Terms of Service

PLEASE READ THESE TERMS OF SERVICE CAREFULLY. BY ACCESSING ANY PAGE OF THE MADRONE WEBSITE (THIS “SITE”) OR USING ANY MADRONE SERVICE (COLLECTIVELY, THE “SERVICE”), YOU (THE “USER”) AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND ALL OTHER TERMS INCORPORATED BY REFERENCE.

FOR FURTHER INFORMATION, CONTACT Madrone at info@madroneco.com

LAST UPDATED: November , 2015

  1. MADRONE SERVICE

    1. Subject to these Terms of Service, Madrone will provide User the Service as described in the Service Plan under which User has registered and paid. Service Plan information is available at www.madroneco.com and referenced in User’s purchase invoice. These Terms of Service govern any free trial period as well as paid term of any Service Plan. These Terms of Service govern all Users whether as an individual or an Authorized User of a Madrone client under a separate services agreement.

    2. Madrone will use commercially reasonable efforts to make this Site and the Service available 24 hours a day, 7 days a week. User acknowledges and agrees that such availability is subject to: (a) planned maintenance downtime, and (b) any unavailability caused by urgent maintenance or circumstances beyond Madrone’s control. Madrone will use commercially reasonable efforts to provide User support as described in the Service Plan.

    3. User acknowledges and agrees that Madrone uses third party vendors and hosting partners to provide the necessary hardware, software, networking, storage, and related technology required to run the Service, and that the technical processing and transmission of the Service may be unencrypted, and involve transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.

    4. Madrone reserves the right at any time to modify, augment, enhance or discontinue, temporarily or permanently, the Service (or any part thereof). Use of any new Service features, tools and resources are subject to these Terms of Service. Should Madrone discontinue any material feature of the Service, Madrone will promptly provide notice to User.

    5. Madrone reserves the right to change or modify these Terms of Service from time to time. Any change or modification will be effective upon posting on this Site. User is advised to review these Terms of Service periodically to ensure compliance with the most recent terms. User’s continued use of the Service following the posting of any change or modification of the Terms of Service will constitute User’s acceptance of such change or modification. If User does not agree to the amended terms of use, User must stop accessing and using the Service.

    6. Madrone does not provide investment advice or recommendations about investments of any kind. The information on this Site is intended for educational, informational, and research purposes only. Accordingly, Madrone and its licensors who license information to Madrone ("Information Providers") do not offer advice regarding the quality or suitability of any investment or of any investment manager and assume no responsibility or liability for any investment decisions or advice, treatment, or services rendered by any institutional investor, expert panelist, broker-dealer, investment manager, investment professional, or any other person featured on this Site. Prior to making any investment or to hiring any investment manager, User should consult with its financial advisors to verify pricing and other information and/or do such other due diligence as may be appropriate under the circumstances. Madrone and its Information Providers shall not have any liability for investment decisions based upon, or the results obtained from, the content provided on the Site.

    7. Madrone does not act on the initiative of or on the behalf of the Fund Managers to which the information Madrone publishes relates. Madrone produces research and analysis relating to a large number of investment funds. Madrone is not making offers and it does not communicate information that can be construed as an offer capable of acceptance. Madrone simply publishes information relating to investment funds and does not give advice to subscribers to its services. You acknowledge that you are viewing the contents of this website on your own initiative.

 

  1. USER RESPONSIBILITIES

    1. User must be a human being. Accounts registered by “bots” or other automated methods are not permitted. User must provide his/her correct legal full name, a valid email address, and any other information requested in order to complete the registration process. Personal data is collected and managed under Madrone’s Privacy Policy.

    2. Each User account may only be used by one individual and is limited to four IP addresses. Multiple individuals may not use or share a single account. If Madrone determines that account sharing has occurred, Madrone reserves the right both to charge User for each individual involved and to terminate User’s access to the Service.

    3. User is responsible for maintaining the security of User’s account and password. Madrone is not liable for any loss or damage resulting from User’s failure to protect User’s account or comply with User’s obligations under these Terms of Service.

    4. Repeat trial account signups by a single company or affiliated companies are not allowed. Madrone reserves the right to cancel any such repeat trial accounts. Trial accounts that are not accompanied by a working phone number and email will be subject to immediate cancellation without notice.

    5. Subject to User’s compliance with these Terms of Service, Madrone grants User (i) a limited, non-assignable, revocable right to access and use the Service for User’s informational and internal business use only, and (ii) a limited, non-exclusive, revocable, non-sublicensable license to download, print and use Madrone Content for internal business use only. “Madrone Content” includes data records of companies, the format and presentation of such data, and any other text, charts, graphics, commentary, derived insights and other information created and made available by Madrone.

