Masseurfinder.com Advertiser Agreement

Effective Date: December 14, 2015

Last Modified: September 19, 2018

INTRODUCTION - Welcome to Masseurfinder.com’s Advertiser Agreement. We appreciate the opportunity to explain the various terms, conditions, and provisions that govern Your creation of an Advertiser Account, and Your use of the Site for marketing and promotional purposes. You must read and consent to this Advertiser Agreement (hereinafter “Agreement”) before You may access Masseurfinder.com, or any of its associated services as an Advertiser (defined below). Please read this Agreement carefully as it impacts Your legal rights. In accessing and using the Website, You agreed to Our User Terms & Conditions of Service. In addition, as an Advertiser, You further agree to be bound by the following:


1. PRELIMINARY PROVISIONS

1.1. Party Definitions - The parties referred to in this Agreement are defined as follows:


1.1.1. Company - Intrepid Web Services, LLC is the operator of Masseurfinder.com. Hereinafter, Intrepid Web Services, LLC will be referred to as “Company.” When first-person pronouns are used in this Agreement (“Us,” “We,” “Our,” “Ours,” etc.), these provisions are referring to Company. Additionally, when the terms “the Website,” “the Site” or “Site” are used, these terms refer to www.masseurfinder.com, along with any other website published by Us (unless specifically exempt from this Agreement), and any such mobile version(s) of the same. Our Site, and the services the Site provides (“Services”), may contain images and content, including but not limited to text, software, images, graphics, data, messages, or any other information, and any other website content owned, operated, licensed, or controlled by the Company (collectively, “Materials”).


1.1.2. Advertiser - You are a user seeking to promote or otherwise advertise massage therapy services via the Site as an Advertiser. This Agreement will refer to You as “Advertiser” or “You”, or through the applicable second-person pronouns, such as “Yours.” 


1.2. What this Agreement is - This Agreement is a legal contract between You and the Company, governing Your activities as an Advertiser on this Site. You should treat it as any other legal contract by reading its provisions carefully, as they will impact Your legal rights. By becoming an Advertiser for this Site, You agree to all terms and conditions within this Agreement. If You do not agree with all of the provisions of this Agreement, You must cease all access to, and use of, the Site and any other Services provided by the Company. 


1.3. Consideration – You agree that Your acceptance of the provisions of this Agreement is supported by consideration in the form of allowing You to use Our Site and Services, which includes allowing You to become an Advertiser on the Site, and the associated promotional benefits. You acknowledge the existence and sufficiency of such consideration upon your acceptance of this Agreement.


1.4. Incorporations by Reference - The document(s) listed below provide additional rules and guidelines regarding the Website and Our Services. They are specifically incorporated by reference and are therefore part and parcel of this Agreement:


Privacy Policy

User Terms & Conditions of Service


Ad Text Guidelines


Ad Photo Guidelines


1.5. Acceptance of Agreement


1.5.1. No one is authorized to access the Site’s advertising Services unless that person has signed this Agreement. Such signature does not need to be a physical signature. You indicate acceptance of the Agreement by checking a box, clicking a link or button, or taking any action indicating Your assent to be bound by the Agreement.


1.5.2. You hereby warrant that You are over eighteen (18) years of age and are competent and have the legal authority to enter into contracts.


1.6. You acknowledge that You are aware of the laws, regulations, policies and community standards in your jurisdiction, and You will comply in with all applicable laws, regulations, policies or standards in connection with Your use of the Site or Services. You specifically agree not to use the Services or access the Site if doing so would violate the laws of Your state, province, or nation.


1.7. Revisions to this Agreement

1.7.1. Revisions. We reserve the right to make changes to Our Website, Services, policies or this Agreement at any time. You agree that We have this right. You agree that the version of the Agreement you most recently accepted will be applicable to you. 


1.7.2. Severability. If any term or condition of this Agreement is determined to be invalid, void, or for any reason unenforceable, that term or condition shall be severable and shall not affect the validity and enforceability of any remaining terms or conditions. 


2. THE WEBSITE AND SERVICES

2.1. The Website acts as a passive conduit, providing an online venue and database for the publication and distribution of information created and provided by Advertisers to advertise and promote their massage therapy services. The Company does not verify this information and does not guarantee the accuracy, completeness, or timeliness of the information or claims contained therein. 


