Shared Web Hosting Account Holder Service Agreement

This is an agreement between you ("Account Holder") and WV Fiber (IBIS7 Networks; UseNetServer; Mammoth Data) for itself and on behalf of its affiliates ("Mammoth Data") regarding your use of Mammoth Data's computer, interactive information, communication and server management services related to hosting one or more websites ("Services").

OVERVIEW

1.1 General. This Agreement governs the terms and conditions under which Mammoth Data makes the Services offered by Mammoth Data available. Under this Agreement, you must comply with Mammoth Data's "Acceptable Use Policy," as updated from time to time by Mammoth Data, which can be viewed at www.mammothdata.com. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY. BY SUBMITTING SUBSCRIBER INFORMATION, REGISTERING, AND ACTIVATING THE WEB HOSTING ACCOUNT, YOU ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO, THIS AGREEMENT. IF YOU DO NOT ACCEPT AND AGREE TO ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT SUBMIT THE SUBSCRIBER INFORMATION OR ACTIVATE THE WEB HOSTING ACCOUNT.

TERM

2.1 Term Commencement. This agreement ("Agreement") becomes effective when Account Holder inputs subscriber information, registers and activates their account.

2.2 Initial Term. Mammoth Data will host an account for Account Holder, for the Account Holder's registered domain name, for the period of time corresponding with the payment plan chosen by the Account Holder in the registration process (the "Initial Term").

2.3 Renewal term(s). If Account Holder wishes to terminate the Services at the end of the Initial Term or any subsequent Renewal Terms, notice of intent to terminate must be given in written form faxed to 404-581-9911 or emailed from email contact account to support@MammothData.com at least 30 days prior to the termination date. Neither U.S. mail nor phone notification shall be acceptable. If Account Holder fails to notify Mammoth Data of its intent not to renew, this Agreement will be automatically renewed on a month-to-month basis at Mammoth Data's then-current rates and charges for month-to-month Service. If Account Holder wishes to renew for a Term equal to their Initial Term (.Renewal Term.), they must notify Mammoth Data at least 30 days prior to the renewal date of their desire to renew for the Renewal Term. If Account Holder renews for the Renewal Term, this Agreement will be renewed for the Renewal Term at Mammoth Data's then-current rates and charges.

FEES AND PAYMENT TERMS

3.1 Fees and Expenses. Unless modified in accordance with Section 3.3. Account Holder will pay all fees due according to the prices and terms selected during the registration process, including overage fees, which are those fees that may be charged if an Account Holder utilizes resources in excess of the Account Holder's plan limit ("Overage Fees

3.2. Payment Terms. Mammoth Data reserves the right to require a security deposit prior to provisioning Service. All installation or set-up fees and non-recurring charges, along with the first term's (prepaid, one month or one year) service fees, shall be due and payable: 1.) if Account Holder is being billed with their telephone bill, on the due date of such bill; and 2.) if other payment arrangements have been made, within 14 days of invoice date. Thereafter, recurring fees and any Overage Fees will be invoiced, in advance, for the same term as the Initial Term chosen by Account Holder, according to Mammoth Data's billing cycle. Accounts that are past due, will receive five (5) days notice to pay. If the account is still unpaid after that five (5) day cure period, service(s) may be suspended or terminated. Reactivation of the service after termination or cancellation for any reason shall require the payment of additional installation charges and is subject to the availability of facilities. All inquiries regarding payment or your account should be directed in the United States to 404-614-7380.

3.3 Price Changes. During the initial term of this Agreement, Account Holder will not be charged an amount greater than the price set for the Services hereunder. Mammoth Data, however, reserves the right, without prior notice, after such Initial Term, to change the prices charged to the Account Holder for the services provided by Mammoth Data. Upon renewal, as provided in paragraph 2.3 above, the prices charged may be changed to the then prevailing price for the Services.

3.4 Taxes. Account Holder shall pay or otherwise be responsible for all federal, state, or local sales, use, excise, gross receipts, municipal fees, transfer, transaction, property, or similar taxes, fees, or surcharges (hereinafter "Tax") imposed on, or with respect to, the Services under this Agreement.

REFUND AND CREDIT POLICY

4.1 Hosting Services. If within 30 days of purchase the service provided by Mammoth Data is deemed unreliable or nonexistent, Mammoth Data will issue a full refund for the amounts paid, less setup fees. If Mammoth Data provides service, and the account holder simply does not utilize it, this is not grounds for refund. Credits are handled on a case-by-case basis, under the discretion of Mammoth Data.

