Welcome to KidInventor.com site (the “Site”) and our selling services (the “Services”)! Any individuals or organizations who wants to use the Services to sell items must accept this Terms and Conditions as the Participation Agreement (Agreement) without change. By registering and using the site, you agree to be bound by all terms and conditions of this agreement, and all policies and guidelines incorporated.
KidInventor, (“KidInventor,” “we,” “us,” and “our”), reserves the right to change any of the terms and conditions contained in this 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 new revisions on the Site, and all notice of changes to this 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 KidInventor’s posting of any changes will constitute your acceptance of such changes or modifications.
1. Eligibility. Use of the Site and Services is limited to parties that lawfully can enter into and form contracts under applicable law in your local residency. For example, minors under 18 years old are not allowed to use the Services under US law. 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 country in which your business is registered and that you are registering for the Services within such country; (b) you have all requisite right, power and authority to enter into this Agreement and perform your obligations hereunder; and (c) any information provided or made available by you or your affiliates to KidInventor or its affiliates is at all times accurate and complete.
2. Sellers’ Listing Fees, and Payment Terms. There is NO Listing Fees if you sell any items in year 2016, but the Fee Schedule and Payment Terms may change in the future. All fees and payments are in U.S. dollars unless stated otherwise and are incorporated herein by reference. The Fee Schedule and Payment Terms in effect on the date of sale of the item as the transaction date.
3. Order Policies and Guidelines.
Promptly after shipment of a customer’s order (or any portion of the customer’s order), you will inform us by email that the order or which portion of the order has been shipped and the tracking number using standard “Confirmation of Shipment”. You will provide to us shipment date and time, tracking number, carrier’s name, and order status. You will not send customers any emails concerning shipping confirmation of products you sell. If you fail to provide Confirmation of Shipment within the time frame specified by us (e.g., 3 days after the date an order was placed), we may contact to you or possible to cancel such transaction. You will comply with any instructions from the manufacturer, distributor and/or licensor of a product regarding Street Date for Delivery (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which such product should not be delivered or otherwise made available to customers) or the Street Date for Disclosure (which means the date, if any, specified by the manufacturer, distributor and/or licensor of a product as the date before which specified information regarding such product (e.g., title of a book) should not be disclosed publicly).
4. KidInventor’s Role. KidInventor provides a platform for third-party sellers (“Sellers”) and buyers (“Buyers”) to shop and complete transactions. KidInventor is not involved in the actual transaction between Sellers and Buyers. As a Seller, you take your full responsibility to post, promote, edit and use the Site.
5. Transaction Processing. Sales Proceeds are credited to a registered Seller’s Paypal account or Seller’s Payment Account per agreed terms at the time of use.
5.1 Seller must provide us true and accurate information when registering and must maintain and update that information as applicable. We may at any time require you to provide any financial, business or personal information we request to verify your identity. Seller will not impersonate any person or use a name he or she is not legally authorized to use. Seller authorizes us to verify his or her information. The KidInventor Privacy Notice applies to your use of the site.
5.2. Use Paypal or other 3rd party payment. For the approved Sellers, you will get Instant pay from Paypal pay with your Paypal account set-up at the site. You agreed that you take your own responsibility with your Paypal account. You need set you Paypal account at your shop page. Note Paypal has a fee for each transaction, such as 2.9% plus $0.30 USD of the amount you receive. So your total payment will be the sales price plus tax, shipping fee, minus Paypal fee, and KinInventor’s 2% fee. Sales Proceeds can be credited to Seller’s Paypal Account in its authorized locations.
5.3. Use check payment through an Invoice. It requires you to set a vendor’s account with us. Because KidInventor still takes the order with PayPal pay, the PayPal fee still applies. You should notify us that you want use check payment, and send an invoice to KidInventor Account Payable. Then KidInventor pays you with our company check. The payment processing normally takes about 1-2 weeks.