2.2. The Company does not investigate, review, validate, confirm or endorse the representations, qualifications or abilities of any Advertiser on the Website, nor does it guarantee or endorse the quality or efficacy of any services they offer. Advertisers are solely responsible for the content they provide and post on the Website, and users are responsible for confirming the qualifications of any Advertiser and for determining the appropriateness of any service or suitability of any provider for the user’s needs.


2.3. The Site provides certain tools for Advertisers, including an online portal to create and manage ads; start, change, or cancel Advertising Subscriptions; and/or take other actions with regard to Advertiser Accounts. We also seek to provide assistance to address billing issues or concerns. You agree that We are entitled to change or eliminate any such services or features at any time. You further agree that, in Our sole discretion, We may choose to provide services to Website users or other customer support, but We are not obligated to do so under this Agreement or otherwise. You expressly agree that We are not required to provide any specific support of any kind for administration of Advertiser Accounts or Services. 


2. ADVERTISER ACCOUNT & SERVICES

2.1. Advertiser Account



2.1.1. To access certain features of the Site and Services, You must register as an Advertiser on the Site, thereby creating a special type of user account allowing You to advertise Your massage therapy services (“Advertiser Account”). Activation of Your Advertiser Account is contingent upon receipt of valid payment for purchase of an Advertising Subscription, as explained below in Section 2.2. We further reserve the right to accept or reject your request to create an Advertiser Account in our sole discretion. Our acceptance of You as an Advertiser or establishment of an Advertiser Account does not constitute approval, confirmation, promotion, or endorsement of You, your actions or representations, or any services you advertise, offer or promote through the Website.



2.1.2. In addition to any information requested by Us to create Your Advertiser Account, You may be asked to provide additional age verification, identification, and/or certification documents. You acknowledge that the form, content, and nature, and ultimate validity of such documentation is within Our sole discretion, and agree to promptly comply with Our requests for such documentation.


2.1.3. You agree that you will not use Your Advertiser Account for any illegal, unauthorized, deceptive or otherwise improper purpose.


2.1.4. You warrant that all information provided in creating Your Advertiser Account is true, accurate, current, and complete. You also agree that You are responsible for maintaining the accuracy of such information throughout Your tenure as an Advertiser. If You provide any information that is untrue, inaccurate, not current, or incomplete, or if We have any concerns, in our sole discretion, that such information is or may be untrue, inaccurate, not current, or incomplete, We have the right to deny, suspend, or terminate Your Advertiser Account and refuse any and all current or future use of the Site and Services by You.


2.1.5. You are prohibited from creating more than one Advertiser Account with the Site, whether directly or indirectly by use of different names or aliases.


2.1.6. You are prohibited from transferring, assigning, or selling access to Your Advertiser Account to any other party.


2.1.7. You are prohibited from creating an Advertiser Account if accessing Our Site, or participating in Our Services, violates any law(s) applicable to Your jurisdiction or any jurisdiction where you advertise or provide services.


2.1.8. You are prohibited from creating an Advertiser Account on behalf of a third party or in a representative capacity for any other party (whether an individual, corporate or other business entity). 


2.1.9. You are entirely responsible for any and all activities conducted by and through Your Advertiser Account.


2.1.10. You agree that you are utilizing the Site’s Services of your own free will, and that only You will be depicted in any advertising or will offer any services though the Site.


2.1.11. You agree to promptly notify Us of any unauthorized use of Your Advertiser Account as well as of any other suspected or actual breach of security. The Site, along with its owners, agents, employees, and affiliates hereby disclaim any and all liability arising from fraudulent entry into, and use of, the Site. In its sole discretion, We may terminate any Advertiser Account for concerns of fraudulent access, breach of security or unauthorized use, and may take any and all actions We deem appropriate under the law or by referral to law enforcement authorities.


2.3. Advertising Subscriptions & Fees


2.3.1. To use the Site and Services as an Advertiser, You must select and accept one of the Site’s advertising packages (“Advertising Subscription”). We offer a selection of Advertising Subscriptions, which provide different features and options, enabling You to maximize Your use of the Services. 