4.2 Domain Services. Mammoth Data will not be held liable for any misspelled or unwanted domain registration/renewals. The account holder will not receive a refund or credit to their account in the event that an incorrect or unwanted domain was submitted to us.

ACCOUNT HOLDER OBLIGATIONS

5.1. Warranties of Account Holder. Account Holder represents and warrants that; (i) Account Holder is not a minor and is legally capable of entering into this Agreement, (ii) the performance of its obligations and use of the Services (by Account Holder, its customers and users) will not violate any applicable laws, regulations or cause a breach of any agreements with any third parties or unreasonably interfere with other Mammoth Data customers' use of Mammoth Data services; (iii) Account Holder is not a resident of any country or affiliated with any of organization prohibited to do business within the United States as defined and set forth at: http://www.treas.gov/ofac and http://www.bxa.doc.gov/DPL/denialist.html and (iv) that it will strictly comply with the Mammoth Data Acceptable Use Policy, as set forth below in Section 4.2. of this Agreement, and these Terms and Conditions.

5.2 Compliance with Law and Mammoth Data Acceptable Use Policy and Terms and Conditions. Account Holder agrees that it has received, read and understands the Mammoth Data Acceptable Use Policy. The Mammoth Data Acceptable Use Policy contains restrictions on Account Holder's and Account Holder's users' online conduct (including prohibitions against unsolicited commercial email) and may contain financial penalties for violations of such restrictions. In the event that Account Holder fails to comply, Account Holder agrees to pay the financial penalties in accordance with the Mammoth Data Acceptable Use Policy. The current version of the Mammoth Data Acceptable Use Policy is set forth in Attachment A to this Agreement for Account Holder's reference. Mammoth Data may change the Mammoth Data Acceptable Use Policy upon notice to Account Holder, which notice may be provided by posting such new Mammoth Data Acceptable Use Policy at the Mammoth Data Web site www.MammothData.com.

5.3 Prohibited Uses. In addition to those matters set forth in the Mammoth Data Acceptable Use Policy, Account Holder shall not post, transmit, re-transmit or store material on or through any of Services which, in the sole judgment of Mammoth Data (i) is in violation of any local, state, federal or non-United States law or regulation, (ii) is threatening, obscene, indecent, defamatory or that otherwise could adversely affect any individual, group or entity (collectively, "Persons") or (iii) violates the rights of any person, including rights protected by copyright, trade secret, patent or other intellectual property or similar laws or regulations including, but not limited to, the installation or distribution of "pirated" or other software products that are not appropriately licensed for use by Account Holder. Account Holder agrees to indemnify and hold harmless Mammoth Data from any claims resulting from the use of the services which damages Account Holder or any other party.

5.4. Government Regulations. The Account Holder will not export, re-export, transfer, or make available, whether directly or indirectly, any regulated item or information to anyone outside the U.S. in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the U.S. Government and any country or organization of nations within whose jurisdiction the Account Holder operates or does business. Account Holder shall be responsible for determining what laws or regulations are applicable to its use of the Services and Products. Account Holder shall, upon the request of Mammoth Data, provide Mammoth Data assurance of Account Holder's compliance with those laws. Account Holder acknowledges that Mammoth Data exercises no control whatsoever over the content of the information passing through Account Holder's site(s) and that it is the sole responsibility of Account Holder to ensure that the information it and its users transmit and receive complies with all applicable laws and regulations and the Mammoth Data Acceptable Use Policy.

5.5. IP Address. If Mammoth Data assigns the Account Holder an Internet Protocol address in connection with the Account Holder's use of the Mammoth Data services, the right to use that Internet Protocol address will remain with and belong only to Mammoth Data, and the Account Holder shall have no right to use such Internet Protocol address except as allowed by Mammoth Data in its sole and absolute discretion.

5.6 Passwords; Account Ownership. The Account Holder shall be responsible for maintaining security of its password. Mammoth Data will not change passwords to any account without proof of identification, which is satisfactory to Mammoth Data, which may include written authorization with signature. In the event of any dissolution of a corporation or partnership, divorce or other legal action that includes Account Holder, Account Holder understands that Mammoth Data will remain neutral and may put the account on hold until final adjudication of the disposition of the domain name by a court with appropriate jurisdiction. Under no circumstances will Mammoth Data be liable for any losses incurred by Account Holder during this time of determination of ownership, or otherwise. The Account Holder agrees to indemnify and hold harmless Mammoth Data from any and all Claims arising from such ownership disputes. In the event of a breach of security through the Account Holder's account, the Account Holder will be liable for any unauthorized use of the Mammoth Data services, including any damages resulting therefrom, until the Account Holder notifies Mammoth Data's customer service department of the breach of security.

