(a) “Administrator” means a Member designated during the process by which a Company registers for the Platform (and as the Company may update from time to time thereafter) who has primary responsibility for top-level Company account management tasks and assignments, including but not limited to identifying other individuals within that Company as Members, and granting authorization for such Members to access and use the Platform on behalf of that Company.
(b) “Confidential Information” means all information disclosed by you to us or by us to you that is in tangible form and labeled “confidential” (or with a similar legend) or is information, regardless of form, that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure, including, but not limited to, information relating to our security policies and procedures.
(c) “Company” means an Opportunity Creator or Opportunity Responder that (i) has designated an Administrator that has, on behalf of such entity, indicated assent to these Terms, (ii) we have authorized and validated in accordance with Section 3 of these Terms, and (iii) has selected an applicable subscription (or promotional free trial) by which to access and use the Platform.
(d) “Content” means all information, data, text, images, files and any other information or material that you upload to the Platform, including but not limited to Profile information, proposals, responses, and other communications between and among Members.
(e) “In-Platform Terms” means terms and conditions that are presented to you in connection with your use of the Platform, and may include, for example, terms and conditions requiring you to maintain the confidentiality and not disclose information concerning the relationship between an Opportunity Creator and Opportunity Responder, as set forth in the
(f) “Intellectual Property Rights” means all patent, trademark, trade secret, copyright, rights of publicity, and all other related proprietary rights whether arising by statute or common law, in any jurisdiction.
(g) “Member” means, as the context requires, an individual employee or contractor of a Company who is authorized to use the Platform and who is associated to his or her Company within the Platform in accordance with the processes and procedures by which we enable the Company’s Administrator to grant such authorization and make such association.
(h) “Opportunity Responder” means a provider of information technology services that accesses and uses the Platform to communicate its availability to provide services to and in collaboration with Opportunity Creators, and which may be selected by an Opportunity Creator to enter into a more formal business arrangement.
(i) “Opportunity Creator” means a business entity that accesses and uses the Platform to search for and potentially engage with Opportunity Responders.
(j) “Platform” means that set of online software, databases, interfaces, tools and other technologies (along with all enhancements, modifications, and derivative works thereto) that we provide to enable communication and the formation of business arrangements between and among Members.
(k) “Profile” means that set of information about a Company that we may require to be provided, or which we may enable to be provided at your option and includes, for example, company name, contact information (e.g., address, phone number, email addresses), industry information, services, products, skills, capabilities, certifications, endorsements, and other information about a Company and its business.
2. Access To and Use of the Platform.
(a) We will provide you with a non-exclusive right to access and use the Platform for the period of time agreed to when you register for the Platform, provided that you are in compliance with these Terms.
(b) As between you and us, we own all Intellectual Property Rights in the Platform. Except for the limited rights that we expressly grant in this section, you do not have any ownership rights in or to the Platform, and we reserve all Intellectual Property Rights that we do not expressly grant to you.
(c) You agree to not do (and you agree to not permit anyone else to do) any of the following:
(i) decompile, disassemble, reverse assemble, or reverse engineer any portion of the Platform, or attempt to discover any source code or underlying algorithms of the Platform,
(ii) remove any identification, copyright or other notices embedded within the Platform,
(iii) reproduce, modify or create a derivative work of the Platform,
(iv) relicense, provide, lease or lend any portion of the Platform to any third party, or use the Platform for timesharing or service bureau purposes (except that it will be acceptable for you to authorize third party contractors who are properly validated as Members to use the Platform in the ordinary course of your business),
(v) disclose any performance information or analysis (including, without limitation, benchmarks) from any source relating to the Platform, or
(vi) use any automated or manual system to access, use or test the Platform.
(d) In connection with your use of the Platform, you may be required to enter into certain In-Platform Terms (e.g., a ). You agree to abide by the terms and conditions of the applicable In-Platform Terms.
(a) As you complete the process to register for the Platform, we will require that you designate an Administrator and provide certain information that will be included in your Profile.