    6. User is not permitted to: (i) reproduce, duplicate, copy, sell, resell, lease or distribute the Service or Madrone Content, in whole or in part, to any third party; (ii) publicly perform or display the Service or Madrone Content, in whole or in part; (iii) modify or make any derivative uses of the Service or Madrone Content, in whole or in part; (iv) use any manual or automated data mining, scraping, crawling, spiders, robots or similar data gathering or extraction methods on any webpage, screen or other content contained in, generated by or relating to the Service; (v) introduce or transmit any worms, viruses, malware or any code of a destructive nature onto or via the Service; (vi) download (other than the page caching) any portion of the Service or Madrone Content, except as expressly permitted by these Terms of Service; (vii) use the Service or Madrone Content except as expressly permitted by these Terms of Service; (viii) access or use the Service for monitoring the Service’s availability, performance or functionality, or for any other benchmarking or competitive purposes; or (ix) conduct any activity using the Service or Madrone Content that is illegal or in violation of any applicable laws and regulations, including, without limitation, all national, state, local and other laws and regulations relating to physical mailing, emailing or spam.

    7. Any use of the Service or Madrone Content other than as specifically authorized herein, without the prior written permission of Madrone, is strictly prohibited and will result in the immediate termination of User’s account and any granted authorization or license to the Service and Madrone Content. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Service will be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.

    8. User shall indemnify, defend and hold Madrone harmless from and against any claim, demand, suit or proceeding made or brought against Madrone by a third party arising out of User’s use of the Service or Madrone Content in violation of these Terms of Service, and any claim that User’s unauthorized use of the Service or Madrone Content infringes or misappropriates the intellectual property or proprietary rights of a third party or violates any law, rule or regulation. User shall indemnify Madrone from and against any related damages, losses, liabilities, expenses, attorney fees and costs.

    9. User is permitted access to the features and functionality consistent with the service plan type to which they have subscribed.  User acknowledges that the plan features may be modified or amended at the sole discretion of Madrone.  Exports, downloads and integrations are limited  pursuant to the Service, as are specifically provided for in the Service Plan under which User has registered and paid, as determined by Madrone in its discretion.  If User requires access to more data than allowed under User’s Service Plan, User may contact Madrone to upgrade its Service Plan. In no event shall User provide any data or information (or any information in or extracted from or derived from the Service) to any third party, even if User has exported and stored such leads or information in or to another platform.

    10. If a Madrone Service client (“Client”) purchases access to multiple accounts under a Service Plan, then such Client may designate the number of “Authorized Users” up to the number of accounts purchased. Client and each of its “Authorized User” are subject to these Terms of Service as a “User.” Client is responsible for the compliance of these Terms of Service by its Authorized Users, and Client shall be responsible for any breach of these Terms of Service by its Authorized User or any other Client personnel. Client may only designate “Authorized Users” who are Client’s employees, consultants, contractors and subcontractors needing to access and use the Service for Client’s internal business purpose.

  2. THIRD PARTY CONTENT AND APPS

    1. User understands that the Service gathers, organizes and derive insights on companies based on available information and data provided by third parties or contributed by Users (together, “Third Party Content”). Madrone does not pre-screen Third Party Content that may be presented or available through the Service. Madrone has the right in its sole discretion to limit, restrict or remove any Third Party Content from the Service. Madrone makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of any Third Party Content. Madrone does not represent or warrant the accuracy of any Third Party Content, undertakes no responsibility to update or review any Third Party Content, and makes no guarantee as to the accuracy, timeliness or completeness of any Third Party Content. Providing Third Party Content or attribution to the source of any Third Party Content does not imply affiliation, endorsement or adoption by Madrone of the Third Party Content or Third Party Content provider. In the event that a Third Party Content provider requires Madrone to remove or discontinue use of any Third Party Content, Madrone may in turn direct User to cease using such Third Party Content and expunge it from User’s platforms. User agrees to comply promptly with any such direction.  USER UNDERSTANDS THAT THE THIRD PARTY CONTENT CONSTITUTES THE PROPRIETARY AND CONFIDENTIAL INFORMATION AND DATA OF THE THIRD PARTY, AND THAT SUCH INFORMATION MAY HAVE BEEN OBTAINED BY THE THIRD PARTY FROM INDEPENDENT DATA SOURCES WHICH THE THIRD PARTIES DO NOT VERIFY AS ACCURATE, AND ACCORDINGLY, THE USER AGREES (A) TO USE SUCH THIRD PARTY CONTENT ONLY FOR THEIR PERSONAL PURPOSES AND NOT FOR REDISTRIBUTION TO OTHERS AS PART OF A DATABASE OR OTHERWISE, AND (B) SUCH THIRD PARTIES SHALL NOT BE LIABLE FOR ERRORS IN THE DATA OR INFORMATION SUPPLIED BY THEM

