1. Introduction

This page contains the terms and conditions (the "Terms and Conditions") under which you may access and use the Reppr Site and Services (as each are defined below) provided by Reppr Inc. These Terms and Conditions include the Reppr Privacy Policy, which is incorporated by reference. If you do not accept these Terms and Conditions or you do not meet or comply with their provisions, you may not use the Reppr Site or Services. These Terms and Conditions are effective as of January 3, 2017.

2. Binding Agreement

These Terms and Conditions, form a binding agreement (the "Agreement") between you and Reppr. Your access to or use of the Reppr Site or Services indicates your acceptance of these Terms and Conditions. If You do not accept the Terms stated here, do not use the Reppr Site or Services. You are agreeing to use the Site or Services at your own risk. Reppr may revise these Terms and Conditions at any time by posting an updated version to this Web page. You should visit this page periodically to review the most current Terms because they are binding on You. Users who violate these Terms and Conditions may have their access and use of the Reppr Site suspended or terminated, at Reppr’s discretion.

2.a Authorization

By creating a profile to access the Services, you represent and warrant that you are duly authorized by the Third Party Company or Candidate, as applicable,to create such profile. You acknowledge that Reppr is relying on this representation in order to provide you, the Third Party Company and/or the Candidate with the Services.

3. Definitions

The following definitions apply to this Agreement:

3.a "Candidate"

includes any User who is seeking a job on the Sites.

3.b "Content"

includes all content used on the Sites in any form including, but not limited to, Text, Design, Information, Ideas, Concepts or Graphics.

3.c "Design"

includes the page layout, visual organization, and color combination visible on the Reppr Site.

3.d "Graphics"

includes all visual content, such as logos and button, on the Sites, excluding paid advertising banners.

3.e "Reppr Materials"

includes any materials, implementation plans or other intellectual property used on the Reppr Site or Services.

3.f “Reppr Site or Sites”

includes any website controlled by Reppr.

3.g "Services"

include any services provided by Reppr, including an online service to connect a Third Party Company to a Candidate, or a Candidate to a Third Party Company.

3.h "Text"

includes any text on our Sites.

3.i "Third Party Company"

includes a person or registered business employer seeking candidates for an open job position.

3.j "Third Party Company Materials"

includes any emails, web site content, logos, trademarks, documents or other materials provided by a Third Party Company.

3.k "User"

Includes, as applicable in the context of the provision, any individual, Candidates, or Third Party Company that accesses our uses Reppr’s Sites and/or Services

3.l "You" or "you"

are the User whom is agreeing to these Terms and Conditions.

4. Intellectual Property Rights and Acceptable Use of the Sites and Services

4.a General Use Rules

The Reppr Sites may be used only by Candidates seeking employment with Third Party Companies and by Third Party Companies seeking Candidates for employment. Your use of the Reppr Site and Services is subject to additional contracts. In the event of a conflict between these Terms and Conditions and any contract you have with Reppr, the terms of your contract will prevail. You are responsible for maintaining the confidentiality of your Personal Information (account information, profile and password). You shall be responsible for all uses of your Personal Information, whether or not authorized by you. You must notify Reppr of any unauthorized use of your Personal Information