(b) You hereby acknowledge and agree that we may use the information you provide to undertake a verification process that we determine in our discretion. This verification process may include cross-referencing information you provide with other sources, contacting you by telephone or email to confirm information, and communications with third parties to ascertain the accuracy of information. You hereby consent to us undertaking this verification process.
(c) You agree to provide us with accurate information for use in your Profile and in connection with the verification process. If any of the information you have provided to us changes, you agree to inform us of those changes as soon as reasonably possible, or, if the information relates to your Profile, you agree to keep your Profile up to date and accurate.
(d) We reserve the right to revoke the validation of your Profile or any individual membership at any time in our reasonable discretion if we believe you have provided inaccurate information, fail to keep your information up to date, have materially breached these Terms, or if your continued use of the Platform could cause present a security or legal risk to us or to any other Company or Member.
4. Account Administration.
(a) We require that you (for purposes of clarity, at the Company level) appoint at least one Member to serve as an Administrator. You agree to keep the contact information of all of your Administrators up to date within the Platform. Your Administrator(s) will have the sole obligation and ability to add or remove Members associated to that Member’s Company.
(b) Each Company may designate multiple employees to be Members under that Company’s account. The obligation to pay applicable fees will be at the Company level, and individual Members will not have the obligation to pay fees.
(c) We may provide the ability to pay applicable fees using a third party service provider, including but not limited to Stripe. You agree that your transactions with these service provides will be in accordance with the terms and use, privacy policies and other applicable policies of these providers. For reference, Stripe’s legal terms are available here:
5. Term and Termination.
(a) These Terms become effective when you first access or use the Platform and remain in effect for as long as you access or use the Platform, or until we revoke our authorization for you to access or use the Platform. You may discontinue your use of the Platform at any time. We may revoke authorization for you to access or use the Platform if you are in material breach of these Terms and have not cured such material breach 14 days after we have provided you with written notice of that breach. We may revoke our authorization for you to access or use the Platform immediately without notice and an opportunity to cure if you use the Platform to engage in unlawful conduct, fraud, or material misrepresentation, or if you are in violation of any of the restrictions listed in Section 2(c) above.
(b) Any obligations and duties that by their nature extend beyond the time these Terms otherwise remain effective will continue to apply. Without limiting the foregoing, Sections 1, 5, 9(b), 9(d), 10, 11, 12 (for the time period set forth therein), 14, 15, and 17 will continue to remain effective.
6. Updates, Support, Maintenance.
We may update the Platform from time to time as we determine in our sole discretion. The Platform is designed for general availability and we schedule downtime during regularly scheduled maintenance windows. However, we reserve the right to perform unscheduled maintenance at any time as needed to respond to urgent or critical service issues.
7. Price and Payment.
(a) Fees. In consideration for the provision of access to and use of the Platform, you agree to pay to us all applicable fees that we may charge in accordance with our pricing schedules in effect from time to time. We may offer a limited free trial period for access to the Platform, after which time fees will be charged through the payment method you provide. You may terminate this Agreement at any time during such trial period to avoid the obligation to pay fees.
(b) Payment. We will invoice you for the applicable fees due from time to time. Unless otherwise agreed in writing by the parties, all invoices are due within 30 days of the date of the invoice. Interest will accrue on overdue amounts at the rate of 1.5% per month, or the greatest amount permitted by law, whichever is less. All amounts are due and must be paid in US Dollars.
(c) Automatic Renewal. Unless we agree otherwise in writing, your account to access and use the Services will automatically renew for subsequent periods as communicated to you during the setup process. If the number of Members associated with your Company account increases (by being added by the account administrator), you agree to pay the corresponding increased fees for such additional Members upon renewal.
(d) Taxes. The amounts specified in any Order do not include any taxes, levies, duties, or similar charges assessed against or payable in connection with these Terms (“Taxes”). You agree to be responsible for and pay all applicable Taxes. If you claim to be exempt from any Taxes, then you must deliver to us appropriate evidence of such tax exemption status.