    2. Third party applications or services (“Third Party Apps”) may be available through the Service. Madrone does not warrant, and is not responsible for the legality, quality, accuracy, integrity, fitness, reliability, or availability of any Third Party Apps that User may connect to through or with the Service, or any descriptions or promises related to such Third Party Apps. User’s agreement to use such Third Party Apps will be solely between User and such Third Party App provider.

    3. If User installs or enables Third Party Apps for use with the Service, or access the Service from the Third Party Apps, User acknowledges and agrees that: (i) Madrone may access and use User data and basic account information, and may allow such Third Party Apps providers to access User’s data for provisioning or interoperation of the Third Party Apps with the Service; (ii) User is solely responsible for ensuring that it has obtained all necessary rights, licenses and authorizations from the Third Party App provider; and (iii) Madrone will not be responsible for any disclosure, modification or deletion of User’s data by a Third Party App provider. If User obtains any custom data via Third Party Apps through the Service, User is responsible to obtain all necessary rights, licenses and authorizations to use such custom data, and to authorize Madrone to host, transmit and display such custom data. If User does not want to permit the exchange of User’s data or account information with Third Party Apps, User should not enable or should disable such Third Party Apps for use with the Service.

    4. The Service may provide links to third-party websites (“Third Party Sites”) where User may obtain Third Party Content. Madrone makes no claim or representation regarding, and accepts no responsibility for, the quality, content, nature or reliability of any Third Party Sites, or Third Party Sites linking to the Service. Such Third Party Sites are not under the control of Madrone and Madrone is not responsible for any Third Party Site, any content, links or services on such Third Party Site, or any review, changes or updates to a Third Party Site. Madrone provides links to Third Party Sites to User only as a convenience, and the inclusion of any link does not imply affiliation, endorsement or adoption by Madrone of any Third Party Site or any information contained therein. When User leaves this Site, User understands that Madrone’s terms and policies no longer govern. User should review the applicable terms and policies, including privacy and data gathering practices, of any Third Party Site to which User navigates. Madrone does not monitor or have any control over any Third Party Site.

    5. User shall indemnify, defend and hold Madrone harmless from and against any claim, demand, suit or proceeding made or brought against Madrone by a third party arising out of User’s use of Third Party Content, Third Party Apps including data from such Third Party Apps, and Third Party Sites, and any claim that User’s use of Third Party Content, Third Party Apps including data from such Third Party Apps, and Third Party Sites, infringes or misappropriates the intellectual property or proprietary rights of another party or violates any law, rule or regulation. User shall indemnify Madrone from and against any related damages, losses, liabilities, expenses, attorney fees and costs.

    6. Madrone may run advertisements and promotions from third parties on the Service or may otherwise provide information about or links to third-party products or services. User’s dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions, are solely between User and such third party. Madrone is not responsible or liable for any loss or damage of any sort incurred by User as the result of any User dealings with or reliance on any such third party advertising, promotions or information.

  3. INTELLECTUAL PROPERTY

    1. The Service and Madrone Content, including, without limitation, any and all logos, designs, text, graphics, pictures, information, data, software, algorithms, sound files, other files, any selection and arrangement of any of the foregoing and anything else provided by the Service are the proprietary property of Madrone or its licensors and are protected by U.S. and international intellectual property laws. The copyrights of the look and feel of the Service and Madrone Content are the sole and exclusive property of Madrone. User may not duplicate, copy, distribute or reuse any portion of the HTML/CSS or visual design elements of the Service or Madrone Content without the prior written consent of Madrone. Third Party Content is the property of its respective owners or their licensors.

    2. The Madrone name, logos and slogans are trademarks of Madrone. Without the prior written permission from Madrone, User may not: (i) copy, imitate or use, in whole or in part, any Madrone mark; or (ii) use any metatags or any other “hidden text” utilizing “Madrone” or any other name, trademark or product or service name of Madrone. The look and feel of the Service, including all page headers, custom graphics, button icons and scripts, is the service mark, trademark and/or trade dress of Madrone and may not be copied, imitated or used, in whole or in part, without Madrone’s prior written permission. All other trademarks, product names and company names or logos mentioned by or appearing in the Service are the property of their respective owners. Reference in the Service to any third party products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise, does not constitute or imply endorsement, sponsorship or recommendation thereof by Madrone.

