefit of any insurance service
provided at your own risk and you hereby acknowledge that TRUKKR is not
acting as a broker in connection therewith, nor does it provide any guarantees,
warranties or any other assurances in connection therewith.
TRUKKR and its Affiliates expressly disclaim any liability arising from the
unauthorized use of your User account. Should you suspect that any
unauthorized party may be using your User account or you suspect any other
breach of security, you agree to notify us immediately.
Location data provided by the TRUKKR Platform is for basic location purposes
only and is not intended to be relied upon in situations where precise location
information is needed or where erroneous, inaccurate or incomplete location data
may lead to death, personal injury, property or environmental damage. Neither
TRUKKR, nor its Affiliates nor any of its content providers, guarantees the
availability, accuracy, completeness, reliability, or timeliness of location data
tracked or displayed by the TRUKKR Platform. Any of your information, including
geolocational data, you upload, provide, or post on the TRUKKR Platform may
be accessible to TRUKKR, selected partners and relevant Transporters.
LIMITATION OF LIABILITY.
TRUKKR AND ITS AFFILIATES AND ITS PARTNERS SHALL NOT BE LIABLE
FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA,
PERSONAL INJURY OR PROPERTY DAMAGE RELATED TO, IN
CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE
TRUKKR PLATFORM OR SERVICES, EVEN IF TRUKKR HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES. TRUKKR AND ITS AFFILIATES
AND ITS PARTNERS SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY
OR LOSSES ARISING OUT OF: (i) YOUR USE OF OR RELIANCE ON THE
TRUKKR PLATFORM OR THE SERVICES OR YOUR INABILITY TO ACCESS
OR USE THE TRUKKR PLATFORM OR THE SERVICES; OR (ii) ANY
TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY
TRANSPORTER OR OTHER THIRD PARTY PROVIDER, EVEN IF TRUKKR
OR ITS AFFILIATES OR ITS PARTNERS HAVE BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. TRUKKR AND ITS AFFILIATES AND ITS
PARTNERS SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN
PERFORMANCE RESULTING FROM CAUSES BEYOND OUR REASONABLE
CONTROL. YOU ACKNOWLEDGE THAT TRANSPORTER PROVIDING
TRANSPORTATION SERVICES REQUESTED THROUGH SOME REQUEST
BRANDS MAY OFFER RIDESHARING OR PEER-TO-PEER
TRANSPORTATION SERVICES AND MAY NOT BE PROFESSIONALLY
LICENSED OR PERMITTED. IN NO EVENT SHALL TRUKKR’S AND/OR AN
AFFILIATE’S AND/OR A PARTNER’S TOTAL LIABILITY TO YOU IN
CONNECTION WITH THE TRUKKR PLATFORM, THE SERVICES, ANY
WEBSITE OR APPLICATION LINKED THERETO, ANY MATERIAL POSTED
ON THE FOREGOING OR ACTS OR OMISSIONS OF OTHER PARTNERS
FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED TWO
THOUSAND UNITED STATES DOLLARS OR EQUIVALENT AMOUNT IN
ANOTHER CURRENCY.
THE TRUKKR PLATFORM MAY BE USED BY YOU TO REQUEST AND
SCHEDULE THE SERVICES WITH TRANSPORTERS BUT YOU AGREE THAT
TRUKKR, ITS AFFILIATES, AND OTHER PARTNERS HAVE NO
RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY SERVICE
PROVIDED TO YOU BY TRANSPORTERS OTHER THAN AS EXPRESSLY
SET FORTH IN THIS AGREEMENT. THE LIMITATIONS AND DISCLAIMER IN
THIS SECTION 6 DO NOT PURPORT TO LIMIT LIABILITY OR ALTER YOUR
RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED UNDER
APPLICABLE LAW.
Indemnity.
You agree to indemnify and hold TRUKKR, its Affiliates, and other partners and
their officers, directors, employees and agents harmless from any and all claims,
demands, losses, liabilities, and expenses (including attorneys’ fees) arising out
of or in connection with: (i) your use of the TRUKKR Platform and the Services or
services or goods obtained through your use of the TRUKKR Platform; (ii) your
breach or violation of this Agreement or(iii) your violation of the rights of any third
party, including Captains.
7. Dispute Resolution
Arbitration.
