myQTwave App Terms of Service.
Thryv Therapeutics Inc.
Participant Terms of Service
Last updated: July 18, 2025
Thryv Therapeutics Inc. (“Thryv”, “us”, “our”, and “we”) provide the myQTwave mobile application (the “App”) to participants (each, a “Participant”) that are enrolled in the observational study to describe health-related quality of life and measure disease burden among patients with LQTS Types 2 and 3 (“Study”). These Terms of Service (the, “Terms”), govern your access to and use of the App and any content, information, services, products, features, or resources available or enabled on the App (collectively, the “Services”). Certain features of the Services and your relationship with Thryv may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features. All such additional terms, guidelines, and rules are incorporated by reference into these Terms.
BY CLICKING ON THE “I ACCEPT” BUTTON, DOWNLOADING OR USING THE APP, OR COMPLETING THE REGISTRATION PROCESS, YOU REPRESENT AND WARRANT THAT (1) YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS AND (2) YOU ARE AT LEAST 18 YEARS OLD.
USE OF THE SERVICES IS NOT FOR EMERGENCIES. IF YOU THINK YOU HAVE A MEDICAL OR MENTAL HEALTH EMERGENCY, CALL 911 OR GO TO THE NEAREST OPEN CLINIC OR EMERGENCY ROOM. IF YOU FEEL THAT YOU ARE A DANGER TO YOURSELF OR TO OTHERS, YOU MUST IMMEDIATELY CALL 911 OR NOTIFY APPROPRIATE POLICE OR EMERGENCY MEDICAL PERSONNEL.
The Agreement IS subject to change by THRYV in its sole discretion at any time AS SET FORTH IN SECTION 12.7 (Agreement updates).
1. NO MEDICAL ADVICE. The Services are not medical advice and do not constitute an opinion, diagnosis, or treatment of any particular condition. The Services have not been evaluated, cleared, or approved by the FDA. NO LICENSED MEDICAL PROFESSIONAL-PATIENT RELATIONSHIP IS CREATED BY USING THE APP. No information provided through the App is intended to replace professional medical consultation, advice, or treatment, which should be provided by a physician or other qualified healthcare provider. You are solely responsible for seeking the medical advice of a qualified healthcare professional for questions regarding your medical condition, diagnosis, or treatment. DO NOT USE THE APP FOR EMERGENCY MEDICAL NEEDS. IF YOU ARE EXPERIENCING A MEDICAL EMERGENCY, CONTACT THE APPROPRIATE EMERGENCY PROVIDER.
2. ACCOUNT.
2.1 Account Creation. To access and use certain features of the Services, you may be required to register for an account on the Services (“Account”) and provide certain information about yourself as prompted by the account registration form. By registering for an Account, you represent and warrant that: (i) all information you submit to the Services is truthful, complete and accurate; and (ii) you are a Participant in the myQTwave clinical trial and are at least eighteen (18) years of age or older. You acknowledge that we may suspend or terminate your Account at any time.
2.2 Account Responsibilities. You are responsible for all activities that occur under your Account. You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account. You will immediately notify us of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security. Thryv cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
2.3 Account Ownership. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Thryv.
2.4 Necessary Equipment. You must provide all equipment and software necessary to connect to the Services. You are solely responsible for any fees, including internet connection, data or mobile fees, that you incur when accessing the Services.
3. ACCESS TO AND USE OF THE ServiceS.
3.1 Use of the Service. Subject to these Terms, Thryv grants you a non-transferable, non-exclusive, revocable, limited right and license to use and access the Services solely for your own personal, non-commercial use. Thryv reserves the right, at any time, to modify, suspend, or terminate your rights to use the Services (in whole or in part), including for any use of the Services in violation of these Terms. You acknowledge and agree that Thryv will have no obligation to provide you with any support or maintenance in connection with the Services.
3.2 App License. Subject to Section 7, for any App made available as part of the Services, Thryv grants you, subject to your compliance with these Terms, a limited non-exclusive, non-transferable, non-sublicensable, revocable license to download, install and use the App on any mobile device or smart watch device that you own or control and to run such App solely for your own personal use.
