Last Updated: October 31, 2017
1. Scope of Terms
By accessing or using the Services, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other business entity, you represent that you have the authority to bind such entity, its affiliates and all users who access the Services through your account to these Terms, in which case the terms “you” or “your” refer to such entity, its affiliates and users associated with it. If you do not agree to these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you.
IMPORTANT: PLEASE REVIEW THE ARBITRATION AGREEMENT SET FORTH BELOW CAREFULLY, AS IT WILL REQUIRE YOU TO RESOLVE DISPUTES WITH HAMMER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. BY ENTERING INTO THIS ARBITRATION AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THESE TERMS OF SUCH AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Hammer may amend these Terms from time to time. Amendments will be effective upon Hammer’s posting of such updated Terms at this location. Your continued access or use of the Services after such posting confirms your consent to be bound by these Terms, as amended. If Hammer changes these Terms after the date you first agreed to these Terms (or to any subsequent changes to these Terms), and you reject any such changes, your sole recourse is to immediately discontinue use of the Service.
2. Arbitration Agreement
By agreeing to these Terms, you agree that you are required to resolve any claim that you may have against Hammer on an individual basis in arbitration, as set forth in this Section 2 (such section being referred to in this Agreement as the “Arbitration Agreement”). This will preclude you from bringing any class, collective, or representative action against Hammer, and also preclude you from participating in or recovering relief under any current or future class, collective, consolidated, or representative action brought against Hammer by someone else.
Agreement to Binding Arbitration Between You and Hammer
You and Hammer agree that any dispute, claim or controversy arising out of or relating to (a) these Terms or the existence, breach, termination, enforcement, interpretation or validity thereof, or (b) your access to or use of the Services at any time, whether before or after the date you agreed to these Terms, will be settled by binding arbitration between you and Hammer, and not in a court of law.
You acknowledge and agree that you and Hammer are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and Hammer otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding. However, you and Hammer each retain the right to bring an individual action in small claims court and the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.
Rules and Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the AAA’s Consumer Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this Arbitration Agreement. The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.
The parties agree that the arbitrator (“Arbitrator”), and not any federal, state, or local court or agency, shall have exclusive authority to resolve any disputes relating to the interpretation, applicability, enforceability or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable. The Arbitrator shall also be responsible for determining all threshold arbitrability issues, including issues relating to whether these Terms are unconscionable or illusory and any defense to arbitration, including waiver, delay, laches, or estoppel.
Notwithstanding any choice of law or other provision in these Terms, the parties agree and acknowledge that this Arbitration Agreement evidences a transaction involving interstate commerce and that the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (“FAA”), will govern its interpretation and enforcement and proceedings pursuant thereto. It is the intent of the parties that the FAA and AAA Rules shall preempt all state laws to the fullest extent permitted by law. If the FAA and AAA Rules are found to not apply to any issue that arises under this Arbitration Agreement or the enforcement thereof, then that issue shall be resolved under the laws of the state of California.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a form Demand for Arbitration - Consumer Arbitration Rules at www.adr.org or by calling the AAA at 1-800-778-7879). The Arbitrator will be either (1) a retired judge or (2) an attorney specifically licensed to practice law in the state of California and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an Arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the Arbitrator in accordance with the AAA Rules.
Location and Procedure
Unless you and Hammer otherwise agree, the arbitration will be conducted in San Diego, California. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Hammer submit to the Arbitrator, unless you request a hearing or the Arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the Arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The Arbitrator will render an award within the time frame specified in the AAA Rules. Judgment on the arbitration award may be entered in any court having competent jurisdiction to do so. The Arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. An Arbitrator’s decision shall be final and binding on all parties. An Arbitrator’s decision and judgment thereon shall have no precedential or collateral estoppel effect. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, only to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Severability and Survival
If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (1) the unenforceable or unlawful provision shall be severed from these Terms; (2) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of the Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to the Arbitration Agreement; and (3) to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration.