(e) Refunds. Refunds are issued when a company administrator downgrades their company’s subscription plan. The downgrade subscription refund amount is calculated based on prorated amount of time remaining in the subscription plan and termination date. For subscription cancelation, the fees paid under these Terms are nonrefundable.
8. Your Responsibilities.
(a) You agree that you are solely responsible for: (i) the provision of your own reliable, high speed internet connectivity to and from the Platform; (ii) your own equipment, including but not limited to administrator and end user workstations, mobile devices and compatible web browsers; and (iii) all activities of Members conducted under their logins, and for their compliance with these Terms (collectively, “Your Responsibilities”).
(b) You acknowledge and agree that: (i) Your Responsibilities may change from time to time in conjunction with changes to the Platform; and (ii) your failure to comply with this provision may mean that you are unable to access or use the Platform, and we will have no liability in such situations.
(a) As between you and us, you will own all right, title and interest in and to the Content, including all Intellectual Property Rights contained in, associated with or embodied in the Content.
(b) You hereby grant to us a worldwide, fully-paid, royalty-free, sub-licensable, transferrable and perpetual license to (i) enable and configure the Platform to copy, distribute, display, publicly perform, and modify the Content by means of the Platform, (ii) create backup and archival copies of the Content, and (iii) otherwise perform our obligations under these Terms.
(c) Without limiting the generality of the grant of rights in the preceding subsection, you acknowledge and agree that we will use the Content to provide services to you whereby you are connected with Opportunity Responders and/or Opportunity Creators (as the context may require). You acknowledge and agree that your Content will be visible by other Companies and their Members. You hereby consent to the use and disclosure of your Content as set forth in these Terms.
(d) You warrant and represent to us that you have, as necessary, obtained and will at all time during the time that these Terms are in effect, maintain all necessary licenses and permissions from third party holders of Intellectual Property Rights in the Content to grant to us the licenses set forth in this section, including, without limitation, the necessary third party licenses to copy, distribute, display, publicly perform and modify the Content via the various features and functionalities of the Platform for purposes of marketing, advertising and promoting your business and services. You agree to promptly notify us in writing in the event any of your warranties or representations set forth in this subsection becomes no longer true or accurate.
(e) You acknowledge and agree that you will not use the Platform to infringe, misappropriate or otherwise violate any third party Intellectual Property Rights. You represent and warrant to us that all Content and any and all elements thereof, do not and will not infringe upon any third party Intellectual Property Rights, and that the Content does not and will not contain any subject matter that is defamatory, obscene or which would otherwise subject us to liability to any third party.
(f) We may, at any time and without prior notice to you, and without liability to you, remove, delete, or disable access to any Content we believe to be inaccurate, or that may infringe, misappropriate or otherwise violate the Intellectual Property Rights of a third party.
(g) You acknowledge that we may collect information from third party sources to initially populate your Profile. You agree that during the registration process, you will review your Profile information and other Content associated with your Company appearing on the Platform and will promptly correct any inaccuracies appearing therein. You and your Members are solely responsible for ensuring the accuracy of all Content at all times, and you agree to hold us harmless from any and all claims arising from any such inaccurate information, regardless of the source of such information.
(h) At all times, you bear the full risk of loss of any Content resulting from your or your Members’ conduct. You and we agree to use commercially reasonable efforts to establish connectivity between our respective systems using security methods and protocols that would not be expected to be readily disabled or circumvented without the application of professional tools not readily or commercially available to consumers, or to implement technology which you and we agree is comparable to the aforementioned. You will otherwise be solely responsible for undertaking measures to prevent any loss or damage to Content, and maintain independent archival and backup copies of all Content. We will have the right, but not the obligation, to create and maintain archival or backup copies of all Content. You expressly agree that you will not use, nor rely upon the Platform, for backup storage of Content, and that except as expressly provided in these Terms, we will have no liability for any loss or damage to any Content.
(i) We may use Content, when de-identified and compiled and aggregated with other data we collect, to provide information services to others with respect to industry trends, benchmarks, performance and other general industry-specific and industry wide data. You hereby grant us the perpetual, unlimited, non-exclusive, royalty-free, fully paid right to do so.