3.3 Updates. You understand that the Services are evolving. As a result, Thryv may require you to install updates to the App that you have installed on the devices through which you access or use the Services (“Device”). You acknowledge and agree that Thryv may update the Services with or without notifying you. You may need to update third-party software from time to time in order to continue to use the Services. Any future release, update or other addition to the Services shall be subject to this Agreement.
3.4 Restrictions. The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services, whether in whole or in part, or any content displayed on the Services; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Services; (c) you shall not access the Services in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Services may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. Unless otherwise indicated, any future release, update, or other addition to functionality of the Services shall be subject to these Terms. All copyright and other proprietary notices on the Services (or on any content displayed on the Services) must be retained on all copies thereof.
3.5 Ownership; Trademarks. Excluding any Participant Data (defined in Section 4.1 below) that you may provide, you acknowledge that all rights, title and interest in the Services and its content (including the intellectual property rights, such as copyrights, patents, trademarks, and trade secrets) are owned by Thryv or our licensors or suppliers. Neither these Terms (nor your access to the Services) transfers to you or any third party any rights, title or interest in or to such rights, except for the limited access rights expressly set forth in Section 3.1, Thryv and our licensors or suppliers reserve all rights not granted in these Terms. There are no implied licenses granted under these Terms. “Thryv” and all graphics, trade names, logos and service marks (“Marks”) used on or in connection with the Services are the trademarks of Thryv and our suppliers and may not be used without permission in connection with your, or any third-party’s, products or services. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
3.6 Beta Features. Thryv may from time to time provide features, services, tools or functionality as a part of the Services, but prior to their general release, i.e., in “beta” mode (“Beta Features”). Notwithstanding anything to the contrary in these Terms, such Beta Features are made available at Thryv’s sole discretion and may be modified or discontinued at any time without notice. Beta Features are offered without warranty of any kind, and Section 10 shall apply with full force to such Beta Features.
4. Participant data.
4.1 General. “Participant Data” means any and all data, information, materials, documents, forms, surveys, tasks, and other content that you provide to, or use with, the Services, including without limitation medical information provided in such forms and surveys about you, and including sensing data collected from your Device or other wearable devices. You are solely responsible for Participant Data. You assume all risks associated with use of Participant Data, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of Participant Data that personally identifies you or any third party. Thryv is not obligated to backup any Participant Data, and your Participant Data may be deleted at any time without prior notice. You represent and warrant that you shall not use the Services to collect, upload, transmit, display, or distribute any Participant Data (i) reports false emergencies relating to yourself, others, or vulnerable populations including children, elders, or people with disabilities; (ii) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (iii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iv) that is harmful to minors in any way; or (v) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.
4.2 License to Participant Data. You acknowledge that performance of the Services relies on insights derived from Participant Data. Accordingly, subject to any applicable Account settings that you select, you grant Thryv a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable and transferable right (including any moral rights) and license to use, host, reproduce, modify, adapt, create derivative works from your Participant Data (in whole or in part), including by combining your Participant Data with data from third-party sources, for the purposes of providing the Service and performing our obligations and exercising our rights under these Terms and the Study documentation; and operating, analyzing, developing and improving, the Services.
4.3 User Conduct. You represent and warrant that you shall not: (i) upload, transmit, or distribute to or through the Services any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) interfere with, disrupt, or create an undue burden on servers or networks connected to the Services, or violate the regulations, policies or procedures of such networks; or (iii) attempt to gain unauthorized access to the Services (or to other computer systems or networks connected to or used together with the Services), whether through password mining or any other means; or (iv) use software or automated agents or scripts to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Services.
4.4 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Thryv (“Feedback”) is at your own risk and that Thryv has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Thryv a fully paid, royalty-free, perpetual, irrevocable, worldwide, transferable, non-exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of the Services and/or Thryv’s business.
5. Ownership. Thryv will retain exclusive ownership of all rights, title and interest in the Services and App (including, without limitation, any modifications, updates and developments provided hereunder), as well as any information supplied by Thryv in the provision of the Service, and any visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and any other elements of the Service, subject to the licenses granted herein.