3. About the Services
The Services comprise website access, mobile applications and related services, that enable the posting of advertisements on third party listing sites including but not limited to Craigslist, and that facilitate lead generation, communication, and further interaction with potential customers of your business. Leads will be generated from individuals (in their personal capacity or on behalf of a company) who place a phone call to a tracking number provided by Hammer or complete an online form that captures contact information. Leads will include information that has been provided by the individual and derived data. Hammer provides no guarantee of the veracity or accuracy of lead data.
4. Using the Services
Use of the Services requires that you register and/or create an account (“Account”). To register and create an Account, you must create login credentials and provide certain personal information. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form, and (b) maintain and promptly update the personal information you provide to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Hammer has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Hammer has the right to block your current or future use of the Services (or any portion thereof).
Accounts may be assigned an “administrator” or similarly-titled user who will have the ability to control certain aspects concerning the use of the Services by other users of the service within the Account.
You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You also agree to pay all applicable taxes. You must provide Hammer with valid payment information in connection with your Account. By providing Hammer with your payment information, you agree that (i) Hammer is authorized to immediately invoice your Account for all fees and charges due and payable to Hammer hereunder, (ii) Hammer is authorized to share any payment information and instructions required to complete the payment transactions with its third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (iii) no additional notice or consent is required for the foregoing authorizations. You agree to immediately notify Hammer of any change in your payment information. Hammer reserves the right at any time to change its prices and billing methods.
You are responsible for maintaining the confidentiality and security of your Account, including all login information and passwords and for all activities or any other actions that occur under or are taken in connection with your Account. You agree to (a) immediately notify Hammer of any known or suspected unauthorized use(s) of your Account, or any known or suspected breach of security, including loss, theft, or unauthorized disclosure of your password or credit card information; and (b) ensure that all users log out at the end of each session. Hammer will not be liable for any injury, loss or damage of any kind arising from or relating to your failure to comply with (a) and (b) or for any acts or omissions by you or someone else using your Account and/or password.
5. Materials and License
With the exception of Content (defined below), the Services and everything on them, from text to photos to videos to graphics and software, (collectively, the “Materials”) are owned by or licensed to Hammer. The Services and the Materials are protected by copyright, trademark, trade dress, patent, trade secret, international treaties and/or other proprietary rights and laws of the United States and other countries. Except as otherwise indicated on the Services and except for the trademarks, service marks, logos and trade names of other companies that are displayed on the Services, all trademarks, service marks, logos, trade dress and trade names are proprietary to Hammer.
Hammer hereby grants to you a limited, non-exclusive, non-transferable and revocable license to access and use the Services and/or the Materials for your internal business use, solely as expressly permitted by these Terms and subject to all the terms and conditions of these Terms, all applicable intellectual property laws, and any Additional Terms (as defined below) contained on the Services. Any other use of the Services and/or the Materials is strictly prohibited. No Materials may be copied, republished, uploaded, posted, transmitted, distributed in any way, and/or modified without our express written permission. Nothing contained on the Services should be interpreted as granting to you any license or right to use any of the Materials and/or third party proprietary content on the Services without the express written permission of Hammer or the appropriate third party owner, as applicable.
If you download any software from the Services, you may not redistribute, sell, decompile, reverse engineer, disassemble, or otherwise reduce the software to a human-perceivable form.
6. Your Content and Conduct
Content You Provide
The Services permit you to place advertisements and develop and publish other marketing and promotional materials such as websites, comprised of text, photos and other media (“Content”). You represent and warrant that you are the owner of and/or otherwise have the right to provide all Content. For purposes of clarity, the content of private communications (e.g., direct messages) you make using the Services will not be considered Content. You retain all ownership of your Content.
You may purchase posting credits which are assigned to your account, to use in connection with posting classified ads. Unless otherwise agreed by the parties, one posting credit may be used to post one ad. You acknowledge and agree that posting credits have no cash value and expire after the number of days listed at the time of purchase. Expired posting credits have no value or utility. You acknowledge that all payments for posting credits are non-refundable. Hammer will not issue refunds or credits for mistakenly purchased posting credits, or for unused posting credits upon termination of this these Terms.
