BUYER SUPPLEMENT

TO THE FLUTTERFLOW TERMS OF SERVICE

This Buyer Supplement to the FlutterFlow Terms of Service (this “Buyer Supplement”) supplements the FlutterFlow Inc. Terms of Service (the “Terms”), which are hereby incorporated by reference herein as if set forth in full in the body hereof. This Buyer Supplement and the Terms will be collectively referred to herein as the “Agreement.” By accessing or using the Marketplace, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by this Buyer Supplement. To the extent any terms in this Buyer Supplement conflict with terms in the Terms, the applicable terms of this Buyer Supplement will take precedence. All capitalized terms used but not defined herein have the meanings set forth in the Terms.

Buyer’s Role on the Marketplace. The Company’s marketplace platform (the “Marketplace”) allows Buyers to access, purchase and download User Content made available by other Users (“Sellers”) on the Marketplace that Buyers may use within the Service (collectively, the “Seller Content”). Buyers can also participate in community forums (including https://community.flutterflow.io/home) as part of the use of and for receiving support for any Seller Content.
Paid Services

General. Certain aspects of the Marketplace, including the Seller Content, may be provided for a fee or other charge. If you elect to use paid aspects of the Marketplace, you agree to our Pricing and Payment Terms, which are hereby incorporated by reference herein, as we may update them from time to time. For any transaction you make through the Marketplace, you agree that a certain percentage of the total transaction amount, as described in the Pricing and Payment Terms, may be paid to or retained by Company, and you acknowledge that we may update this percentage and/or our compensation scheme from time to time. You also acknowledge that any transaction made through the Marketplace may be subject to Third-Party Fees (as defined below), as described in the Pricing and Payment Terms. Company may add new services or Seller Content for additional fees and charges, and may add or amend fees and charges for existing services or Seller Content, at any time, in its sole discretion. Any change to our Pricing and Payment Terms will become effective in the billing cycle following notice of such change to you as provided in the Agreement. Unless otherwise expressly agreed by Company in writing, Buyer will not pay any Seller directly for any services or Seller Content provided through or in connection with the Marketplace.
Definitions

“Subscription Fee” means the recurring amount Buyer pays as consideration for a subscription to Seller Content and any other services the Seller may offer to subscribed Buyers (“Subscription”); such fee is the sum of the applicable Company Fee, the Seller Fee, and any applicable Third-Party Fees.

“Company Fee” means the portion of the Subscription Fee that Company may retain as consideration for providing the Marketplace.

“Seller Fee” means the portion of the Subscription Fee that is owed by Company to a Seller as consideration for such Seller’s provision of Seller Content.

“Third-Party Fees” means, individually and collectively, the portions of the Subscription Fees and Seller Fees retained by third parties such as Apple, Stripe, Inc. (“Stripe”) and other third-party payment processors that we may engage from time to time in our sole discretion.

Payments by Buyers

General

Buyer agrees to pay Company all fees, which may include a one-time payment for Seller Content, the Subscription Fee, Company Fee, Seller Fee, and/or Third-Party Fees (together, the “Fees”) on the terms set forth herein and in the Pricing and Payment Terms. Company will process and collect the Fees in accordance with this Buyer Supplement and the Pricing and Payment Terms. Company cannot control any Fees that may be charged to Buyer by your bank related to Company’s collection of the Subscription Fees, and Company disclaims all liability in this regard.

To the extent that Company collects Seller Fees from Buyer for transmission to a Seller, it does so on behalf of such Seller as such Seller’s limited payment collection agent. Accordingly, payment of the Seller Fees to Company will be considered the same as payment of Seller Fees made directly by Buyer to a Seller. Upon Buyer’s payment of Seller Fees to Company, Buyer’s payment obligation to a given Seller is extinguished in an amount equal to the payment for Seller Fees made to Company, and Company is responsible for remitting such Seller Fees to such Seller (less any applicable Third-Party Fees).