5.7 Marketing. Account Holder shall not use Mammoth Data's name or any language, pictures or symbols which could, in Mammoth Data's judgment, imply Mammoth Data's identity in any (i) written or oral advertising or presentation, or (ii) brochure, newsletter, book, or other written material of whatever nature, without prior written consent.

5.8 Taxes. Account Holder is responsible for the charging and collecting from its end user customers any and all applicable taxes. If the Account Holder fails to impose and/or collect any tax from end users or its other retail customers as required herein, then, as between Mammoth Data and the Account Holder, the Account Holder shall remain liable for such uncollected tax and any interest and penalty assessed thereon with respect to the uncollected tax by the applicable taxing authority. With respect to any tax that the Account Holder has agreed to pay or impose on and/or collect from end users or its other retail customers, the Account Holder agrees to indemnify and hold harmless Mammoth Data for any costs incurred as a result of actions taken by the applicable taxing authority to collect the tax from Mammoth Data due to the failure of the Account Holder to pay or collect and remit such tax to such authority.

5.9 Audit Rights. Mammoth Data reserves the right to audit Account Holder's site, and the materials comprising the site, at any time. If the audit reveals any act or omission, which in Mammoth Data's sole opinion, constitutes a violation of any local, state, federal or foreign law or regulation, Mammoth Data may immediately shut down the site, and notify Account Holder of the action. Account Holder agrees that it waives any cause of action or claim it may have against Mammoth Data for such action.

5.10 Investigation. Account Holder understands that Mammoth Data may conduct an investigation into the Account Holder, Account Holder's business, and/or its owners, officers, directors, managers and other principals. Based upon that investigation, Mammoth Data reserves the right to refuse to do business with Account Holder, or to stop doing business with Account Holder. Account Holder agrees to hold Mammoth Data harmless for any damages arising out of any form or cause of action, that could arise from Mammoth Data's actions. These audits or investigations will be conducted solely for the Mammoth Data's benefit, and not for the benefit of Account Holder or any third party.

5.11. No Third Party Beneficiaries. Mammoth Data and the Account Holder agree that, except as otherwise expressly provided in this Agreement, there shall be no third party beneficiaries to this Agreement, including but not limited to the insurance providers for either party or the customers of the Account Holder. The Account Holder agrees that it shall specifically inform its customers that they are not third party beneficiaries of this Agreement.

5.12 Breach of Warranties. In the event of any breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, Mammoth Data will have the right, in its sole reasonable discretion, to suspend immediately any related Services if deemed reasonably necessary by Mammoth Data to prevent any harm to Mammoth Data and its business. Mammoth Data will provide notice and opportunity to cure if practicable depending on the nature of the breach. Once cured, Mammoth Data will restore the Service(s) as soon as practical.

5.13 Termination for Violation. Violations of these or any other provisions of this Agreement may result in termination of the services provided by Mammoth Data in its discretion, with or without the grant of a notice or cure period, such notice or cure period to be granted at the sole discretion of Mammoth Data based upon the severity of the violation. Mammoth Data reserves the right to refuse service if any of the content within, or any links from, the Account Holder's website is deemed prohibited unlawful, unlicensed, illegal, misleading, or obscene, or is otherwise in breach of Mammoth Data's then current "Acceptable Use Policy" in Mammoth Data's sole discretion. If Mammoth Data terminates the services being provided to the Account Holder due to a violation of the Acceptable Use Policy, such termination shall be without refund, and Account Holder may be liable for early termination fees. Notwithstanding anything in this Agreement, the content of the Account Holder's website is the sole responsibility of the Account Holder. The Account Holder agrees to indemnify and hold harmless Mammoth Data from any and all claims, losses, damages, liabilities, judgments, or settlements, including reasonable attorney's fees, costs, and other expenses incurred by Mammoth Data, (collectively, "Claims") related to or in connection with the content of the Account Holder's website. The terms of this Section will survive any termination of this Agreement. If the Account Holder sells or resells advertising or webspace to a third party, then the Account Holder shall be responsible for the contents of such advertising and the actions of such third party. Mammoth Data has the absolute right to reject any advertising or other third party content that is illegal, offensive, or otherwise in breach of the then current Mammoth Data "Acceptable Use Policy". The e-mail distribution by the Account Holder of "SPAM", "JUNK MAIL", or "UNSOLICITED COMMERCIAL E-MAIL", is expressly prohibited. If the Account Holder refuses to remove any advertising or other third party content deemed objectionable by Mammoth Data, Mammoth Data may terminate the services being provided to the Account Holder, without refund.

