Terms of Service/Participation Agreement
Last updated: September 30, 2016
Welcome to the United Gun Group Marketplace site (the "Site") and our selling and information/communication services (the "Services"). Any person who wants to access the Site and/or use the Services to sell items must accept the terms and conditions of this Participation Agreement without change (the “Participation Agreement”). BY REGISTERING FOR AND USING THE SERVICES, YOU AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, AND ALL POLICIES AND GUIDELINES OF THE SITE ARE INCORPORATED BY REFERENCE (the “Terms”).
UGG Media Holdings, LLC ("UGG," "we," "us," and "our") reserves the right to change any of the terms and conditions contained in this Participation Agreement or any policies or guidelines governing the Site or Services, at any time and in its sole discretion. Any changes will be effective upon posting of the revisions on the Site. All notices of changes to this Participation Agreement will be posted on the Site for thirty (30) days. You are responsible for reviewing the notice and any applicable changes. Changes to referenced policies and guidelines may be posted without notice to you. YOUR CONTINUED USE OF THIS SITE AND THE SERVICES FOLLOWING UGG Media Group’s POSTING OF ANY CHANGES WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES OR MODIFICATIONS. IF YOU DO NOT AGREE TO ANY CHANGES TO THIS PARTICIPATION AGREEMENT, DO NOT CONTINUE TO USE THE SERVICES OR THIS SITE.
Our Services are only available to individuals who can form legally binding contracts under applicable law. Our Services are not available to minors. If you do not qualify for an account for this reason, please do not use our Services. This Site provides a forum for buyers and sellers to engage in transactions for products related to firearms, knives, swords, hunting equipment, and accessories (“Items”). We are not involved in the transactions between buyers and sellers ourselves and we are not responsible for the outcome of a transaction except to the extent described in this Participation Agreement and the United Gun Group Marketplace Rules.
Registration and Use of Social Media and Marketplace
1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law18 years of age or older and of the age of legal majority in the state or country of residence, if older than 18. For example, minors are not allowed to use the Services. To register, you must provide your real name, address, phone number, e-mail address, and, if selling or buying on the platform, a valid credit card must be utilized. You represent and warrant that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the United States and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Participation Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to UGG Media Group or its affiliates is at all times accurate and complete; (d) if selling firearms, you possess a registered Federal Firearms License (an “FFL”) in good standing, and will follow all applicable laws. Report Illegal Firearms Activity at 1-800-ATF-GUNS (1-800-283-4867)
2. United Gun Group Marketplace Rules. In addition to the terms and conditions of this Participation Agreement, your use of the Site is conditioned upon your compliance with certain rules governing selling and buying on the Site, password maintenance, postings and conduct on the Site and other matters. Such rules are available here: Marketplace Terms of Service(the “United Gun Group Marketplace Rules”) and shall be incorporated herein.
3. Postings by Users. We provide a platform for users to purchase and sell items for sale on the Site (either via Classified advertisements or Auctions) (“Listings”). In addition, buyers, sellers or registered users may communicate with other users on the Site or post text, graphics, pictures and other content on the Site (any such material, “Postings”). Users may post reviews, comments, photos, videos, and other content; send other communications; and submit suggestions, ideas, comments, questions, or other information, so long as the content is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of intellectual property rights (including publicity rights), or otherwise injurious to third parties or objectionable, and does not consist of or contain software viruses, political campaigning, commercial solicitation, chain letters, mass mailings, or any form of "spam" or unsolicited commercial electronic messages. You may not use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of any content. UGG reserves the right (but not the obligation) to remove or edit such content, but does not regularly review posted content. Notwithstanding this right, we are not responsible for the content of Listings or Postings posted by Users. Monitoring of Postings and Listings by us is not intended to verify the accuracy of the information contained therein and should not be relied upon by you for any purpose.