In connection with payments of Fees, Buyer will be asked to provide customary billing information such as name, billing address, and credit card information to Company or its third-party payment processor (which may include, without limitation, [Apple or Stripe]). Buyer hereby authorizes the collection of such amounts by charging the Buyer’s designated payment method or credit or debit card, either directly by Company or indirectly via a third-party online payment processor or by one of the payment methods described on the Marketplace. If Buyer is directed to Company’s third-party payment processor, Buyer will be subject to terms and conditions governing the use of that third party’s service and to that third party’s personal information collection practices. Please review such terms and conditions and privacy policy before using such third party’s services. Buyer acknowledges and understands that third-party payment processors may collect and retain Third-Party Fees whenever Buyer pays Subscription Fees. Subscription Fees are provided on the Marketplace for each applicable Seller in U.S. dollars. Except as otherwise provided herein, the Fees are non-refundable.

Subscriptions

Automatic Renewals. The Subscriptions are available on an automatically renewing subscription basis. For the most current information about the Subscription Fees, please review our Pricing and Payment Terms. EACH OF YOUR SUBSCRIPTIONS WILL AUTOMATICALLY RENEW AT THE END OF THE SUBSCRIPTION TERM IDENTIFIED AT THE TIME OF YOUR SUBSCRIPTION FOR SUBSEQUENT TERMS EQUAL IN LENGTH TO THE INITIAL SUBSCRIPTION TERM (EACH SUCH PERIOD, A “SUBSCRIPTION TERM”) UNLESS AND UNTIL YOU CANCEL THE APPLICABLE SUBSCRIPTION IN ACCORDANCE WITH THE CANCELLATION PROCEDURES IDENTIFIED IN SECTION 2.3(ii)3 OF THIS BUYER SUPPLEMENT.
Automatic Billing and Policies. When you purchase a Subscription, you expressly acknowledge and agree that: (A) Company and/or its third-party payment processors are authorized to charge you, at the beginning of each Subscription Term, the Subscription Fee for the applicable Subscription, any applicable taxes, and any other charges you may incur in connection with your purchase and use of the Subscription, subject to adjustment in accordance with the terms and conditions of the Agreement, for as long as your Subscription continues; and (B) your Subscription is continuous until the earlier of (X) your cancellation of such Subscription and (Y) the suspension, discontinuation, or termination of your access to such Subscription or to the Marketplace in accordance with the Agreement. You acknowledge and agree that the amount billed may vary due to promotional offers, changes in the Subscription Fees in accordance with the Pricing and Payment Terms, and/or changes in applicable taxes, and you authorize us to charge your payment method for the changed amounts.
Cancellation Procedure. To cancel any Subscription, you must notify us at least seven (7) days before the start of the next Subscription Term, using the appropriate functionalities of the Marketplace from your User Account. You will continue to have access to the Subscription through the end of your billing period.
Cancellation. You may cancel any Subscription and/or your User Account at any time, at your sole discretion; however, you acknowledge and agree that you may not be refunded any Subscription Fees for any such cancellation, including, without limitation, for any unused time on the Subscription. YOU UNDERSTAND AND AGREE THAT, IN THE EVENT THAT: (A) COMPANY SUSPENDS OR TERMINATES YOUR SUBSCRIPTION, YOUR USER ACCOUNT OR THE AGREEMENT FOR YOUR BREACH OF THE AGREEMENT; OR (B) YOU CANCEL YOUR SUBSCRIPTION, YOU WILL RECEIVE NO REFUND FOR SUCH CANCELLATION OF FOR ANY UNUSED TIME ON YOUR SUBSCRIPTION OR FOR ANY PRE-PAYMENTS MADE IN CONNECTION WITH YOUR SUBSCRIPTION.