Use of Your Content
You grant Hammer an irrevocable, transferable, paid up, royalty-free, perpetual, non-exclusive worldwide sub-licensable license to use, copy, display, publish, modify, remove, publicly perform, translate, create derivative works from, distribute and/or otherwise use Content in all forms of media now known or hereafter invented, to the extent necessary for Hammer to provide the Services to you in accordance with these Terms.
You may provide, or Hammer may request, input or feedback regarding the Services, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of a portion of the Services or another Hammer site, service or product (“Feedback”). You hereby assign to Hammer all right, title and interest in and to such Feedback. Hammer will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.
Recording of Telephone Calls
Certain features of the Services may allow you or users of the Services to record calls or other communications. The notification and consent requirements relating to the recording of calls, and/or other communications may vary from state to state, province to province, and country to country. You should consult with an attorney prior to recording any communication, as some jurisdictions may require the prior consent of all parties to a recorded communication. You represent, covenant, and warrant that you will review all applicable laws before you use or allow use of the Services to record any communications and will at all times comply with all applicable laws. You agree to inform all users of your Account that they are obligated to comply with all laws relating to their use of the call recording feature. Violations of call recording laws may be subject to criminal or civil penalties.
Hammer expressly disclaims all liability with respect to your recording of telephone conversations. You agree to indemnify, defend and hold harmless Hammer and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of your violation or alleged violation of any call recording laws. Hammer expressly disclaims all liability and all warranties with respect to recording of conversations and/or calls.
You hereby authorize Hammer to track and, if you have enabled such functionality, record all phone calls placed through numbers provided by Hammer.
Use of Credit Applications
Certain features of the Services may allow you or users of the Services to collect information from individuals or entities interested in obtaining financing from your business. The requirements relating to the disclosures required on credit application forms, collection of personal information (including Social Security numbers), obtaining consumer credit information, and sharing consumer information with other institutions, may vary from state to state, province to province, and country to country. You should consult with an attorney prior to engaging in any of these activities. You represent, covenant, and warrant that you will review all applicable laws before you use or allow use of the Services in any manner relating to the collection of information for purposes of financing. You agree to generate and implement appropriate policies as required by law or industry practice, and inform all users of your Account that they are obligated to comply with all such policies and all laws relating to their use of the credit application feature. Violations may be subject to criminal or civil penalties.
Hammer expressly disclaims all liability with respect to your use of credit applications. You agree to indemnify, defend and hold harmless Hammer and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of your violation or alleged violation of any laws related to credit applications, including but not limited to your actions in the collection of information. Hammer expressly disclaims all liability and all warranties with respect to collection and/or use of information collected.
Sending of Text Messages
Certain features of the Services may allow you or users of the Services to send text messages. The sending of text messages is governed by various state and federal laws, including the Telephone Consumer Protection Act (“TCPA”). You should consult with an attorney prior to sending any text messages, as you may be required to fulfill certain obligations under the law, including but not limited to establishing internal procedures for handling requests from recipients to no longer send messages. You represent, covenant, and warrant that you will review all applicable laws before you use or allow use of the Services to send text messages and will at all times comply with all applicable laws. You agree to inform all users of your Account that they are obligated to comply with all laws relating to the sending of text messages. Violations of laws pertaining to text messaging may be subject to criminal or civil penalties.
Hammer expressly disclaims all liability with respect to your sending of text messages. You agree to indemnify, defend and hold harmless Hammer and any third-party provider(s) from any and all third party claims, losses, damages, fines, or penalties arising out of your violation or alleged violation of any laws pertaining to the sending of text messages. Hammer expressly disclaims all liability and all warranties with respect to the sending of text messages.