1. Using the Services. In connection with using or accessing the Services you will not:
post, list or upload content or items in inappropriate categories or areas on our Sites;
breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status;
use our Services if you are not able to form legally binding contracts (for example, if you are under 18 years old), or are temporarily or indefinitely suspended from using our Sites, Services, applications or tools;
fail to pay for items purchased by you, unless you have a valid reason. For example, the seller has materially changed the item's description after you bid, a clear typographical error is made, or you cannot contact the seller;
fail to deliver items sold by you, unless you have a valid reason. For example, the buyer fails to comply with the posted terms in your listing or you cannot contact the buyer;
manipulate the price of any item or interfere with any other user's listings;
post false, inaccurate, misleading, deceptive, defamatory, or libelous content;
take any action that may undermine the feedback or ratings systems;
transfer your membership to another party without our consent;
distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
distribute viruses or any other technologies that may harm UGG or the interests or property of users;
use any robot, spider, scraper, data mining tools, data gathering and extraction tools, or other automated means to access our Services for any purpose, except with the prior express permission of UGG;
interfere with the working of our Services, or impose an unreasonable or disproportionately large load on our infrastructure;
export or re-export any UGG application or tool, except in compliance with the export control laws of any relevant jurisdictions and in accordance with posted rules and restrictions;
infringe the copyright, trademark, patent, publicity, moral, database, and/or other intellectual property rights (collectively, "Intellectual Property Rights") that belong to or are licensed to UGG. Some, but not all, actions that may constitute infringement are reproducing, performing, displaying, distributing, copying, reverse engineering, decompiling, disassembling, or preparing derivative works from content that belongs to UGG or someone else;
infringe any Intellectual Property Rights that belong to third parties affected by your use of the Services or post content that does not belongs to you;
commercialize any UGG application or any information or software associated with such application, except with the prior express permission of UGG;
harvest or otherwise collect information about users without their consent; or
circumvent any technical measures we use to provide the Services.
If we believe that you are abusing UGG in any way, we may, in our sole discretion and without limiting other remedies, limit, suspend, or terminate your user account(s) and access to our Services, delay or remove hosted content, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts, and take technical and/or legal steps to prevent you from using our Services.
We may cancel unconfirmed accounts or accounts that have been inactive for a long time or modify or discontinue our Services. Additionally, we reserve the right to refuse or terminate all or part of our Services to anyone for any reason at our discretion.
Sellers' Listing Fees and Payment Terms. If you are seeking to sell products through our site, please review the Fee Schedule and Payment Terms contained in the marketplace creation page for the Services which can be found here http://www.unitedgungroup.com/stores/create/id/2. All listing fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express and Discover. UGG, at its discretion and without notice, refuse to accept any individual payment methods, for any reason whatsoever. Unauthorized Use of Mail System/Spam. Any means of communication that we facilitate such as message boards exist solely to allow contact between a bidder (or potential bidder) and a seller for the purpose of engaging in or completing an auction transaction or purchasing through a Classified advertisement. You are prohibited from using the messaging system for any other purpose. You may not contact bidders on similar listed items and promote your own items or offer another item for sale. Abuse of our mail system and/or sending spam is a serious offense and will result in closure of your account.
2. UGG Media Group’s role. UGG provides a platform for third-party sellers and buyers to negotiate and complete transactions. UGG is not involved in the actual financial transaction between Sellers and Buyers other than in setting up a platform for them to communicate or take part in auctions whereby the seller and successful winning bidder will work out payment on their own.
3. Fees for UGG’s services. If you are seeking to sell products through our Site, please review the Fee Schedule and Payment Terms which can be found here http://www.unitedgungroup.com/stores/create/id/2. All listing fees are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms may vary in the future. The Fee Schedule and Payment Terms in effect on the date of sale of the item shall govern the transaction. You should check the fees and terms each time you participate. All fees, including but not limited to subscription plan fees, are payable upon demand on a Visa, MasterCard, American Express and Discover. UGG, at its discretion and without notice, refuse to accept any individual payment methods, for any reason whatsoever.
1. Notices. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by us. We will send notices to Seller at the e-mail address maintained in our records for Seller. Seller will monitor his or her e-mail messages frequently to ensure awareness of any notices sent by us.