Termination by Company; No Refunds. In the event that Company suspends or terminates your User Account or the Agreement, you understand and agree that you will receive no refund or exchange for any unused time on a Subscription, any license or subscription fees for any portion of the Marketplace, any content or data associated with your User Account, or for anything else. Company may, in its sole discretion, issue refunds on behalf of Sellers, as applicable, for any transaction that occurred through the Marketplace.
Payment Information; Taxes. All information that you provide in connection with a monetary transaction interaction with the Marketplace must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a monetary transaction interaction with the Marketplace at the prices in effect when such charges are incurred. You will pay all applicable taxes, if any, relating to any monetary transaction interactions with the Marketplace.

FlutterFlow Marketplace Licenses.

Open Source License. Buyer may access and use the Seller Content under the MIT License below.

Permission is hereby granted, free of charge, to any person obtaining a copy of this software and associated documentation files (the “Software”), to deal in the Software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the Software, and to permit persons to whom the Software is furnished to do so, subject to the following conditions:

THE SOFTWARE IS PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. IN NO EVENT SHALL THE AUTHORS OR COPYRIGHT HOLDERS BE LIABLE FOR ANY CLAIM, DAMAGES OR OTHER LIABILITY, WHETHER IN AN ACTION OF CONTRACT, TORT OR OTHERWISE, ARISING FROM, OUT OF OR IN CONNECTION WITH THE SOFTWARE OR THE USE OR OTHER DEALINGS IN THE SOFTWARE.

Single Use Individual License. Buyer may access and use the Seller Content in applications used for internal business or personal purposes. Buyer is not allowed to redistribute, resell, or incorporate the Seller Content in applications built for third parties. Buyer will pay a one-time fee or Subscription Fees granting usage in one single application.
Single Use Commercial License. Buyer may access and use the Seller Content in applications used for internal business, personal purposes, or applications built for third parties. The Buyer will pay a one-time fee or recurring subscription granting usage in one single application.

Support; Disputes with Sellers. You acknowledge and agree that you will direct any maintenance or support issues or disputes you may have arising out of the Seller Content to the Seller at the contact information provided with the Seller Content. You are solely responsible for your interactions with other Users, including the Seller. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
Release. You hereby release Company from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Marketplace. You additionally hereby release each Seller with whom/which you have interacted from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of or resulting from your access to or use of any service or deliverable provided to you by such Seller on or through the Marketplace. In addition, each User waives any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
Disclaimer.

Sellers are not employees, partners, representatives, agents, joint venturers, independent contractors or franchisees of Company. Company does not provide the Seller Content and does not employ individuals or engage entities to provide the Seller Content. Company operates as an online marketplace that connects Buyers with Sellers. Regardless of whether a particular Seller appears as “vetted,” “verified” or something similar, the Marketplace is intended as an information resource and not an advisory service; it is your responsibility to determine the quality and credibility of information obtained, as well as the reasonableness of relying on such information for a particular use.

You are solely responsible for your interactions with other Users. You acknowledge, agree, and understand that you are solely responsible for assessing and verifying any information about other Users, including any User Content and/or Feedback associated with such User. Company does not make any representations about, or guarantee the truth or accuracy of, any User Content or Feedback, and does not guarantee any User’s suitability for any purpose (regardless of whether a particular Seller appears as “vetted,” “verified” or something similar). We reserve the right, but have no obligation, to monitor disputes between you and other Users, and we will have no liability for your interactions with other Users, or for any User’s action or inaction.

Users hereby acknowledge that Company does not supervise, scope, direct, control or monitor the Seller Content or anything else a Seller may offer or provide through or in connection with the Marketplace. Company expressly disclaims (to the extent permitted by law) any responsibility and liability for the Seller Content and anything else a Seller may offer or provide in any manner, including but not limited to, any warranty or condition of good and workmanlike services, warranty or condition of quality or fitness for a particular purpose, or compliance with any law, statute, ordinance, regulation, or code. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

Company makes no representations about and does not guarantee, and you agree not to hold Company responsible for: the quality, safety, or legality of any Seller Content provided by a Seller; any User’s conduct in the Marketplace or any other User-to-User interaction; a Seller’s failure to provide Seller Content or any other promised content, or the ability of a Seller to deliver services; the qualifications, background, or identities of Users; the ability of a Buyer to pay sums due in connection with any Seller Content provided through or in connection with the Marketplace; or any User Content, Feedback, and/or other statements or posts of Users. You hereby irrevocably and forever waive any and all claims you may have with respect to the foregoing.