By accessing the Services, you agree:
- to comply with all applicable laws regarding online conduct and submission of acceptable Content;
- not to attempt, through any means, to gain unauthorized access to any part of the Services or any third party service (including but not limited to Craigslist);
- not to attempt to impersonate another user or person;
- not to conduct any kind of systematic retrieval of data or other content from the Services;
- not to use the Services in any manner that could damage, disable, overburden and/or impair any Hammer server, or the network(s) connected to any Hammer server, and/or interfere with any other party’s use and enjoyment of the Services;
- not to use the Services to engage in commercial activities except as authorized in these Terms;
- not to license, sell and/or otherwise provide access to and/or use of the Services to any third party, including without limitation to build a competitive product and/or service;
- not to delete the copyright or other proprietary rights notice from any Content or any portion of the Services or Hammer’s services;
- not to upload or transmit viruses or other harmful, disruptive or destructive files;
- not to use the Services for any illegal purposes.
You agree that the consequences of commercial use or re-publication of Content or Materials from the Services or other violations of the foregoing may be irreparable and monetary compensation may not be a sufficient or appropriate remedy. Accordingly, Hammer will be entitled to seek, without being required to post any bond, temporary and permanent injunctive relief against such activities.
You agree to not use the name, graphical images or logos of Hammer or any of its websites in any way, including press releases or any sales or marketing efforts without the written consent of Hammer.
As used in these Terms, “Confidential Information” means information about Hammer that is confidential or proprietary, and includes but is not limited to knowledge you obtain about the functioning of the Services. You agree not to disclose to any third party or use any Confidential Information and to take all reasonable measures to maintain the confidentiality of all Confidential Information in your possession or control.
THE SERVICES, THE MATERIALS AND ALL OTHER CONTENT ON THE SERVICES ARE PROVIDED “AS IS” AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, HAMMER DISCLAIMS, WITH RESPECT TO THE SERVICES, INCLUDING BUT NOT LIMITED TO THE MATERIALS AND ALL OTHER CONTENT ON THE SERVICES, ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HAMMER DOES NOT REPRESENT OR WARRANT THAT THE SERVICES, THE MATERIALS AND/OR THE OTHER CONTENT ON THE SERVICES WILL BE SECURE, UNINTERRUPTED AND/OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, AND/OR THAT THE SERVICES, THE MATERIALS AND/OR OTHER CONTENT ON THE SERVICES ARE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. HAMMER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SERVICES, THE MATERIALS AND/OR ANY OTHER CONTENT ON THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS, OR OTHERWISE. YOU (AND NOT HAMMER) ASSUME THE ENTIRE COST OF RELATING TO YOUR USE OF THE SERVICES, THE MATERIALS AND/OR OTHER CONTENT ON THE SERVICES. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT FULLY APPLY TO YOU.
8. LIMITATION OF LIABILITY
HAMMER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE SERVICES, REGARDLESS OF THE NEGLIGENCE (EITHER ACTIVE, AFFIRMATIVE, SOLE, OR CONCURRENT) OF HAMMER, EVEN IF HAMMER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HAMMER ASSUMES NO RESPONSIBILITY OR LIABILITY IN ANY MANNER ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION, CONTENT, PRODUCTS, SERVICES, OR MATERIAL AVAILABLE ON OR THROUGH THE SITES, AS WELL AS ANY THIRD PARTY WEBSITE PAGES OR ADDITIONAL WEBSITES LINKED TO THIS SITE, FOR ANY ERROR, DEFAMATION, LIBEL, SLANDER, OMISSION, FALSEHOOD, OBSCENITY, PORNOGRAPHY, PROFANITY, DANGER, INACCURACY CONTAINED THEREIN OR HARM TO PERSON OR PROPERTY CAUSED THEREBY. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL HAMMER’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION, WHETHER IN WARRANTY, CONTRACT, OR NEGLIGENCE EXCEED (A) THE AMOUNT PAID BY YOU TO HAMMER, IF ANY, OR (B) $1000 (WHICHEVER IS LESS). BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
9. Third Party Links
The Services may contain links to websites that are owned, controlled, developed, sponsored and/or maintained by third parties and which may be subject to additional terms and conditions (“Third Party Websites”). Hammer does not review, monitor, operate or control the Third Party Websites and Hammer makes no guarantees, representations or warranties as to, and shall have no liability for, the content available on or through the functioning of the Third Party Websites. By providing access to Third Party Websites, Hammer is not recommending or otherwise endorsing the products or services provided by or through those websites. Your access or use of the Third Party Websites, including providing information, materials or other content to the Third Party Websites, is entirely at your own risk. Hammer reserves the right to discontinue links to any Third Party Websites at any time and for any reason, without notice.