    3. User retains all proprietary rights to (i) User’s data that may be input by User while using the Service, and (ii) User materials created by or for User using information provided by the Service (together “User Content”). User hereby grants Madrone a non-exclusive, worldwide, royalty-free license to use User Content in providing the Service to User. In the event that User submits or provides corrections, updates, improvements, feedback, data or other changes (together “User Contributions”) to the Service for the general use of Madrone and other Madrone Users, User hereby grants Madrone a non-exclusive, worldwide, perpetual, royalty-free license to use, copy, distribute, display, modify and make derivative works from such User Contributions as part of the Service. User Contributions include all data and information provided by User to create or have created a new company profile on Madrone’s platform.

    4. In accordance with the United States Digital Millennium Copyright Act, if User or anyone else (“Notice Giver”) accessing or using the Service believes that any material on the Service violates Notice Giver’s intellectual property rights, Notice Giver should promptly send a written notice to Madrone’s Copyright Agent (set forth below) containing the following information: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit Madrone to locate the material; (iv) the Notice Giver’s contact information, including address, telephone number, and an email address; (v) a statement that the Notice Giver has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that Notice Giver is authorized to act on behalf of the copyright owner.

    5. Madrone Copyright Agent: Michael Siminoff, 200 Tamal Plaza, Suite 200, Corte Madera, CA 94925 Email: info@madroneco.com

  4. CONFIDENTIALITY

    1. “ Confidential Information” means information disclosed by a party (“Discloser”) to the other party (“Recipient”) that is marked “Confidential,” or that is confirmed in writing to be confidential within 10 days of oral disclosure. Madrone’s Confidential Information includes the Service, Madrone Content and any business, product and service information not publicly known. Confidential Information does not include any information that: (i) is or becomes publicly known through no fault of the Recipient; (ii) was known to the Recipient prior to disclosure by Discloser without violation of any confidentiality obligation to Discloser; (iii) is received by Recipient from a third party with no duty of confidentiality; or (iv) is independently developed by Recipient.

    2. Recipient will use the same degree of care to protect Discloser’s Confidential Information that it uses to protect its own confidential information, but no less than reasonable care. Unless authorized by Discloser, Recipient shall only use Confidential Information as needed to perform under this agreement, and shall not disclose any Confidential Information to any third party except to Recipient’s personnel and subcontractors requiring the Confidential Information to perform under this agreement and who are bound by written confidentiality obligations with respect to the Confidential Information. Recipient may disclose Confidential Information if compelled by law to do so, but will promptly give Discloser notice of such compelled disclosure as permitted by law.

  5. REPRESENTATIONS AND WARRANTY DISCLAIMERS

    1. Each party represents that it has the legal authority to enter into this agreement and to abide by these Terms of Service.

    2. USER’S USE OF THE SERVICE IS AT USER’S SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. Madrone does not represent or warrant that: (i) the Service will meet User’s specific requirements; (ii) the Service will be uninterrupted, timely, secure, or error-free; (iii) the results that may be obtained from the use of the Service will be accurate, timely or reliable; (iv) the quality of any products, services, information, or other material purchased or obtained by User through the Service will meet User expectations; or (v) any errors in the Service will be corrected. In particular, Madrone makes no representations or warranties of any kind with respect to any Third Party Content, Third Party Apps or Third Party Sites.

    3. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE EXTENT PERMITTED BY APPLICABLE LAW.

  6. LIMITATION OF LIABILITY

    1. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN THESE TERMS OF SERVICE, MADRONE’S TOTAL CUMULATIVE LIABILITY TO USER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED AN AMOUNT EQUAL TO THE FEES PAID TO Madrone BY USER UNDER THIS AGREEMENT IN THE 12-MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM.

    2. USER EXPRESSLY ACKNOWLEDGES AND AGREES THAT Madrone WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, EVEN IF Madrone HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, USER ACKNOWLEDGES AND AGREES THAT Madrone WILL NOT BE LIABLE FOR CUSTOMER’S USE OF OR RELIANCE ON ANY INFORMATION OBTAINED THROUGH THE SERVICES. THE ABOVE LIMITATION WILL APPLY TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.