5.4. Use Bank Transfer: It requires at least $1,000 sales/week to set up. It’s only available in US at this time. We can initiate credits to Seller’s Account only on a Business Day when the automated clearinghouses are open for business. The default Payment Date is 14-day after the transaction date or the next Business Day if the scheduled Payment Date falls on a non-Business Day. If Seller requests a change to the scheduled Payment Date, the 14-day cycle will be reset to the requested Payment Date. When you either initially provide or later change your bank account information, you must wait 7 days to either (1) request a transfer to Seller’s Account. After 7 days, you may either request transfers to Seller’s Account at any time within the 7-day cycle. We will initiate a transfer to Seller’s Account on each Payment for the total amount of Sales Proceeds you received from Buyers’ authorized payment, less any fees or other amounts we may collect under this Agreement, any refunds, adjustments, or other amounts paid to Buyers in connection with Your Transactions.
Bank Transfers to the Seller’s Account will generally be credited within five Business Days of the date we initiate the transfer. On occasion, we may send Seller a paper check instead of an electronic credit to Seller’s Account if there is any difficulty for transfer or if Seller’s bank will not accept an electronic credit to Seller’s Account.
5.5. As a security measure, we or our affiliates may, but are not required to, impose transaction limits on some or all Buyers and Sellers relating to the value of any transaction, disbursement, or adjustment, the cumulative value of all transactions, disbursements, or adjustments during a period of time, or the number of transactions per day or other period of time. Neither we nor our affiliates will be liable to Seller: (i) if we do not proceed with a transaction, disbursement, or adjustment that would exceed any limit established by us or our affiliates for a security reason, or (ii) if we or our affiliates permit a Buyer to withdraw from a transaction because the Transaction Processing Service is unavailable following the commencement of a transaction.
5.6. Seller agrees resolve any dispute directly with Buyer and not through the KidInventor. If there is a dispute, we may delay initiating any remittances and withhold any payments to be made due to you in connection with the Transaction until the completion of any Seller actions and/or performance in connection with this Agreement. We will not be liable to Buyer if Seller does not perform any actions.
KidInventor does provide limited protection to sellers who meet the requirements of our Case Support Program.
5.7. All notices will be sent by e-mail or will be posted on the Site or by any other means then specified by KidInventor. We will send notices to Seller at the e-mail address maintained in our or KidInventor’s records. Seller agreed to monitor his or her e-mail messages frequently to ensure awareness of any notices sent by KidInventor. Seller will send notices to us using the email KidInventor provided in our Contact Us pages.
5.8. We reserve the right to refuse service to anyone for any reason. We reserve the right, upon termination of this Agreement or Seller’s use of the Services, to set off against any payments to be made to Seller, an amount to be adequate to cover chargebacks, refunds, adjustments or other amounts paid to Buyers in connection with Your Transactions from Seller’s Account.
6. KidInventor Reservation of Rights. KidInventor reserves 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, feature, design, functionality, and other aspects of the Site and the Service, 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. We may in our sole discretion withhold for investigation, refuse to process, restrict shipping destinations for, stop and/or cancel any of a Transactions. You will refund any customer (in accordance with this Agreement) that has been charged for an order that we stop or cancel.
7. Allowed Item and Prohibited Item Policy
As a site mainly target to the products and services for children and minors, we tend to allow items that have positive educational, inspiring, creating, or artistic value. Please check the Product and Service categories on the site and identify your items for the best fit of one or more categories. If you cannot find any good fit in the existing categories and like to propose a new category, please contact our customer service.
a. Custom-Made/Handmade Items:
KidInventor is a great marketplace to sell unique Handmade Toys or Collection Items for creativity promotion.
If you are selling Custom-Made/Handmade Items, you agree that:
• You must only place it at Handmade category and indicate the name of producer, such as you, your company, or someone else.
• The Term and Conditions and Prohibit Item Policy are still applied.
b. Used or Package-Opened Products:
Used or package-opened products are allowed with following restrictions:
• It must be in good working condition.
• You must disclose and describe the condition about it on your product page.
c. The following types of items, services, or posts are prohibited on KidInventior site:
1) Drugs, Drug Paraphernalia, Medical Drugs Claims, including certain intoxicating herbal substances used for recreational and medicinal purposes, regardless of their legality.
2) Alcohol and Tobacco products, also applies to the products that have or claim to have an intoxicating or healing effect, such as E-cigarettes and E-liquid, including all forms of vaporizers, smokeables and their components.
3) 3) Live Animals, Animal Products, Animal/Pet Toys and Supplies.