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SELLER SUPPLEMENT

TO THE FLUTTERFLOW TERMS OF SERVICE

This Seller Supplement to the FlutterFlow Terms of Service (this “Seller Supplement”) supplements the FlutterFlow Inc. Terms of Service (the “Terms”), which are hereby incorporated by reference herein as if set forth in full in the body hereof. This Seller Supplement and the Terms will be collectively referred to herein as the “Agreement.” By accessing or using the Marketplace, or by clicking a button or checking a box marked “I Agree” (or something similar), you signify that you have read, understood, and agree to be bound by this Seller Supplement. To the extent any terms in this Seller Supplement conflict with terms in the Terms, the applicable terms of this Seller Supplement will take precedence. All capitalized terms used but not defined herein have the meanings set forth in the Terms.

Seller’s Role on the Company Platform. The Company’s platform marketplace (the “Marketplace”) allows Sellers to share and sell User Content via the Marketplace for Buyers to use within the Service (collectively, the “Seller Content”). Seller can also interact with other Users in community forums (including https://community.flutterflow.io/home) to provide support for the Seller Content to Buyers.
Seller Eligibility Criteria. In order to use the Marketplace as a Seller, you must (i) maintain an active User Account in connection with the Service; and (ii) successfully complete any other requirements and/or steps imposed by Company in its sole discretion from time to time.
Representations and Warranties of Seller. Seller represents and warrants that:

any materials provided by Seller through or in connection with the Marketplace will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights or other rights of any third party; and
Seller is party to no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of the Agreement; Seller will not disclose any information to any User or other third party which would conflict with any laws or confidentiality obligations by which Seller is bound; and Seller will not enter into any such conflicting agreement, relationship or commitment while acting as a Seller.

No Agency or Employment Relationship. Nothing in the Agreement will in any way be construed to constitute Seller as an agent, employee or representative of any User or of Company, or to create a joint venture between any of the parties. Seller acknowledges, agrees, and understands that Seller is not an employee of Company, and that Seller is not eligible for any of the rights or benefits of employment (including unemployment and/or workers compensation insurance). We do not, and will not be deemed to, direct or control your performance under the Agreement, including in connection with any Seller Content or support services you provide.
Seller Responsibilities. Seller is solely responsible (i) for all tax liability associated with payments received by Seller through the Marketplace, and Seller acknowledges that Company will not withhold any taxes from payments to Seller; (ii) for obtaining any liability, health, workers’ compensation, disability, unemployment, or other insurance needed, desired, or required by law, and Seller acknowledges that Seller is not covered by or eligible for any insurance from Company; (iii) for determining whether Seller is required by applicable law to issue any particular invoices, and for issuing any invoices so required; (iv) for determining whether Seller is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges, and for remitting any such taxes or charges to the appropriate authorities; and (v) if outside of the United States, for determining if Company is required by applicable law to withhold any amount from the Seller, and for notifying Company of any such requirement and indemnifying Company for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Company, Seller agrees to promptly and diligently cooperate with Company and to provide copies of Seller’s tax returns and other documents as may be reasonably requested for the purposes of such audit, including but not limited to, records showing Seller is engaging in an independent business as represented to Company.
Seller Profile; Seller Content. Each Seller will create a public, individual profile that will contain Seller’s support contact information and other information Seller chooses to add (“Seller Profile”) to assist Users with questions and technical support for the Seller Content. Company reserves the right to approve or reject, in its sole discretion, the publication of any Seller Profile and/or any Seller Content on the Marketplace. It is Seller’s responsibility to ensure that all content comprising the Seller Profile is accurate, complete and up to date, and Seller agrees not to offer any Seller Content on or through the Marketplace unless Seller’s Seller Profile is accurate, complete and up to date. Company has the right (but not the obligation), in its sole discretion, to verify information provided by or about Seller or the Seller Content. If requested, Seller agrees to diligently assist Company in this process.
FlutterFlow Marketplace Licenses. Seller acknowledges and agrees that, at Seller’s discretion, Seller may make the Seller Content available to Buyers to access and use under either (i) the open source MIT License listed below at Section 7.1; or (ii) the Single Use Individual License pursuant to Section 7.2 or the Single Use Commercial License pursuant to Section 7.3.