2. Refusal of Service. We may refuse service to anyone for any reason.
3. UGG Media Group LLC Reservation of Rights. UGG retains the right to determine the content, appearance, design, functionality and all other aspects of the Site and the Services (including the right to re-design, modify, remove and alter the content, appearance, design, functionality, and other aspects of the Site and the Service and any element, aspect, portion or feature thereof, from time to time), and to delay or suspend listing of, or to refuse to list, or to de-list, or to require Seller not to list, any or all products in our sole discretion. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of Your Transactions. You will stop and/or cancel orders of your products if we ask you to do so (provided that if you have transferred your products to the applicable carrier or shipper, you will use commercially reasonable efforts to stop and/or cancel delivery by such carrier or shipper). You will refund any customer (in accordance with this Participation Agreement) that has been charged for an order that we stop or cancel.
4. UGG Media Group LLC Participation. Employees of UGG and its affiliates are permitted to participate in their personal capacity (i.e., not as UGG employees, representatives, or agents of UGG or its affiliates) in the transactions conducted through this Site (unless they have confidential information about a particular item). Employees of UGG and its affiliates, when participating in any transaction in their personal capacity, are subject to this Participation Agreement and the same procedures and guidelines contained in this agreement as any Buyer or Seller on this Site.
5. Your Transactions
a. For sales where a Seller lists goods at a fixed price ("fixed price sales"), the Seller is obligated to sell the goods at the listed price to Buyers who meet the Seller's terms. By listing an item in a fixed price sale, you represent and warrant to prospective Buyers that you have the right and ability to sell, and that the listing is accurate, current, and complete and is not misleading or otherwise deceptive.
b. For fixed price sales, Seller will determine the purchase price for each item he or she lists on the Site via and subject to UGG Media Group’s standard functionality for listing the purchase price, provided that Seller must abide by the same procedures and guidelines contained in this agreement with respect to pricing.
6. Your Obligation. By entering into this Participation Agreement and posting a listing, you agree to complete the transaction as described by this Participation Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable.
7. Password Security. Your password may be used only to access the Site, use the Services, and review your completed transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account) and are solely responsible for any use of or action taken under your password on this Site. If your password is compromised, you must change your password and alert us immediately.
8. Illegal Activity
a. Compliance with Laws; Fraud. The Site and Services may be used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You may not register under a false name or use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant's password(s). Such fraudulent conduct is a violation of federal and state laws. Fraudulent conduct may be reported to law enforcement, and UGG will cooperate to ensure that violators are prosecuted to the fullest extent of the law.
b. Investigation. UGG has the right, but not the obligation, to monitor any activity and content associated with this Site and investigate as we deem appropriate. UGG also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate. Such action may include, but is not limited to, issuing warnings, suspension or termination of service, denying access, and/or removal of any materials on the Site, including listings. UGG reserves the right and has absolute discretion to remove, screen, or edit any content that violates these provisions or is otherwise objectionable.
c. Disclosure of Information. UGG and our payment provider also reserve the right to report any activity that either of them suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other third parties.
9. Copyright Infringement Policy
In accordance with the requirements set forth in the Digital Millennium Copyright Act, Title 17 United States Code Section 512(c)(2) (“DMCA”), UGG will investigate notices of copyright infringement and take appropriate remedial action. If you believe that any Content on UnitedGunGroup.comhas been used or copied in a manner that infringes your work, please provide a written notification of claimed copyright infringement to the Designated Agent for the Site containing the following elements as set forth in the DMCA:
a physical or electronic signature of the owner of the copyright interest that is alleged to have been infringed or the person authorized to act on behalf of the owner;
identification of the copyrighted work(s) claimed to have been infringed, including copyright date;
identification of the Content you claim to be infringing and which you request be removed from the Site or access to which is to be disabled along with a description of where the infringing Content is located;
information reasonably sufficient to allow us to contact you, such as a physical address, telephone number and an email address;
a statement by you that you have a good faith belief that the use of the Content identified in your written notification in the manner complained of is not authorized by you or the copyright owner, its agent or the law; and
a statement by you that the information in your written notification is accurate and that, under penalty of perjury, you are the copyright owner or authorized to act on behalf of the copyright owner.