4) Hazardous and Dangerous Items, or the Instruction to make Hazardous and Dangerous Items: Items such as Explosives (fireworks or sparklers), Flammable items (including liquids or loose matches), Hazardous Kindle Accessories, Gases, Radioactive Materials, etc.
5) Toxic substances: Such as poisons
6) Weapons and Imitation Weapons. We don’t allow any tools, instruments, or instructions that is intended to be used as a weapon or make a weapon to inflict harm on a person. The following items are generally not allowed: guns, knives, blatant weapons, weapon making instructions, and imitation weapons that look like real. The toy weapons that meet the US and international toy laws and safety compliances are allowed, such as Toy Guns, Toy Slingshots.
7) Hate Items: Items that Promote, Support, or Glorify Hatred
8) Illegal Items: Items promoting Illegal Activity, and Highly Regulated Items
9) Grocery and Dietary Supplements
10) Currency, Coins, and Cash Equivalents. Toy money are allowed.
11) Pornography, Obscured, Sex, and Sensuality Contents
12) Gambling & Lottery
13) Intellectual Property Violations
14) Human Parts & Burial Artifacts
15) Unsafe Items and Recalled Items
16) Medical Devices & Accessories. Toy medical devices are allowed.
17) Violent Items: Items that Promote, Support, or Glorify Violence
18) Internationally Regulated Items
Our marketplace provides a direct connection between buyers and sellers around the world. That means that when you enter into a transaction across international borders, you are responsible for complying with international trade restrictions, including restrictions put into place by the US Office of Foreign Assets Control (“OFAC”), regardless of your location. The Office of Foreign Assets Control (“OFAC”) at the US Department of the Treasury administers various economic and trade sanctions, which prohibits dealing with certain designated persons and targeted countries. Because KidInventor is a US-based company, all members who buy and sell on KidInventor are subject to these restrictions, even if they live outside the United States.
Users shall consult the OFAC website for complete information about the various sanctions programs:
Bureau of Alcohol, Tobacco, Firearms and Explosives; FMCSA’s Guide to Complying with Federal Hazardous Materials Regulations; US Federal Government’s Guide to Recalled Items; US Code of Federal Regulations on Imitation Firearms; US Consumer Product Safety Improvement Act (CPSIA); Australian Competition & Consumer Commission’s (ACCC) Product Safety; European Commission’s Consumer Safety; US Consumer Product Safety Commission’s Resellers Guide to Selling Safer Products
We reserve the right to refuse the sales of certain products that may not proper in this site including but not limited to above items. By opening a KidInventor shop, you agree to this policy and our Terms.
8. Your Obligation. We expect our sellers to provide good customer service. By selling on KidInventor, you agree to:
• Accurately represent Yourself, Your Shop, and Your Listings and listing photos.
• Building a Positive Reputation Through our Reviews System
• Responding to Requests for Cancellations, Returns, Exchanges and Conversations in a timely manner.
• Respect the intellectual property of others.
• Building a Positive Reputation Through our Reviews System
• Honor the commitments you make in your shop policies, your shipping and processing times. Sellers are obligated to ship an item or otherwise complete a transaction with a buyer in a prompt manner, unless there is an exceptional circumstance.
• Please be aware that legal requirements for shipping times vary by country. Each country has its own laws surrounding shipping, cancellations, returns, and exchanges.
• Resolve disagreements or disputes directly with the buyer.
• If you are unable to complete an order, you must notify the buyer and cancel the order.
For sales where a Seller lists goods at a fixed price, 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. By entering into this Agreement and posting a listing for fixed price sale, you agree to complete the transaction including shipping as described by this Agreement. You acknowledge that by not fulfilling these obligations, your action or inaction may be legally actionable. You agreed that KidInventor are not responsible for your listing and pricing. We highly recommend you have your shop policies post on KidInventor site and promptly and regularly respond to your buyers.
9. Seller Taxes. You agree that it is the Seller’s responsibility to determine whether Seller Taxes apply to the transactions and to collect, report, and remit the correct Seller Taxes to the appropriate tax authority, and that KidInventor is not obligated to determine whether Seller Taxes apply and is not responsible to collect, report, or remit any sales, use, or similar taxes arising from any transaction, except to the extent KidInventor payments expressly agrees to receive taxes or other transaction-based charges in connection with tax calculation services made available by KidInventor and used by Seller. “Seller Taxes” means any and all sales, goods and services, use, excise, import, export, value added, consumption and other taxes and duties assessed, incurred or required to be collected or paid for any reason in connection with any advertisement, offer or sale of products by you on or through the Site by applicable tax laws.