2.3.2. Rates. Pricing for each Advertising Subscription is Advertising Subscription are presented on the Site and in connection with Your establishment of an Advertising Account. For current pricing rates and details for Advertising Subscriptions, please visit: https://www.masseurfinder.com/s/signup/. Advertising Subscription rates and terms are subject to change in our discretion at any time. If we change rates or material terms as to existing Advertiser Accounts, We will provide notice of such changes and an opportunity for Advertisers to cancel within thirty (30) days. 


2.3.3. You agree to pay all fees associated with Your Advertiser Subscription and Your Advertiser Account immediately when due, and in accordance with the billing terms stated below, or as set forth by Our third party payment processor, if applicable.


2.4. Billing Terms


2.4.1. We may contract with third party payment processors concerning billings and payments relating to Your Advertiser Account. You understand and agree that we may do so and that such entities may impose additional terms and conditions governing payments and/or processing, and You are wholly responsible for abiding by the same. 



2.4.2. Automatic Recurring Billing. We may use automatic recurring billing for certain Advertising Subscriptions and payment methods, and YOU EXPRESSLY UNDERSTAND AND AGREE THAT FOR ANY SUCH ADVERTISING SUBSCRIPTION YOU ACCEPT, WE MAY AUTOMATICALLY BILL YOU OR ASSESS CREDIT CARD CHARGES TO YOU ON A RECURRING BASIS, you affirmatively consent to such charges, and you understand that you may cancel these recurring charges at any time by providing seven (7) days’ advance notice to Us of Your cancellation. 


2.4.3. Unless and until Your Advertiser Subscription is cancelled in accordance with the applicable termination provisions set forth in this Agreement, Your use of the Site authorizes the Company, or Our third party payment processor, to charge Your chosen payment method for the recurring and ongoing cost of Your selected Advertiser Subscription. Unsuccessful payment processing attempts may result in additional fees charged to the Your Advertiser Account, and/or suspension or termination of Your Advertiser Account.


2.4.4. Refunds - You understand and agree that it is Our standard policy that charges and/or fees associated with Your Advertiser Account are nonrefundable. Deviating from Our standard refund policy is within Our sole discretion.


2.4.5. You agree to pay any outstanding balance immediately upon cancellation or termination of Your Advertiser Account. This provision shall survive any termination or cancellation of this Agreement.


2.4.6. You must promptly inform Us, and Our third party payment processor (if applicable) of all changes regarding Your credit card, address, or any other information needed for billing and/or payment for the Site and Services. You acknowledge that We are permitted to check your payment method and associated information, including by use of databases and services to prevent fraud and/or identity theft. 


2.4.8. Chargebacks. You are responsible for any credit card chargebacks, cancelled payments, and/or dishonored checks along with any related fees that the Site incurs with respect to Your Advertiser Account. If You fail to reimburse Us, or the relevant third party payment processor, for any credit card chargebacks, dishonored checks, or related fees within thirty (30) days of Our initial demand for reimbursement, You agree that You will pay Us one hundred dollars ($100) in additional liquidated damages as well as any costs incurred by Us for each such fee incurred.


2.4.9. Billing Errors. If You believe that You have been erroneously billed, please provide prompt notice to Us and any third party payment processor that rendered the bill. If You do not provide notice within thirty (30) days after a charge first appears on any account statement provided to You, such charge will be deemed acceptable by You for all purposes, including resolution of inquiries made by Your credit card issuer. You release Us from all liabilities and claims of loss resulting from any error or discrepancy that is not reported to Us within thirty (30) days of the bill being rendered to You. These terms shall supplement and be in addition to any terms required by third party payment processors that We engage to provide billing services. You are responsible for review and compliance with such entity’s terms in addition to those contained in this Agreement, prior to acceptance of this Agreement.


2.4.10. Stolen Cards and Fraudulent Use of Credit Cards, Debit Cards or Payment Methods - We take credit card fraud very seriously. Discovery that any Advertiser has used a stolen or fraudulent credit or debit card, or other payment method, will result in the notification of the appropriate law enforcement agencies and termination of such Advertiser’s account.