10. Usage Data.
You hereby grant to us a worldwide, perpetual, non-exclusive, royalty-free, fully paid license to collect, copy, display, distribute and modify information arising from your use of the Platform, without restriction or remuneration. Such use may include, but not be limited to: (i) providing the Platform to you; (ii) improving or creating our products and services; (iii) compiling statistical and performance information related to the Platform, and/or (iv) developing and distributing benchmarks and similar reports and databases.
11. Warranties and Disclaimers.
(a) Each party hereby represents and warrants to the other party that it is a business organization duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, has all requisite power and authority to carry on its business and to own and operate its properties and assets; and that it has obtained all authorizations, consents and approvals, governmental or otherwise, necessary to enter into these Terms, and to otherwise perform its obligations under these Terms.
(b) EXCEPT AS PROVIDED IN THIS SECTION, WE DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. FURTHER, AS TO THE PLATFORM, WE EXCLUDE ALL OTHER GUARANTEES, REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE CONCERNING MERCHANTABILITY, SATISFACTORY QUALITY. NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. WE DO NOT MAKE ANY WARRANTIES THAT THE PLATFORM OR THE OPERATION THEREOF WILL BE UNINTERRUPTED, ERROR-FREE OR SECURE.
(c) WITHOUT LIMITING THE FOREGOING, YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE BUSINESS ARRANGEMENTS YOU ENTER INTO (FOR EXAMPLE AS OPPORTUNITY CREATOR OR OPPORTUNITY PARTNER) ARE AT YOUR OWN RISK, AND ARE SUBJECT TO THE ARRANGEMENTS OR AGREEMENTS THAT YOU ENTER INTO WITH THE RELEVANT OTHER PARTY OR PARTIES. WE PROVIDE THE PLATFORM MERELY AS A CONDUIT FOR THE EXCHANGE OF INFORMATION TO ENABLE AND FACILITATE THE ENTERING INTO OF BUSINESS ARRANGEMENTS BETWEEN INDEPENDENT PARTIES. WE MAKE NO WARRANTIES, GUARANTEES OR REPRESENTATIONS, AND HEREBY DISCLAIM THE SAME, EXPRESS OR IMPLIED, CONCERNING THE GOODS AND SERVICES OF PARTIES WITH WHOM YOU MAY ENTER INTO AN AGREEMENT AFTER HAVING BEEN CONNECTED BY MEANS OF THE PLATFORM.
(a) Each party will protect the other’s Confidential Information from unauthorized use, access or disclosure in the same manner as each protects its own Confidential Information, but with no less than reasonable care. Except as otherwise expressly permitted in accordance with these Terms, each party may use each other’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and may disclose such Confidential Information (i) solely to the employees and/or non-employee service providers and contractors who have a need to know such Confidential Information and who are bound by terms of confidentiality intended to prevent the misuse of such Confidential Information; (ii) as necessary to comply with an order or subpoena of any administrative agency or court of competent jurisdiction; or (iii) as reasonably necessary to comply with any applicable law or regulation. The provisions of this section will control over any non-disclosure agreement by and between the parties and such agreement shall have no further force or effect with respect to the exchange of Confidential Information after the acceptance of these Terms. For purposes of clarity, any exchange of Confidential Information prior to the acceptance of these Terms shall continue to be governed by such non-disclosure agreement.
(b) The obligations of this section will not apply to the extent that Confidential Information (i) was already known to the receiving party at the time of disclosure by the disclosing party; (ii) was or is obtained by the receiving party from a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (iii) is or becomes generally available to the public other than by violation of these Terms or another valid agreement between the parties; or (iv) was or is independently developed by the receiving party without the use of the disclosing party’s Confidential Information.
13. Privacy and Data Security
(a) We are committed to protecting the privacy of your personal information. You acknowledge and agree that our collection, usage and disclosure of this personal information is governed by our
(b) Additionally, if: (i) you are established in the European Economic Area (EEA); (ii) you provide goods or services to customers in the EEA; or (iii) you are otherwise subject to the requirements of the EU General Data Protection Regulation, our collection and use of personal information of any European residents is also subject to our
(a) Our Obligations.