Open Source License. Buyer may access and use the Seller Content under the MIT License below.

Single Use Individual License. Buyer may access and use the Seller Content in applications used for internal business or personal purposes. Buyer is not allowed to redistribute, resell, or incorporate the Seller Content in applications built for third parties. Buyer will pay a one-time fee or Subscription Fees granting usage in one single application.
Single Use Commercial License. Buyer may access and use the Seller Content in applications used for internal business, personal purposes, or applications built for third parties. The Buyer will pay a one-time fee or recurring subscription granting usage in one single application.

Payment

Definitions

“Subscription Fee” means the recurring amount a User pays as consideration for a subscription to Seller’s Seller Content and any other services Seller may offer to subscribed Users (“Subscription”); such fee is the sum of the applicable Company Fee, the Seller Fee, and any applicable Third-Party Fees.

“Company Fee” means the portion of the Subscription Fee that Company may retain as consideration for providing the Marketplace.

“Seller Fee” means the portion of the Subscription Fee that is owed by Company to Seller as consideration for Seller’s provision of Seller Content.

“Third-Party Fees” means, individually and collectively, the portions of the Subscription Fees and Seller Fees retained by third parties such as Apple, Stripe, Inc. (“Stripe”), and other third-party payment processors that we may engage from time to time in our sole discretion.

Compensation

Seller acknowledges that Users will pay the fees, which may include the Subscription Fee, Company Fee, Seller Fee, and Third-Party Fees (together, the “Fees”) through the Marketplace. Seller agrees that Company or any party designated by Company may collect Seller Fees owed to Seller as Seller’s limited payment collection agent for the limited purpose of accepting such funds, and Seller hereby appoints Company as its payment collection agent solely for such purpose. Seller agrees that any payment of Seller Fees (less the applicable Third-Party Fees) through or in connection with the Marketplace will be considered the same as a payment made directly to Seller, and Seller will provide the services offered to subscribed Users to a given User in the agreed-upon manner as if Seller received the payment of Seller Fees directly from such User. Upon successful payment to Company of the Seller Fees due to Seller by a User, such User’s payment obligation to Seller for the Seller Fees is terminated, and Company is solely responsible for remitting the funds it receives from such User to Seller, subject to the terms herein. Seller understands that Company’s obligation to pay Seller is subject to successful receipt of the Seller Fees from a given User, and Company is liable to Seller only for the payment of amounts it successfully receives from such User (less the applicable Company Fees and/or Third-Party Fees). Company assumes no liability for any acts or omissions of any User. Seller hereby authorizes Company to issue refunds to Users and agrees to comply with any refunds issued by Company.

All payments from Company to Seller will be made by Company or the third-party payment processor of Company’s choice. Seller acknowledges and understands that third-party payment processors may retain Third-Party Fees, as described in the Pricing and Payment Terms, which are hereby incorporated by reference herein, whenever Company remits to Seller any Seller Fees. In the event a payment from a User that is directed to Seller is charged-back, refunded, or reversed, Company, in its sole discretion, may either (i) reduce or set off against any amounts to be remitted or otherwise due to Seller hereunder by an amount equal to such chargeback, refund, or reversal amount, or (ii) provided that Seller has already received the amounts, invoice Seller for an amount equal to such chargeback, refund, or reversal, and Seller will pay to Company such invoiced amount within thirty (30) calendar days of the invoice date.