Company’s designated agent for the written notification of claims of copyright infringement can be contacted at the following address:
Designated Agent – Copyright Infringement Claims
UGG Media Holdings, LLC
c/o Greenspoon Marder, Attention: Robby H. Birnbaum, Esq.
100 West Cypress Creek Road, Suite 700
Fort Lauderdale, FL 33309
Phone: (954) 343 6959
Filing a DMCA Counter-Notice
If a User’s material has been removed or blocked by us as a result of a DMCA notice of infringement, you may send us a counter-notice in accordance with Sections 512(g)(2) and (3) of the DMCA asking for the allegedly infringing material to be restored. To file a DMCA counter-notice with us, send correspondence to our Designated Agent above.
When we receive a counter-notice, we will send a copy of the counter-notice to the party who originally requested the removal of the allegedly infringing material and we will reinstate the allegedly infringing material, unless that party obtains a court order supporting removal of the allegedly infringing material. We reserve the right to ignore a counter-notice that is not in compliance with the DMCA and we may, but are not obligated to, respond to a non-compliant counter-notice.
Your counter-notice must:
Describe and list all material(s) that were removed by us and the location at which the material(s) appeared before it/they was/were removed. The information provided should be as detailed as possible;
Provide your name, address, telephone number and email address (if available);
State that you consent to the jurisdiction of the U.S. Federal District Court for the judicial district in which your address is located (or Palm Beach County, Florida if your address is outside of the United States);
State that you will accept service of process from the person (or an agent of such person) who provided the DMCA notice to us.
Include a statement under penalty of perjury that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.
The counter-notice must be signed.
The counter-notice must be sent to our designated DMCA designated agent at the address above.
10. Privacy. Read the UnitedGunGroup.com Privacy Notice This Privacy Notice may be changed by UGG and its affiliates in the future. You should check the Privacy Notices frequently for changes.
11. No Warranties. THE SITE AND THE SERVICES ARE PROVIDED ON AN "AS IS" BASIS. UGG DOES NOT MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION:
a. THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT;
b. THAT THE SITE OR THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE, OR OPERATE WITHOUT ERROR;
c. THAT THE INFORMATION, CONTENT, MATERIALS, OR PRODUCTS INCLUDED ON THE SITE WILL BE AS REPRESENTED BY SELLERS, AVAILABLE FOR SALE AT THE TIME OF FIXED PRICE SALE, LAWFUL TO SELL, OR THAT SELLERS OR BUYERS WILL PERFORM AS PROMISED;
d. ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; AND
e. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF UGG
TO THE FULL EXTENT PERMISSIBLE UNDER APPLICABLE LAW, UGG DISCLAIM’S ANY AND ALL SUCH WARRANTIES.
12. General Release. BECAUSE UGG DOES NOT GET DIRECTLY INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASES UGG (AND UGG’S RESPECTIVE AGENTS, AFFILIATES AND EMPLOYEES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
13. Indemnity/Limitation of Liability.
a. Indemnity and Defense. You will defend, indemnify and hold harmless UGG, its successors, and each of their affiliates (and their respective employees, directors, agents and representatives) from and against any and all claims, costs, losses, damages, judgments, penalties, interest and expenses (including reasonable attorneys' fees) arising out of any Claim that arises out of or relates to: (i) any actual or alleged breach of your representations, warranties, or obligations set forth in this Participation Agreement; or (ii) your own website or other sales channels, the products you sell, any content you provide, the advertisement, offer, sale or return of any products you sell, any actual or alleged infringement of any intellectual property or proprietary rights by any products you sell or content you provide, or Seller Taxes or the collection, payment or failure to collect or pay Seller Taxes. For purposes hereof: "Claim" means any claim, action, audit, investigation, inquiry or other proceeding instituted by a person or entity.
b. Limitation of Liability. UGG WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, AND CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE PARTICIPATION AGREEMENT, THE SITE, THE SERVICES, THE INABILITY TO USE THE SERVICES OR THE TRANSACTION PROCESSING SERVICE, OR THOSE RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICES.