2.5. Termination of Advertiser Account

2.5.1. You may cancel Your Advertiser Account at any time by accessing Your private Advertiser Account portal on the Website and indicating Your cancellation.


2.5.2. Termination by Us - You agree and acknowledge that We may terminate Your account with or without cause, at any time in Our sole discretion. Without limiting other remedies, We may immediately issue a warning, temporarily suspend, indefinitely suspend, or terminate Your access and use of the Site and Services at any time, with or without advance notice, if, in our sole discretion:


2.5.2.1. We believe that You have breached any material term of this Agreement or other agreements regarding use of the Site;


2.5.2.2. We are unable to verify or authenticate any information You provide to Us;


2.5.2.3. We believe that Your actions may cause legal liability for Us, Our users, or other parties; or


2.5.2.4. We decide to cease operations or to otherwise discontinue any services or options provided by the Site or parts thereof.


2.5.3. You agree that if Your access is terminated by Us, You will not attempt to regain access to the Site, using the same or different registration or payment method information, without prior written consent from Us.


2.5.4. You agree that neither the Site nor any third party acting on Our behalf shall be liable to You for any termination of Your access to any part of the Site.


3. ADVERTISER CONTENT

3.1. Advertiser Content - Advertiser Content includes any text, images, and any other content or media associated with Your Advertiser Account, published or transmitted via the Site or Services, or otherwise provided by You to the Site or to Users through the Site’s Services. Advertiser Content shall include material uploaded to the Site, including but not limited to the content of all advertisements, along with any private photographs/videos submitted to Users of the Site. You agree that any and all Advertiser Content associated with Your Advertiser Account will comply with all terms set forth in this Agreement and any other policies that govern the use of the Site and Services, including the regulations set forth in Our Ad Photo Guidelines, found here: https://www.masseurfinder.com/s/tools/ad_photo_guidelines/, and our Ad Text Guidelines, found here: https://www.masseurfinder.com/s/tools/ad_text_guidelines. We reserve the right to modify, update, and/or amend guidelines and policies at any time, and You agree to be bound by and comply with all such guidelines and policies from and after the time they are instituted. 


3.2. License to Use Your Advertiser Content:


3.2.1. License Grant - With regard to all Advertiser Content, You hereby grant Us a royalty-free, perpetual, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, transmit, create derivative works from, distribute, perform, communicate to the public, and display such Advertiser Content (in whole or in part) worldwide and/or to incorporate such Advertiser Content into any form, medium, or technology now known or later developed. Further, You hereby grant to Our Users, as defined in the User Agreement, a nonexclusive license to access the Advertiser Content via the Site and Services.


3.2.2. You understand and agree that all license rights granted to Us shall be fully sub-licensable, assignable, and transferable, within Our sole discretion. Accordingly, We reserve the right to sub-license, assign, or transfer Our right(s) in any and all Advertiser Content to a third party entity in Our discretion.


3.2.3. You understand and agree that by uploading Advertiser Content, You are consenting to the above license in its entirety, which provides Us the rights to:


3.2.3.1. Reproduce, transmit, communicate, display, or distribute Advertiser Content, on or as part of Our Site(s), on other Internet sites, or elsewhere, for promotional or commercial purposes, by means of any technology, whether now known or hereafter to become known;


3.2.3.2. Reproduce Advertiser Content in digital form of display on the Internet (alone or in combination with other works, including, but not limited to, text, data, images, photographs, illustrations, animation, graphics, video, or audio segments, and hypertext links); and/or


3.2.3.3. Adapt, modify, or alter Advertiser Content or otherwise create derivative works based upon it; and for all other reasonable promotional or commercial uses either as part of the operation of Our Site(s), or as a promotion or operation of any derivative or related businesses.


3.2.4. You represent and warrant that You have all rights, including intellectual property and publicity rights, to grant the license set out above. Advertiser Content suspected and/or determined to be infringing may result in the suspension or termination of Your Advertiser Account.


3.2.5. You acknowledge and agree that the Site is an online advertising network that can be accessed by users throughout the world. You therefore understand that any material that you post to the Site may be viewed by current and/or former friends, colleagues, associates, and acquaintances.