    3. The parties expressly acknowledge and agree that Madrone has set its fees and entered into the agreement to provide the Service in reliance upon the limitations of liability specified herein, which allocate the risk between User and Madrone and form a basis of the bargain between the parties.

  7. TERM AND TERMINATION

    1. Unless otherwise provided in a separate agreement, User’s account shall remain open and active for as long as User is in good standing on User’s monthly payment obligations. Any Service Plan term will renew automatically and User will be charged accordingly. User may cancel User’s account at any time by clicking on the Account link and selecting the cancellation link.  Such cancellation will be effective immediately but access to the Service will continue until the end of the term for which User has paid.

    2. During the term of a selected Service Plan, User may not downgrade the usage of such Service Plan. No refund will be provided due to: (i) User’s cancellation of its account; (ii) User’s non-use of the Service during any term; or (iii) termination of User’s account due to User’s breach of these Terms of Service. User will remain obligated to promptly pay all amounts that, in the absence of cancellation or termination, would have become due in connection with the Service Plan during the full term of that Service Plan.

    3. Either Party has the right to immediately terminate the use of the Service, and the license rights provided hereunder, if the other Party breaches any provision of these Terms of Service and fails to cure the breach within thirty (30) days after receiving written notice of the breach.

    4. Madrone, in its sole discretion, has the right to suspend or terminate User’s account and refuse any and all current or future use of the Service, or any other Madrone service, for any reason at any time. Such termination for convenience of the Service will result in the deactivation, deletion or denial of access to User’s account. Madrone reserves the right to refuse to provide the Service to anyone for any reason at any time. In the event of termination for convenience by Madrone, User will be entitled to a refund of fees paid, pro-rated for the remainder of any Service Plan term.

    5. Upon any termination or cancellation of User’s account, User will promptly (i) cease using the Service; and (ii) cease using and will expunge any Madrone Content and Third Party Content on User’s platform obtained from the Service as may be required by Madrone.

    6. The rights and obligations of the parties contained in Sections 2.8, 3.5, 4, 5, 7, 8, 9.5 and10 will survive the termination or cancellation of User’s account and access to the Service under these Terms of Service.

  8. General

    1. User may not assign its rights and obligations under these Terms of Service, in whole or in part, by operation of law or otherwise, without Madrone’s express prior written consent; provided, however, User may assign this agreement to an User Affiliate as defined below. Any attempt to assign this Agreement, without such consent, will be null and of no effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party's successors and permitted assigns. Madrone may assign this Agreement without Customer’s consent provided any assignee fulfills the Madrone obligations set forth in these Terms of Service. For purposes of this Agreement, “User Affiliate” shall mean any other entity that, directly or indirectly, controls, or is controlled by, or is under common control with User.

    2. These Terms of Service will be governed by and construed in accordance with the laws of the State of California excluding conflict of laws principles. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Northern District of California and the parties hereby irrevocably consent to the personal jurisdiction and venue therein.

    3. Except as expressly set forth in these Terms of Service, the exercise by either party of any of its remedies hereunder will be without prejudice to its other remedies under these Terms of Service or otherwise. The failure by either party to enforce any provision of these Terms of Service will not constitute a waiver of future enforcement of that or any other provision.

    4. If for any reason a court of competent jurisdiction finds any provision of these Terms of Service invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions will remain in full force and effect.

    5. All notices required or permitted under these Terms of Service will be in writing and delivered by courier or overnight delivery services, by electronic mail, or by certified mail, and in each instance will be deemed given upon receipt. All communications will be sent to the addresses on file related to User’s account or to such other address as may be specified by either party to the other. Either party may change its address for notices under this agreement by giving written notice to the other party.

    6. Neither party will be responsible for any failure or delay in its performance under these Terms of Service (except for any payment obligations) due to causes beyond its reasonable control, including, but not limited to, labor disputes, strikes, lockouts, shortages of or inability to obtain labor, energy, raw materials or supplies, war, terrorism, riot, acts of God or governmental action.

    7. The parties under these Terms of Service are independent contractors and these Terms of Service do not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.

    8. User agrees to comply fully with all applicable export laws and regulations of the United States (“Export Laws”) to ensure that neither the Service, nor any direct product thereof are: (i) exported or re-exported directly or indirectly in violation of Export Laws; or (ii) used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.

    9. These Terms of Service, together with any referenced Service Plan and any other Madrone terms, conditions and policies, constitute the complete and exclusive understanding and agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to its subject matter. Any waiver, modification or amendment of any provision of these Terms of Service will be effective only if in writing and signed by duly authorized representatives of both parties.