(i) Except as otherwise provided in this section, we will defend you against any claim, action or proceeding brought against you by a third party that is not another Company or Member (for purposes of this section, a “Third Party”) based upon a substantive allegation that the Platform, used in accordance with these Terms, infringes a patent, copyright or trade secret right of a Third Party (a “P2P Global-Covered Claim”), and indemnify you against, and hold you harmless from, costs and damages finally awarded by a court of competent jurisdiction against you, or that we agree to in settlement, that are directly attributable to such P2P Global-Covered Claim, provided that: (A) you deliver to us written notice of the P2P Global-Covered Claim and any actions taken in connection therewith promptly after you first receive notice thereof (and in any event before any of our rights or ability to defend or settle are prejudiced), (B) you grant to us the sole authority to assume the defense thereof, and the sole right to settle the P2P Global-Covered Claim, through counsel of our choice, (C) you reasonably cooperate with us in connection with the P2P Global-Covered Claim, its defense and/or settlement, and (D) you do not make any admission prejudicial to our interests with respect to the P2P Global-Covered Claim.
(ii) We will have no obligations or liability attributable to any P2P Global-Covered Claim arising from or related to: (A) your use of the Platform in a manner not permitted by these Terms, or (B) the modification of any portion of the Platform by any person other than us.
(iii) NOTWITHSTANDING ANY PROVISION OF THESE TERMS TO THE CONTRARY, THE PROVISIONS OF THIS SECTION CONSTITUTE YOUR SOLE AND EXCLUSIVE REMEDY AND OUR SOLE AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OR MISAPPROPRIATION OF ANY PATENT, COPYRIGHT, TRADE SECRET, OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON.
(b) Your Obligations.
You will indemnify and defend us (including our officers, agents and employees, collectively the “P2P Global Indemnified Parties”) from and against any and all settlements, judgments, awards, fines, penalties, interest, liabilities, losses, costs, damages, and expenses (including reasonable attorney’s fees and disbursements and court costs) sustained or incurred by any of the P2P Global Indemnified Parties, based upon, relating to or arising from (i) any claims, actions, suits, proceedings, or investigations, regardless of whether suit is failed, alleging that any Content or any use of Content misappropriates, infringes or otherwise violates any Intellectual Property Right, right under contract, or other right of any other person, (ii) any breach by you of any provision of these Terms, including but not limited to any warranty or representation set forth in these Terms, (iii) any actual or alleged violation of applicable law by you, and (iv) any claim arising from your business arrangement, provision or receipt of goods or services, or other dealing with any other Company or Member of the Platform, including but not limited to violation of any In-Platform Terms.
15. Limitation of Liability.
(a) OUR MAXIMUM LIABILITY (INCLUDING OUR AGENTS, DIRECTORS AND OFFICERS) TO YOU FOR DAMAGES FOR ANY AND ALL CAUSES WHATSOEVER, AND YOUR MAXIMUM REMEDY, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT OR OTHERWISE, SHALL BE LIMITED TO AN AMOUNT EQUAL TO THE FEES PAID IN THE SIX MONTHS PRIOR TO THE CLAIM. IN NO EVENT WILL WE (OR OUR AGENTS, DIRECTORS AND OFFICERS) BE LIABLE FOR ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO ACCESS OR USE OF THE PLATFORM, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. YOU ACKNOWLEDGE THAT WITHOUT THESE DISCLAIMERS AND LIMITATIONS SET FORTH HEREIN, THE COST OF ACCESS TO THE PLATFORM WOULD BE GREATER.
(b) The provisions of these Terms allocate the risks between you and us. The fees payable by you reflect this allocation of risk, as expressed by the limited warranties, remedies and limitations of liability set out in these Terms.
You may provide, or we may request, input regarding the Platform, including, without limitation, comments or suggestions regarding the possible creation, modification, correction, improvement or enhancement of a portion of the Platform or another one of our sites, services or products (collectively “Feedback”). You acknowledge and agree that any Feedback will be considered our Confidential Information and you hereby assign to us all right, title and interest in and to such in Feedback. We will be entitled to use Feedback for any purpose without restriction or remuneration of any kind.