10. Cancellations, Returns and Refunds.
If you are unable to complete a transaction, you must notify the buyer by the email and cancel the transaction. If the buyer already submitted payment, you must issue a full refund. You shall keep proof of any refunds in the event a dispute arises.
You may cancel a transaction under the following circumstances:
• The buyer did not pay.
• Both you and the buyer agree to cancel the transaction prior to shipment, and you have issued the buyer a full refund, including shipping.
• The buyer did not receive the item(s) ordered, even though you provided proof of shipping, and you have issued a refund for the item. If it’s lost in mail, you should claim the insured amount from the delivery company or post service. (Refunding shipping is optional)
• Both you and the buyer agreed that the buyer could return the item for a refund, you have received the returned item and issued a refund to the buyer for the item.
Seller agreed that Buyers shall contact seller directly and attempt to resolve any outstanding issues before opening a case on KidInventor. For this reason, it is important that you have your shop policies and promptly and regularly respond to your buyers. Buyers may file a case for a non-delivery or a not-as-described item and Seller must respond to any open cases within seven days.
A Non-Delivery occurs when a buyer places an order and submits payment, but does not receive the item for the reasons such as following examples:
• An item was never sent.
• An item was sent to an address that is not on the KidInventor receipt.
• There is no proof that the item was shipped to the buyer’s address.
• An item is Not as Described if it is materially different from your listing description or your photos. The following are examples of Not as Described cases:
• The item received is a different color, model, version, or size than is shown in the photo or described in the listing.
• The item has a significant different design or material.
• You failed to disclose the fact that an item is damaged, used, or is missing parts.
• Different quantity.
• Late delivery, such as a firm deadline was agreed upon by the buyer and seller in writing and the item become completely useless after the deadline date.
It’s your responsibility to determine and calculate the amount of all refunds and adjustments (including any taxes, shipping and handling or other charges) or other amounts to be paid by you to Buyers in connection with Your Transactions. You will promptly provide refunds and adjustments that you are obligated to provide under the applicable KidInventor return policies and as required by law, and in no case later than thirty (30) days after the obligation arises.
The KidInventor Service fee will be also refund to Buyer if Buyer cancels the transaction, but it will not be refunded if the delivery was lost in the mail. You shall looking for the compensation from the carrier.
11. Password Security. Your password may be used only to access the Site, use the Services or electronically sign Your Transactions. You are solely responsible for maintaining the security of your password. You may not disclose your password to any third party and are solely responsible for any use of or action taken under your password on this Site. You can change password anytime on the system.
12. Compliance with Laws
The Site and Services are used only for lawful purposes and in a lawful manner. You agree to comply with all applicable laws, statutes, and regulations. You cannot use an invalid or unauthorized credit card. You may not impersonate any participant or use another participant’s accounts. Such fraudulent conduct is a violation of US federal and state laws. Illegal Activity or Fraudulent Conduct may be reported to law enforcement agency.
KidInventor has the right, but not the obligation, to monitor any activity and content associated with this Site as we deem appropriate. KidInventor also may investigate any reported violation of its policies or complaints and take any action that it deems appropriate.
a. When you use the Services, some identifiable information about you, including your user name, feedback and the e-mail address associated with your account, may be displayed on the Site and may be viewed by potential buyers. Sellers are also asked to verify their identities before launching a project. Once this has been done, the Seller’s Verified Name will be publicly displayed on their account profile and on the shop page.