To ensure proper payment, Seller is solely responsible for providing and maintaining accurate and complete contact and payment information associated with Seller’s User Account, including, without limitation, applicable tax information, and for maintaining an account with the third-party payment processor of Company’s choice, if needed. If we believe that we are obligated to obtain tax information related to Seller, and Seller does not provide this information to us after we have requested it, we may withhold payments due to Seller until Seller provides this information or otherwise satisfies us that Seller is not a person or entity from whom/which we are required to obtain such tax information. Any third-party fees related to returned or cancelled payments due to an error or omission in Seller’s contact or payment information may be deducted from the newly issued payment. If Seller disputes any payment made hereunder, Seller must notify us in writing within thirty (30) days of such payment or from when Seller purports such payment would have been due, whichever is earlier. Failure to so notify us will result in the waiver by Seller of any claim relating to such disputed payment. Payment will be calculated solely based on records maintained by Company, and no other measurements or statistics of any kind will be accepted by Company or have any effect hereunder. Seller will have no audit rights hereunder.

Non-Circumvention

You acknowledge and agree that a substantial portion of the compensation Company receives for making the Marketplace available is collected as described in the Pricing and Payment Terms, and that, in exchange, a substantial value to you is the relationships formed with the community of Users. Therefore, you agree to use the Marketplace as your exclusive method of interacting with a substantial portion of the community of Users who purchase your Seller Content, and you will not provide or otherwise make available Seller Content outside of the Marketplace. Additionally, you may not request through the Marketplace a Subscription Fee lower than that actually agreed upon between you and a User, or otherwise have a User transfer funds to you outside of the Marketplace in exchange for User’s use of the Marketplace, the Seller Content, or any portion thereof. For clarity, this Section 9 does not apply to your User Content that you otherwise own and make available outside of the Marketplace. If you use the Marketplace as an employee, agent, or representative of an entity, then the restrictions of this Section 9 apply to you and other employees, agents, and representatives of that entity or its successor.

You acknowledge and agree that a violation of this Section 9 is a material breach of the Agreement. If you violate the above terms set forth in this Section 9, in addition to any other right and remedy available to Company at law or in equity, Company may suspend or terminate your User Account and/or charge you US$500.00 for each such violation (each, a “Non-Circumvention Payment”), as liquidated damages and not as a penalty, on account of the great difficulty of ascertaining and proving the amount of such damage. In satisfaction of the Non-Circumvention Payment, Company may withhold any amounts due to Seller in connection with any future transaction or transactions made through the Marketplace to which Seller is a party, and Seller hereby authorizes Company to instruct its payment processor to remit all such amounts to Company.

You agree to notify Company immediately if a User suggests to you making or receiving payments for the Seller Content other than through the Marketplace in violation of this Section 9. If you are aware of a breach or potential breach of this Section 9, please contact us at team+tos@flutterflow.io.

Support and Disputes with Buyers. You acknowledge and agree that you will address any maintenance or support issues or disputes Buyers may have arising out of the Seller Content, and that customer support for Seller Content is the sole responsibility of Seller. Failing to provide proper customer support may result in the Seller or the Seller Content’s removal from the Marketplace. You are solely responsible for your interactions with other Users, including the Buyer. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Company shall have no liability for your interactions with other Users, or for any User’s action or inaction.
Release. You hereby release Company from all damages (whether direct, indirect, incidental, consequential, or otherwise), losses, liabilities, costs, and expenses of every kind and nature, known and unknown, arising out of a dispute between you and a third party (including other Users) in connection with the Marketplace. In addition, each User waives any applicable law or statute, which says, in substance: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, AND THAT IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”