(a) Governing Law. These Terms will be governed in all respects by the laws of the State of Ohio as they apply to agreements entered into and to be performed entirely within Ohio between Ohio residents, without regard to conflict of law provisions.
(b) Compliance With Laws. Each party will comply with all federal, state and local laws and regulations applicable to it (“Laws”). If, while these Terms are in effect, any Law becomes effective that substantially and materially alters the ability or cost of either party to perform its obligations under these Terms in whole or part, the parties will renegotiate the provisions of these Terms to the extent necessary to reflect the effect of such Law. If renegotiations do not result in terms agreeable to both parties, the party that would bear the altered cost due to the change in the Law will have the right to terminate these Terms without penalty upon thirty (30) days written notice to the other party.
(c) No Third Party Beneficiaries. Except as specifically identified in these Terms, nothing in these Terms is intended to confer upon any person other than the parties and their respective successors or permitted assigns, any rights, remedies, obligations or liabilities whatsoever. For purposes of clarity, other Companies and Members of the Platform are not intended third party beneficiaries of these Terms.
(d) Relation of the Parties. The parties agree that each is acting as an independent contractor and under no circumstances will any of the employees of one party be deemed the employees of the other for any purpose. Except as otherwise expressly agreed by the parties, these Terms will not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind for the account of or on behalf of the other. Nothing in these Terms will be deemed to constitute a joint venture or partnership between the parties.
(e) Assignment. You may not assign your rights or delegate your obligations under these Terms without our prior written consent. We may assign our rights under these Terms. Any purported assignment in violation of this section will be void.
(f) Dispute Resolution.
(i) Arbitration. Any dispute arising under these terms will be subject to binding arbitration by a single arbitrator with the American Arbitration Association (AAA), in accordance with its relevant industry rules, if any. The arbitration will be held in Cleveland , Ohio. The arbitrator will have the authority to grant injunctive relief and specific performance to enforce these Terms. Judgment on any award rendered by the arbitrator may be entered in any court of competent jurisdiction.
(ii) Informal Preliminary Dispute Resolution. The parties agree that in the event of a dispute between them, prior to seeking relief through arbitration, they will promptly meet and confer (telephone communications sufficient) in an effort to resolve such dispute through good faith consultation and negotiation. In the event the parties are unable to resolve such dispute within 30 days after the initial meeting and conference, either party may then commence legal proceedings as provided above in this section.
(iii) Injunctive Relief. Nothing in this section, however, requiring informal dispute resolution prior to instituting legal proceedings will prohibit either party from seeking injunctive relief in situations where such proceedings may be appropriate, including but not limited to threatened or actual infringement of Intellectual Property Rights or misuse or disclosure of proprietary or confidential information.
(g) No Waiver. The failure of either party to exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same of any other provision of these Terms. All waivers must be in writing, and signed by the party waiving its rights.
(h) Notices. All notices or other communications that are required or permitted under these Terms must be in writing and will be sufficient if sent through means of communications between the parties via the Platform.
(i) Captions and Headings. The captions and headings of clauses contained in these Terms preceding the text of articles, sections, subsections and paragraphs are inserted solely for convenience and ease of reference only and shall not constitute any part of these Terms, or have any effect on its interpretation or construction.
(j) Severability. If any court of competent jurisdiction finds any portion of any provision of these Terms to be unenforceable or contrary to applicable law, the parties agree that the provision will be deemed modified to the least extent necessary to make it enforceable, and all other provisions of these Terms will remain unaffected.
(k) Entire Agreement. These Terms constitute the entire agreement between the parties with respect to their 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 agree to these Terms by any representations or promises not specifically stated in these Terms. The protections of these Terms will apply to actions of the parties performed in preparation for and anticipation of the execution of these Terms. Any amendment to these Terms must be in writing and signed by duly authorized representatives of the parties.