3.2.6. Due to the perpetual nature of the licensed rights in the Advertiser Content set forth above, removal of any such Advertiser Content is within Our sole discretion. Therefore, You understand and agree that upon termination or cancellation of Your Advertiser Account, any associated Advertiser Content may continue to be utilized by the Site and/or the Company.


3.3. Upon Your use of the Site or Services as an Advertiser, You accept sole responsibility for any activity or material associated with Your Advertiser Account. Should Your Advertiser Content violate any laws or regulatory policies, Your actions shall constitute a material breach of this Agreement.


3.4. Restrictions on Advertiser Content - Your Advertiser Content is expressly prohibited from including any of the following (violation of such restrictions is determined within Our sole discretion):


3.4.1. Text or images, or other materials concerning sexual activity; 


3.4.4. Text, images, or other materials that include private or personal information of any person without that person’s consent;


3.4.5. Text, images, or other materials that violate the intellectual property or publicity rights of third parties;


3.4.6. Defamatory or derogatory text or images directed towards any person, group, and/or entity (including but not limited to other users, the Site, and Company);


3.4.9. Express or implied promotion of a competitor’s website;


3.4.10. Disclosure of personal contact information pertaining to other Advertisers;


3.4.13. Generic images of objects, places, or things other than, or not incorporating, You as the Advertiser;


3.4.14. Images that violate our Photo Guidelines;


3.4.15. Fake, inaccurate, or excessively dated depictions of You as the Advertiser; and


3.4.16. Images or text used without the authorization of its legal owner.


3.5. We reserve all rights, in Our sole discretion, to reject and/or remove any Advertiser Content, at any time before or after publication, although We undertake no obligation to monitor Advertiser Content, or take any such actions.


4. INDEMNIFICATION

4.1. You agree to defend and indemnify Us should any user or third party be harmed by Your actions or should We be obligated to defend any claims including, without limitation, any criminal or civil action brought by any party due to Your actions as an Advertiser or a user of the Site.


4.2. You agree to defend, indemnify, and hold harmless the Company its officers, directors, shareholders, employees, independent contractors, representatives and agents, from and against any and all claims, actions, loss, liabilities, expenses, costs, or demands, including without limitation legal fees and costs, for any and all damages directly, indirectly, and/or consequentially resulting or allegedly resulting from Your conduct as an Advertiser, or Your breach of this Agreement or any other agreement relating to use of the Website. We will notify You of any such claim or suit, provided, however, that any delays in providing notice will not waive or prejudice our rights to indemnification. We will cooperate fully (at Your expense) in the defense of such claim or suit. We reserve the right to control the defense of such claim, compromise or settle any claim (after consultation with You), and choose Our own legal counsel; however, We are not obligated to do so. You agree to promptly pay any and all costs, fees, or expenses incurred by Us in connection with any claim subject to indemnification.


4.3. In order to maintain the integrity of the Site and Services, or to investigate complaints, You agree to allow Us to access Your Advertiser Account and any other information You have submitted or created for as long as reasonably required to investigate the complaint or protect the Services of this Site.


4.4. You agree to promptly notify Us of any incident, claim, or allegation that may impact the indemnification obligations set forth above.


5. LIMITATION OF LIABILITY

5.1. In no event shall the Company (or its officers, directors, shareholders, employees, independent contractors, representatives or agents) be liable to You, or any other third party for any direct, special, indirect, incidental, consequential, exemplary, or punitive damages, including without limitation, damages for loss of profits, loss of information, business interruption, revenue, or goodwill, which may arise from any person’s use, misuse, or inability to use the Site, Services, or any of the materials contained therein, even if We have been advised of the probability of such damages. This is for any matter arising out of or relating to this Agreement, whether such liability is asserted on the basis of contract, tort or otherwise, even if We have been advised of the possibility of such damages.


5.2. In no event shall Our maximum total aggregate liability hereunder for direct damages exceed the total fees actually paid by You for use of the Site or Services for a period of no more than one (1) year from the accrual of the applicable cause or causes of action or one hundred dollars ($100.00), whichever is greater. Because some jurisdictions prohibit the exclusion or limitation of liability for consequential or incidental damages, the above limitation may not apply to You.