10. Term and Termination
These Terms become effective upon your first use of the Services and remain in effect until the term of your subscription to the Services expires or is terminated as provided in this section.
The term of your subscription to the Services shall be as specified during the signup process. Except as otherwise specified during the signup process, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other notice of non-renewal at least 30 days before the end of the relevant subscription term. Hammer may adjust the pricing for the Services for any renewal term.
Upon the termination of these Terms, all rights, duties and obligations of the parties shall terminate, except to the extent that either party violated these Terms and claims related to that violation remain intact. In addition, the following sections shall survive post-termination: Confidentiality, Indemnification, Arbitration Agreement, and Limitation of Liability.
11. Additional Terms
Your use of the Services is subject to any and all additional terms, policies, rules or guidelines applicable to Hammer’s services, such as certain features of the Services that we may post or link to on the Services (collectively, the “Additional Terms”), including end-user license agreements, or other agreements or rules applicable to particular features, promotions or content on the Services. All such Additional Terms are hereby incorporated into these Terms by reference.
12. Choice of Law
These Terms are governed by and construed in accordance with the laws of the State of California, U.S.A., without giving effect to any conflict of law principles, except as may be otherwise provided in the Arbitration Agreement above. However, the choice of law provision regarding the interpretation of these Terms is not intended to create any other substantive right to non-California residents to assert claims under California law whether that be by statute, common law, or otherwise. These provisions, and except as otherwise provided in Section 2 of these Terms, are only intended to specify the use of California law to interpret these Terms and the forum for disputes asserting a breach of these Terms, and these provisions shall not be interpreted as generally extending California law to you if you do not otherwise reside in California. The foregoing choice of law and forum selection provisions do not apply to the arbitration clause in Section 2 or to any arbitrable disputes as defined therein. Instead, as described in Section 2, the Federal Arbitration Act shall apply to any such disputes.
Hammer may give notice by means of a general notice on the Services, electronic mail to your email address associated with your Account, telephone or text message to any phone number provided in connection with your Account, or by written communication sent by first class mail or pre-paid post to any address connected with your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email or telephone). You may give notice to Hammer, with such notice deemed given when received by Hammer, at any time by email to: firstname.lastname@example.org.
14. Other Provisions
You may not assign your rights or obligations under these Terms without Hammer’s prior written approval. Hammer may assign its rights or obligations under these Terms without your consent to: (i) a subsidiary or affiliate; (ii) an acquirer of Hammer’s equity, business or assets; or (iii) a successor by merger. Any purported assignment in violation of this section shall be void. No joint venture, partnership, employment, or agency relationship exists between you, Hammer or any third party as a result of these Terms or use of the Services. If any provision of these Terms is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced to the fullest extent under law. Hammer’s failure to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Hammer in writing. This provision shall not affect the Severability and Survivability section of the Arbitration Agreement of these Terms.
15. Entire Agreement
These Terms constitute the entire agreement between the parties with respect to its subject matter, and supersede all other agreements, proposals, negotiations, representations or communications relating to the subject matter. Both parties acknowledge that they have not been induced to enter these Terms by any representations or promises not specifically stated herein. Any amendment to these Terms must be in writing and signed by duly authorized representatives of the parties.