6. Fees. Thryv does not currently charge for access to the Services. However, Thryv reserves the right to charge fees for access to certain features of the Services.
7. THIRD PARTY SERVICES.
7.1 Third-Party Websites, Apps and Ads. The Services may integrate third-party tools and services, and contain links to third-party websites (“Third-Party Websites”) and applications (“Third-Party Apps”) (collectively, the “Third-Party Services”). When you click on a link to a Third-Party Service, we will not warn you that you have left the Services and you become subject to the terms and conditions (including privacy policies) of another website or destination. Such Third-Party Services are not under the control of Thryv. Thryv is not responsible for any Third-Party Services. Thryv provides these Third-Party Services only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Services, or any product or service provided in connection therewith. You use all links in Third-Party Services at your own risk. When you leave our Services, these Terms and our policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.
7.2 App Access via App Store. With respect to any App accessed through or downloaded from the Apple App Store (an “App Store Sourced Application”), you shall only use the App Store Sourced Application (i) on an Apple-branded product that runs the iOS (Apple’s proprietary operating system) and (ii) as permitted by the “Usage Rules” set forth in the Apple Media Terms of Service, except that such App Store Sourced Application may be accessed, acquired, and used by other accounts associated with the purchaser via Apple’s Family Sharing function, volume purchasing, or Legacy Contacts function.
7.3 Accessing and Downloading the App from the Apple App Store. The following applies to any App Store Sourced Application accessed through or downloaded from the Apple App Store:
(a) You acknowledge and agree that (i) this Agreement is concluded between you and Thryv only, and not Apple, and (ii) Thryv, not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service.
(b) You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
(c) In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Thryv and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Thryv.
(d) You and Thryv acknowledge that, as between Thryv and Apple, Apple is not responsible for addressing any claims you have or of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
(e) You and Thryv acknowledge that, in the event of any third-party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Thryv and Apple, Thryv, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
(f) You and Thryv acknowledge and agree that Apple, and Apple’s subsidiaries, are third-party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third-party beneficiary thereof.
7.4 Without limiting any other terms of this Agreement, you must comply with all applicable third-party terms of agreement when using the App Store Sourced Application.
8. Term and Termination
8.1 Term. Subject to this Section, these Terms commence on the date you accept them (as described in the preamble above) and will remain in full force and effect while you use the Services, unless terminated earlier in accordance with these Terms. We may suspend or terminate your rights to use the Services or your Account at any time for any reason at our sole discretion, including for any use of the Services in violation of these Terms. Upon termination of your rights under these Terms, your right to access and use the Services will terminate immediately. Thryv will not have any liability whatsoever to you for any termination of your rights under these Terms. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1, 4, 5, 6, 8.1, and 9-12.
9. Indemnities. You will indemnify, defend and hold Thryv and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Thryv Indemnitees”) harmless from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with: (a) your violation of any portion of this Agreement or any applicable law or regulation; and (b) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
10. Disclaimer.
10.1 As Is. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THRYV MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AND THRYV EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THRYV DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR THAT THE OPERATION OF THE SERVICES WILL BE SECURE OR UNINTERRUPTED. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF FIRST USE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
10.2 No Medical Advice. YOU HEREBY ACKNOWLEDGE AND AGREE THAT (I) THE SERVICES ARE NOT, AND IN NO WAY SHALL REPLACE, MEDICAL CONSULTATION, EXAMINATION, DIAGNOSTICS OR TREATMENT; (II) YOU MUST SEEK MEDICAL ASSESSMENT, ATTENTION, ADVICE, AND TREATMENT INDEPENDENTLY OF THE APP, AND SUCH ASSESSMENT, ATTENTION, ADVICE, AND TREATMENT SHOULD NOT BE IGNORED OR DELAYED DUE TO THE APP (III) YOU SHOULD ALWAYS CONSULT WITH YOUR HEALTHCARE PROFESSIONAL IF YOU HAVE QUESTIONS OR CONCERNS ABOUT YOUR HEALTH OR CONDITION; AND (IV) THE APP DOES NOT PROVIDE EMERGENCY MEDICAL SERVICES.