MAMMOTH DATA REPRESENTATIONS AND WARRANTIES

6.1 Authority and Performance of Mammoth Data. Mammoth Data represents and warrants that (i) it has the legal right to enter into this Agreement and perform its obligations hereunder, and (ii) the performance of its obligations and delivery of the Services to Account Holder will not violate any applicable U.S. laws or regulations, or cause a breach of any agreements with any third parties. Mammoth Data warrants that it is either the owner or licensee of any software involved herein and all documentation related to any such software, and has the right and power to deliver and license or sublicense the software and all documentation related to the software.

6.2 No Other Warranty. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS SECTION 5, THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS, AND ACCOUNT HOLDER'S USE OF THE SERVICES IS AT ITS OWN RISK. MAMMOTH DATA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MAMMOTH DATA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. MAMMOTH DATA DOES NOT WARRANT THAT THE SOFTWARE, INCLUDING SECURITY SOFTWARE, OPERATES WITHOUT ERROR OR WILL PREVENT THIRD PARTY HACKING OR ACCESS TO ACCOUNT HOLDER'S NETWORKS. IN THE EVENT OF A BREACH OF THE WARRANTIES SET FORTH IN THIS SECTION 5, ACCOUNT HOLDER'S SOLE REMEDY IS TERMINATION PURSUANT TO SECTION 9 OF THE AGREEMENT.

LIMITATION OF LIABILITY

7.1 Service Interruption. Mammoth Data will use its best efforts to maintain a full time Internet presence for the Account Holder. The Account Holder hereby acknowledges that the network may, at various time intervals, be down due, but not limited to, utility interruption, equipment failure, natural disaster, acts of God, or human error. In no event shall Mammoth Data be liable to the Account Holder for any damages resulting from or related to any failure or delay of Mammoth Data in providing access to the Internet under this Agreement. Mammoth Data's liability is limited to the value of the Account Holder's contract.

7.2 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. MAMMOTH DATA DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM MAMMOTH DATA's NETWORK AND OTHER PORTIONS OF THE INTERNET. SUCH FLOW DEPENDS IN LARGE PART ON THE PERFORMANCE OF INTERNET SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. AT TIMES, ACTIONS OR INACTIONS OF SUCH THIRD PARTIES CAN IMPAIR OR DISRUPT ACCOUNT HOLDER'S CONNECTIONS TO THE INTERNET (OR PORTIONS THEREOF). ALTHOUGH MAMMOTH DATA WILL USE COMMERCIALLY REASONABLE EFFORTS TO TAKE ALL ACTIONS IT DEEMS APPROPRIATE TO REMEDY AND AVOID SUCH EVENTS, MAMMOTH DATA CANNOT GUARANTEE THAT SUCH EVENTS WILL NOT OCCUR. ACCORDINGLY, MAMMOTH DATA DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATED TO SUCH EVENTS.

7.3 Disclaimer of Actions Caused by and/or Under the Control of Account Holder. MAMMOTH DATA SHALL NOT BE RESPONSIBLE FOR ANY FAILURES, REPAIRS OR MODIFICATIONS NECESSITATED BY THE ACCOUNT HOLDER'S ALTERATION OF THE OPERATING SYSTEM, INCLUDING ANY AND ALL OPERATIONAL ISSUES WHICH MAY ARISE AS A RESULT OF THE ADDITION OF SOFTWARE BY ACCOUNT HOLDER. MAMMOTHDATA SHALL NOT BE LIABLE FOR ANY DELAY IN PROVIDING OR ANY FAILURE TO PROVIDE SERVICES IF SUCH DELAY IS CAUSED BY FORCES BEYOND THE REASONABLE CONTROL OF MAMMOTH DATA.

7.4 CONSEQUENTIAL DAMAGES WAIVER. IN NO EVENT SHALL MAMMOTH DATA BE LIABLE TO THE ACCOUNT HOLDER FOR ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE PERFORMANCE OR BREACH THEREOF. THE AGGREGATE, TOTAL LIABILITY OF MAMMOTH DATA UNDER THIS AGREEMENT, IF ANY, SHALL IN NO EVENT OR CIRCUMSTANCE EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY THE ACCOUNT HOLDER HEREUNDER. THE TERMS OF THIS SECTION WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT.

7.5. Basis of the Bargain; Failure of Essential Purpose. The parties acknowledge that Mammoth Data has set its prices and entered into this Agreement in reliance upon the limitations of liability and the disclaimers of warranties and damages set forth herein, and that the same form an essential basis of the bargain between the parties. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.