14. MANDATORY ARBITRATION/WAIVER OF CLASS ACTION and Applicable Law. The laws of the state of Florida govern this Participation Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the United Nations Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Participation Agreement or your use of the Services will be resolved by binding arbitration as described in this paragraph, rather than in court, except that you may assert claims in a small claims court in Palm Beach County, Florida if your claims qualify, and you or we may bring suit in the state or Federal courts within and for Palm Beach County, Florida to enjoin infringement or other misuse of intellectual property rights. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Participation Agreement as a court would. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent, Corporation Service Company, 120 Hays Street, Tallahassee, FL 32301. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules, including the AAA's Supplementary Procedures for Consumer-Related Disputes. Payment of all filing, administration and arbitrator fees will be governed by the AAA's rules. We will reimburse those fees for claims totaling less than $10,000 unless the arbitrator determines the claims are frivolous. Likewise, UGG will not seek attorneys' fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Each party agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration each party waives any right to a jury trial.
15. Disputes between Buyers and Sellers. UGG urges Sellers and Buyers to cooperate with each other to resolve any disputes by and among them. If necessary, UGG may act as either party's agent in connection with resolving any disputes between participants related to or arising out of any transaction, but solely for the purpose of sharing information related to the transaction such as date and time of bids, IP addresses, terms of sales, and contact information of the buyer or seller..
16. Your Grant. By entering into this Participation Agreement and listing an item or posting on the Site or providing suggestions or comments to UGG, you grant us a royalty-free, non-exclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all of the content you submit to UGG and its affiliates, and to sublicense the foregoing rights to our affiliates and operators of any website or other online point of presence (other than the Site) through which the Site and/or products or services available thereon are syndicated, offered, merchandised, advertised or described; provided, however, that we will not alter any of your trademarks (i.e., trademarks of yours that you provide to us in non-text form for branding purposes that are separate from and not embedded or otherwise incorporated in any product specific information or materials) from the form provided by you (except to re-size trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks (provided you are unable to do so using standard functionality made available to you via the Site or Services); provided further, however, that nothing in this Participation Agreement will prevent or impair our right to use without your consent the content and any other materials provided by you, to the extent that such use is allowable without a license from you or your affiliates under applicable law (e.g., fair use under copyright law, referential use under trademark law, or valid license from a third party). You represent and warrant that you own or otherwise control all of the rights to the content you submit to UGG and its affiliates, and that the use of such materials by UGG and its affiliates will not infringe upon or violate the rights of any third party.
17. Termination. UGG, in its sole discretion, may terminate this Participation Agreement, access to the Site or the Services, or any current fixed price sales or auctions immediately without notice for any reason. UGG, in its sole discretion, also may prohibit any Seller from listing items for fixed price sales or auctions.
18. No Agency; Third-Party Beneficiary. You are independent contractors and nothing in this Participation Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. Nothing expressed or mentioned in or implied from this Participation Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy, or claim under or in respect to this Participation Agreement. This Participation Agreement and all of the representations, warranties, covenants, conditions, and provisions hereof are intended to be and are for the sole and exclusive benefit of UGG, you, and relying Buyers or Sellers.
19. Severability. If any provision of this Participation Agreement shall be deemed unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these terms and conditions and shall not affect the validity and enforceability of any remaining provisions.
20. No Waiver. UGG will NOT be considered to have waived any of its rights or remedies described in this Participation Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by UGG in exercising its rights or remedies will impair or be construed as a waiver. Any single or partial exercise of a right or remedy will not preclude further exercise of any other right or remedy. UGG’S failure to enforce the strict performance of any provision of this Participation Agreement will not constitute a waiver of either party's right to subsequently enforce such provision or any other provisions of this Participation Agreement.
21. Entire Agreement. This Participation Agreement, including any terms and conditions incorporated herein by reference, and the general terms and conditions of the Site, including but not limited to the Privacy Notices and Conditions of Use, constitutes the entire agreement of the parties with respect to the subject matter hereof, and supersedes and cancels all prior and contemporaneous agreements, claims, representations, and understandings of the parties in connection with the subject matter hereof.