11. Limitation of Liability. THRYV WILL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, COST OF COVER, LOSS OF DATA, INTERRUPTION OF BUSINESS OR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES, EVEN IF PARTICIPANT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE. THRYV’S TOTAL LIABILITY UNDER OR ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO TWO HUNDRED ($200) DOLLARS. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN THRYV AND YOU.
12. Miscellaneous.
12.1 Electronic Communications. The communications between you and Thryv may take place via electronic means, whether you visit the Service or send Thryv emails, or whether Thryv posts notices on the Service or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Thryv in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Thryv electronically provides to you satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).
12.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that Thryv may freely assign this Agreement as part of a corporate reorganization, consolidation, merger, or sale of substantially all of its business or assets without the prior consent of Participant. Any attempted assignment or delegation in violation of the foregoing will be void. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns. Thryv may, without your consent, subcontract to any party the performance of all or any of Thryv’s obligations under this Agreement provided that Thryv remains primarily liable for the performance of those obligations.
12.3 Independent Contractors. Thryv and Participant are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise or agency between Thryv and Participant. Neither Thryv nor Participant 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.
12.4 Force Majeure. Thryv shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
12.5 Questions, Complaints, Claims. If you have any questions, complaints or claims with respect to the Service, for Study integrity purposes, please follow the instructions in the Study documentation regarding whom to contact. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.
12.6 Agreement Updates. When changes are made, Thryv will make a new copy of these Terms available on the App, and we will also update the “Last Updated” date at the top of these Terms. Unless otherwise stated in such update, any changes to these Terms will be effective immediately. Thryv may require you to provide consent to the updated Terms in a specified manner before further use of the Service is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICE.
12.7 Privacy Policy. Please read the myQTwave Privacy Policy, found on our website at https://www.myqtwave.com/myqtwave-app-privacy-policy, carefully for information relating to our collection, use, storage and disclosure of your personal information as a representative of the Participant.
12.8 Governing Law and Venue. These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Delaware, without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. The parties hereby expressly consent to the exclusive personal jurisdiction and venue in the state and federal courts for Wilmington, Delaware for any lawsuit arising from or related to this Agreement. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.
12.9 Notice. Where Thryv requires that you provide an email address, you are responsible for providing Thryv with a valid and current email address. In the event that the email address you provide to Thryv is not valid, or for any reason is not capable of delivering to you any notices required by this Agreement, Thryv’s dispatch of the email containing such notice will nonetheless constitute effective notice. You may give notice to Thryv by following the notice instructions in the Study documentation.
12.10 Waiver and Severability. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.
12.11 Export Control. You also will not use the Service for any purpose prohibited by U.S. law. You acknowledge and agree that products, services or technology provided by Thryv are subject to the export control laws and regulations of the United States. You shall comply with these laws and regulations and shall not, without prior U.S. government authorization, export, re-export, or transfer Thryv products, services or technology, either directly or indirectly, to any country in violation of such laws and regulations.
12.12 Amendments to Comply with Legal Developments. The parties agree to take such action to amend this Agreement from time to time as is necessary for compliance with the requirements of HIPAA, the HITECH Act, and other applicable laws and regulations. Notwithstanding the foregoing, if the parties have not amended this Agreement to address a law or final regulation that becomes effective after the date that the parties enter into this Agreement and that is applicable to this Agreement, then upon the effective date of such law or regulation (or any portion thereof) this Agreement shall be amended automatically and shall incorporate such new or revised provisions as are necessary for this Agreement to be consistent with such law or regulations, and for both parties to be and remain in compliance with all applicable laws and regulations. Any reference in this Agreement to a section of HIPAA, the HITECH Act, or any other regulations implementing HIPAA or the HITECH Act, shall mean such regulation or statute as in effect at the time the parties entered into this Agreement or, if and to the extent applicable, as subsequently updated, amended or revised.
12.13 Entire Agreement These Terms, including all documents and terms 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.