INDEMNIFICATION

8.1 Indemnification. The Account Holder agrees to indemnify and hold Mammoth Data harmless from any and all claims or causes of action of any kind or nature, arising out of or related to Account Holder's use of products and services purchased from or provided by Mammoth Data, as well as all claims or causes of action of any kind or nature brought by any third party, or any of Account Holder's own customers. The Account Holder and Mammoth Data will promptly notify the other upon receipt of any Claim or legal action arising out of activities conducted pursuant to this Agreement. The rights and responsibilities established in this paragraph will survive any termination of this Agreement.

INTELLECTUAL PROPERTY

9.1 Ownership. Except for the rights expressly granted herein, this Agreement does not transfer from Mammoth Data to Account Holder any Mammoth Data developed technology, and all rights, title, and interest in and to such technology will remain solely with Mammoth Data. Except for the rights expressly granted herein, this Agreement does not transfer from Account Holder to Mammoth Data any Account Holder developed technology, and all rights, title, and interest in and to such technology will remain solely with Account Holder. Mammoth Data and Account Holder each agrees that it will not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from the other party.

9.2 General Skills and Knowledge. Notwithstanding anything to the contrary in this Agreement, Mammoth Data will not be prohibited or enjoined at any time by Account Holder from utilizing any skills or knowledge of a general nature acquired during the course of providing the Services, including, without limitation, information publicly known or available or that could reasonably be acquired in similar work performed for another customer of Mammoth Data.

TERMINATION

10.1. Termination For Cause. Either party may terminate this Agreement if: (i) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same, except in the case of failure to pay fees, which must be cured within five (5) days after receipt of written notice from Mammoth Data; (ii) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or (iii) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.

10.2 Liability for Termination. Neither party will be liable to the other for any termination or expiration of any Service or this Agreement in accordance with its terms. In the case of Account Holder's termination or cancellation within the first thirty (30) days of the Initial Term, Mammoth Data will refund the recurring charges paid by Account Holder, and Account Holder will only be obligated to pay for the set-up charges and any overage fees. In the case of Account Holder's termination or cancellation without cause after the first thirty (30) days of the Initial Term, Account Holder shall be immediately liable to Mammoth Data for all rates and charges through the Term.

10.3. Effect of Termination. Upon the effective date of termination of this Agreement:

(a) Mammoth Data will immediately cease providing the Service(s); and

(b) any and all payment obligations of Account Holder under this Agreement for Service(s) provided through the date of termination will immediately become due.

MISCELLANEOUS PROVISIONS

11.1 Force Majeure. Except for the obligation to make payments, neither party will be liable for any failure or delay in its performance under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of war, acts of God, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, governmental act or failure of the Internet (not resulting from the actions or inaction's of Mammoth Data), provided that the delayed party: (a) gives the other party prompt notice of such cause, and (b) uses its reasonable commercial efforts to promptly correct such failure or delay in performance. If Mammoth Data is unable to provide Service(s) for a period of thirty (30) consecutive days as a result of a continuing force majeure event, the Account Holder may cancel the Service(s), but there shall be no liability on the part of Mammoth Data.

11.2. Assignment. The Account Holder may not assign its rights or delegate its duties under this Agreement either in whole or in part without the prior written consent of Mammoth Data, and any attempted assignment or delegation without such consent will be void. Mammoth Data may assign this Agreement in whole or part. Mammoth Data also may delegate the performance of certain Services to third parties, including Mammoth Data's Affiliates. This Agreement will bind and inure to the benefit of each party's successors and permitted assigns.

11.3 Notice. Any notice or communication required or permitted to be given hereunder may be by email to support@mammothdata.com or confirmed facsimile to 404-581-9911. Such notice will be deemed to have been given as of the date it is emailed or faxed.

11.4. Relationship of Parties. This Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Mammoth Data and the Account Holder. Neither Mammoth Data nor the Account Holder will have the power to bind the other or incur obligations on the other's behalf without the other's prior written consent, except as otherwise expressly provided herein.

11.5. Governing Law. This Agreement is made under and will be governed by and construed in accordance with the laws of the State of Texas (except that body of law controlling conflicts of law) and specifically excluding from application to this Agreement that law known as the United Nations Convention on the International Sale of Goods.

11.6. Severability; Waiver. In the event any provision of this Agreement is held by a tribunal of competent jurisdiction to be contrary to the law, the remaining provisions of this Agreement will remain in full force and effect. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party.

11.7 Entire Agreement; Counterparts; Originals. This Agreement, including all documents incorporated herein by reference, constitutes the complete and exclusive agreement between the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or contemporaneous discussions, negotiations, understandings and agreements, written and oral, regarding such subject matter.