5.3. You acknowledge that no website or server is completely secure from hacking, data breach, or other nefarious activities. Third parties may obtain access to material, content, communications, data, or other information You send to Us and may use or publicly disclose such information. Such actions can cause significant humiliation, embarrassment, injury, and damage to reputation, privacy and publicity rights. By using Our Website and Services, You voluntarily assume all risks of data breach, and release Us from any and all claims in the event Your information is obtained by others, or made public in any fashion.


6. FORCE MAJEURE

We shall not be responsible for any failure to perform due to unforeseen circumstances or to causes beyond Our reasonable control, including but not limited to: acts of God, such as fire, flood, earthquakes, hurricanes, tropical storms or other natural disasters; war, riot, arson, embargoes, acts of civil or military authority, or terrorism; fiber cuts; strikes, or shortages in transportation, facilities, fuel, energy, labor or materials; failure of the telecommunications or information services infrastructure; hacking, SPAM, or any failure of a computer, server or software, for so long as such event continues to delay the Site’s or Services’ performance.



7. DISPUTE RESOLUTION

7.1. Disputes Subject to Arbitration. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THIS AGREEMENT OR YOUR ADVERTISER ACCOUNT OR USE OF THE WEBSITE OR SERVICES WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except that You may assert claims in small claims court if Your claims qualify, and You or We may bring suit in court to enjoin infringement or other misuse of intellectual property rights. The Federal Arbitration Act and federal arbitration law apply to this Agreement.


7.2. Arbitration Procedures. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief, statutory damages, or attorneys’ fees as allowed by law), and must follow the terms of this Agreement and other agreements between You and Us as a court would.


7.3. Commencing an Arbitration; Governing Rules. Arbitrations will be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, as modified by this Agreement. The AAA’s rules are available at www.adr.org or by calling 1-800-778-7879. Payment of all filing, administration and arbitrator fees will be governed by the AAA rules. The format of the arbitration (whether conducted in person, by telephone, or based on written submissions) and the location of any in-person hearings will be determined by mutual agreement or by the AAA rules. To bring an arbitration claim, You must send a demand describing the dispute along with the filing fee as provided in the AAA rules to American Arbitration Association, Case Filing Services, 1101 Laurel Oak Road, Suite 100 Voorhees, NJ 08043, and send a copy of the demand to Us by email at notices@masseurfinder.com or by conventional mail at 427 N. Tatnall St. Wilmington, DE 19801. The AAA also provides a form Demand for Arbitration on its website.


7.4. No Class Action or Representative Claims. You and We each agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, You and We each waive any right to a jury trial.


8. MISCELLANEOUS PROVISIONS

8.1. Venue and Choice of Laws. You agree that the laws of the State of Nevada and the United States (including the Federal Arbitration Act and federal arbitration law), without regard to principles of conflicts of laws apply to this Agreement and any and all disputes or claims relating to Your Advertiser Account or use of the Website or Services. You agree that any lawsuits permitted under this Agreement (other than permissible claims in small claims court) shall be brought exclusively in the Federal or State courts located in the District of Nevada, Clark County, and You hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose.


8.2. Assignment. You may not assign, transfer, or delegate any and/or all of Your rights or obligations under this Agreement without Our written consent. We reserve the right to assign this Agreement and all rights and obligations under the Agreement, in whole or in part.


8.3. Severability. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from this Agreement. If any provision of this Agreement is determined to be unenforceable by a court or an arbitrator, that provision will be enforced to the maximum extent permissible and the remainder of this Agreement will continue in full force and effect.


8.4. No Waiver. Any failure by Us to enforce terms of this Agreement or other applicable agreements shall not be deemed a waiver of any subsequent default or breach or of any of Our rights to enforce the Agreement or other applicable agreements. . 


8.5. Headings. All headings are solely for the convenience of reference and shall not affect the meaning, construction or effect of this Agreement.


8.6. Complete Agreement. This Agreement (including other agreements incorporated herein) constitutes the entire agreement between the parties with respect to Your access and use of the Site, Services, and Advertiser Account, and supersedes and replaces all prior understandings or agreements, written or oral, regarding such subject matter.