You agree that any dispute, claim or controversy arising out of or relating to this
Agreement or the breach, termination, enforcement, interpretation or validity
thereof or the use of the TRUKKR Platform or Services (collectively, “Disputes”)
will be settled by binding arbitration between you and any relevant Affiliate in
your jurisdiction, or between you and TRUKKR if no other Affiliate is incorporated
in your jurisdiction, except that each party retains the right to seek injunctive or
other equitable relief in a court of competent jurisdiction to prevent the actual or
threatened infringement, misappropriation or violation of a party’s copyrights,
trademarks, trade secrets, patents or other intellectual property rights. You
acknowledge and agree that you and TRUKKR are each waiving the right to a
trial by jury or to participate as a plaintiff or class in any purported class action or
representative proceeding. Further, unless both you and the relevant Affiliate
otherwise agree in writing, the arbitrator may not consolidate more than one
person’s claims, and may not otherwise preside over any form of any class or
representative proceeding. If this specific paragraph is held unenforceable, then
the entirety of this “Dispute Resolution” section will be deemed void. Except as
provided in the preceding sentence, this “Dispute Resolution” section will survive
any termination of this Agreement. This “Dispute Resolution” section applies to
all Disputes (as defined below) between you and TRUKKR and/or any of its
Affiliates.
Arbitration Process and Rules.
Any dispute, conflict, claim or controversy arising out of or broadly in connection
with or relating to the TRUKKR Platform or this Agreement, including those
relating to its validity, its construction or its enforceability (any “Dispute”) shall be
first mandatorily submitted to mediation proceedings under the International
Chamber of Commerce Mediation Rules (“ICC Mediation Rules”). If such Dispute
has not been settled within sixty (60) days after a request for mediation has been
submitted under such ICC Mediation Rules, such Dispute can be referred to and
shall be exclusively and finally resolved by arbitration under the Rules of
Arbitration of the International Chamber of Commerce (“ICC Arbitration Rules”).
The ICC Rules’ Emergency Arbitrator provisions are excluded. The Dispute shall
be resolved by one (1) arbitrator to be appointed in accordance with the ICC
Rules. The place of both mediation and arbitration shall be in the city in which the
applicable Affiliate with which you have a Dispute has its registered office. The
language of the mediation and/or arbitration shall be English, unless you do not
speak English, in which case the mediation and/or arbitration shall be conducted
in both English and your native language. The existence and content of the
mediation and arbitration proceedings, including documents and briefs submitted
by the parties, correspondence from and to the International Chamber of
Commerce, correspondence from the mediator, and correspondence, orders and
awards issued by the sole arbitrator, shall remain strictly confidential and shall
not be disclosed to any third party without the express written consent from the
other party unless: (i) the disclosure to the third party is reasonably required in
the context of conducting the mediation or arbitration proceedings; and (ii) the
third party agrees unconditionally in writing to be bound by the confidentiality
obligation stipulated herein.
8. Other Provisions
Choice of Law.
This Agreement is governed by and construed in accordance with the laws of
the jurisdiction in which the relevant Affiliate is incorporated, without giving effect
to any conflict of law principles, except as may be otherwise provided in
supplemental terms applicable to your region.
Claims of Copyright Infringement.
Claims of copyright infringement should be sent to TRUKKR at
contact@Trukkr.pk.
Notice.
TRUKKR may give notice by means of a general notice on the TRUKKR
Platform, electronic mail to your email address in your Account, or by written
communication sent to your address as set forth in your Account. You may give
notice to TRUKKR by written communication to TRUKKR’s email address at
contact@Trukkr.pk.
General.
You may not assign or transfer your rights under this Agreement in whole or in
part without TRUKKR’s prior written approval. You give your approval to
TRUKKR for it to assign or transfer its rights and obligations under this
Agreement in whole or in part, including to: (i) a subsidiary or affiliate; (ii) an
acquirer of TRUKKR’s equity, business or assets; or (iii) a successor by merger.
No joint venture, partnership, employment or agency relationship exists between
you, TRUKKR or any Transporter as a result of the contract between you and
TRUKKR or use of the TRUKKR Platform.
If any provision of this Agreement is held to be illegal, invalid or unenforceable, in
whole or in part, under any law, such provision or part thereof shall to that extent
be deemed not to form part of this Agreement but the legality, validity and
enforceability of the other provisions in this Agreement shall not be affected. In
that event, the parties shall replace the illegal, invalid or unenforceable provision
or part thereof with a provision or part thereof that is legal, valid and enforceable
and that has, to the greatest extent possible, a similar effect as the illegal, invalid
or unenforceable provision or part thereof, given the contents and purpose of this
Agreement. This Agreement constitutes the entire agreement and understanding
of the parties with respect to its subject matter and replaces and supersedes all
prior or contemporaneous agreements or undertakings regarding such subject
matter.