KidInventor site keeps your info private in our system as following:
• Any payment information and sales reports
• Your password
• Your IP address
• Communications you send to us
• Your email address
• Your phone number
• Your PayPal Account or Bank info
• Your address and your website
For sellers, you have your own choice to post such as your email address, social media links, phone number, location, or website, on your shop page, such as Shop Description or Seller Info at Shop Settings, to gain customer trust and allow customer to contact you. When you do so, you take your own responsibilities for privacy of these data, and you hereby waive KidInventor as such responsibilities.
b. You will not, and will cause your affiliates not to, directly or indirectly disclose, convey or use any order information or other data or information acquired by you or your affiliates from KidInventor or its affiliates, the transactions contemplated hereby or the parties’ performance hereunder (collectively, “KidInventor Transaction Information”), except you may disclose this information as necessary for you to perform your obligations under this Agreement, provided that you ensure that every recipient uses the information only for that purpose and complies with the restrictions applicable to you.
c. Disclosure of Information. KidInventor 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. In order to cooperate with governmental requests, to protect KidInventor’s systems and customers, or to ensure the integrity and operation of KidInventor’s business and systems, KidInventor may access and disclose any information it considers necessary or appropriate, including but not limited to user contact details, IP addressing and traffic information, usage history, and posted content.
14. No Warranties. The site and the services are provided on an “as is” basis. Neither KidInventor nor KidInventor’s affiliates make any other representations or warranties of any kind, express or implied, including without limitation:
• The implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement;
• That the site or the services meet your requirements, will always be available, accessible, uninterrupted, timely, secure, or operate without error;
• Any implied warranty arising from course of dealing or usage of trade;
• Any obligation, liability, right, claim, or remedy in tort, whether or not arising from the negligence of KidInventor or its affiliates.
To the full extent permissible under applicable law, KidInventor disclaim any and all such warranties.
15. General Release. BECAUSE KIDINVENTOR IS NOT INVOLVED IN TRANSACTIONS BETWEEN BUYERS AND SELLERS OR OTHER PARTICIPANT DEALINGS, IF A DISPUTE ARISES BETWEEN ONE OR MORE PARTICIPANTS, EACH OF YOU RELEASE KIDINVENTOR (AND THEIR RESPECTIVE AGENTS 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.
16. Indemnity and Defense. You will defend, indemnify and hold harmless KidInventor, 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 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.
17. Limitation of Liability. NEITHER KIDINVENTOR NOR KIDINVENTOR’S AFFILIATES WILL 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 AGREEMENT, THE SITE, THE SERVICES, THE TRANSACTION PROCESSING SERVICE, 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.
18. Applicable Law. The laws of the state of California, USA, govern this Agreement and all of its terms and conditions, without giving effect to any principles of conflicts of laws or the Convention on Contracts for the International Sale of Goods. Each party consents that any dispute or claim relating in any way to this Agreement or your use of the Services or Transaction Processing Services will be resolved by binding arbitration as described in this paragraph, rather than in court. There is no judge or jury in arbitration. 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). Likewise, KidInventor will not seek attorneys’ fees and costs from you in arbitration unless the arbitrator determines the claims are frivolous.
19. Disputes. Because KidInventor is neither the agent of Seller nor the agent of Buyer for any purpose, except as set out in Section 5, KidInventor will act as neither party’s agent in connection with resolving any disputes between participants related to or arising out of any transaction. KidInventor urges Sellers and Buyers to cooperate with each other to resolve such disputes.
20. Your Grant. By entering into this Agreement and listing an item, 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 KidInventor 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; You represent and warrant that you own or otherwise control all of the rights to the content you submit to KidInventor and its affiliates, and that the use of such materials by KidInventor and its affiliates will not infringe upon or violate the rights of any third party.
21. Drop Shipping Policy:
Drop shipping, or allowing a third party to fulfill orders to customers on your behalf, is generally acceptable. If you intend to fulfill orders using a drop shipper, you must always:
Be the seller of record of your products;
Identify yourself as the seller of your products on all packing slips and other information included or provided in connection with them;
Be responsible for accepting and processing customer returns of your products; and
Comply with all other terms of your seller agreement and applicable KidInventor policies.
Examples of drop shipping that is not permitted:
22. General Provisions.
b. No Agency; Third-Party Beneficiary. You and each of KidInventor are independent contractors and nothing in this 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 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 Agreement. This 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 KidInventor, you, and relying Buyers or Sellers.
c. Severability. If any provision of this 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.
d. No Waiver. Neither KidInventor nor KidInventor Payments will be considered to have waived any of its rights or remedies described in this Agreement unless the waiver is in writing and signed by the relevant party. No delay or omission by KidInventor or KidInventor Payments 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. KidInventor’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of either party’s right to subsequently enforce such provision or any other provisions of this Participation Agreement.