4.b Reppr Intellectual Property Rights

All text, graphics, editorial content, data, formatting, graphs, designs, HTML, look and feel, photographs, music, sounds, images, software, videos, designs, typefaces and other content (collectively “Proprietary Material”) that Users see or read through the Service is owned by Reppr, excluding User Content that Reppr has the right to use. Proprietary Material is protected in all forms, media and technologies now known or hereinafter developed. Reppr owns all Proprietary Material, as well as the coordination, selection, arrangement and enhancement of such Proprietary Materials as a Collective Work under the United States Copyright Act, as amended. The Proprietary Material is protected by the domestic and international laws of copyright, patents, and other proprietary rights and laws. Users may not copy, download, use, redesign, reconfigure, or retransmit anything from the Service without Reppr’s express prior written consent and, if applicable, the holder of the rights to the User Content. Any use of such Proprietary Material, other than as permitted therein, is expressly prohibited without the prior permission of Reppr and, if applicable, the holder of the rights to the User Content.
The service marks and trademarks of Reppr, including without limitation Reppr logos are service marks owned by Reppr. Any other trademarks, service marks, logos and/or trade names appearing via the Service are the property of their respective owners. You may not copy or use any of these marks, logos or trade names without the express prior written consent of the owner.
Unless otherwise expressly provided herein, You may not modify, display, sell, recreate, or distribute Reppr material, or use them in any wayincluding, without limitation:
• copying the HTML code used to generate web pages on the Sites;
• use any device to navigate any Reppr Site other than the tools available on the Site;
• use any robotic data mining or similar data gathering or extraction methods;
• attempting to test the vulnerability of a system or network of a Reppr Site, or to breach security or authentication measures without proper authorization;
• copying, aggregating or duplicating any manner of Content or information from any Reppr Site without the express written consent of Reppr;
• copying, aggregating or duplicating any manner of Content or information of a Third Party Company from any Reppr Site, including but not limited to trademarks, logos, and materials, without the express written consent of said Third Party Company;
• reverse engineering or decompiling Content on Reppr Sites;
• post any Content or Documents that display misleading or incorrect information,allude to the participation in illegal activities, or endorse any activity or behavior prohibited by law;
• applying for a position on behalf of an individual other that You;
• logging into an account You are not authorized to access;
• submitting any false or incorrect information about You;
• soliciting passwords or other Personal Information from Users;
• altering or Removing any information or accounts not posted by You;
• making unsolicited contact with any Users that have specifically requested not to be contacted by You;
• selling or trading any information or content retrieved or gathered from a User;
• interfering or attempting to interfere with contact to any User;
• the use of Reppr Sites or Services for any illegal activity; or
• submitting any Content or Documents that may deemed as offensive or inappropriate, as determined by Reppr.
Breach of the previous allowances will be investigated by Reppr and may result in prosecution of Users involved.

4.c Use by Candidates

You acknowledge that your account is terminable. You have the right to access and use Reppr Sites and Services solely for employment opportunities for yourself. You are responsible for Your use of the Sites and Services, as well as the information provided in your account. Reppr reserves the right to terminate an account at any time, due to illegal or otherwise deemed, in its sole discretion, inappropriate activity, or inactivity of Site or Services.

4.d Use by Third Party Companies

You acknowledge that your account is terminable. You have the right to access and use Reppr Sites and Services solely for employment opportunities for theThird Party Company. You are responsible for Your use of the Sites and Services, as well as the information provided in on your job posting and other content. Reppr reserves the right to terminate your account and any content contained therein any time, due to illegal or otherwise deemed, in its sole discretion, inappropriate activity, or inactivity of Site or Services. Reppr reserves the right to refuse any job postings or other User Content deemed unrelated, inappropriate, or misleading.
Each Third Party Company is solely responsible for its postings on Reppr Sites. Reppr is not an employer with respect to Your use of any Reppr Site and Reppr shall not be responsible for any employment decisions, for whatever reason, made by any User entity posting job opportunities on any Reppr Site. You understand and acknowledge that if You cancel Your Third Party Company account or Your Third Party Company account is terminated, all Your account information from Reppr, including saved applications, network contacts, and email lists, will be removed from Reppr's databases. Information may continue to be available for some period of time because of delays in propagating such deletion through Reppr’s web servers. In order to protect our Users from commercial advertising or solicitation, Reppr reserves the right to restrict the number of e-mails which Third Party Companies may send to Users. You shall use the Reppr Site and Services in accordance with all applicable privacy and data protection laws.

4.eThird Party Company Materials

Third Party Company Materials shall not violate any laws or rights including copyright, trademark, obscenity, rights of publicity or privacy, or defamation laws. Third Party Company grants Reppr a nationwide, non-exclusive royalty-free license to use the Third Party Company Materials and to hyperlink to Third Party Company’s website in connection with the Services

4.f Confirmation of Personal Information

You consent that Reppr may research and confirm through social media websites all Personal Information voluntarily submitted. This Personal Information includes but is not limited to: age, social media followers, college or university, previous employment, and current state of residency. You consent that your Reppr account may be terminated if any of this information is discovered to be inaccurate or false.

4.g User Content; Grant of License

All Content, including but not limited to information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials, submitted, posted or displayed posted by a User on Reppr Sites or through its Services (“User Content”) posted by a User is the sole responsibility of such User whom the Content originated ("User Content"). Reppr claims no ownership or control over any User Content posted on its Site or its Services. You, the User, retain all rights to this content. Reppr reserves the right to refuse any job postings or other User Content deemed unrelated, inappropriate, or misleading. You understand that all information, data, text, software, music, sound, photographs, graphics, video, advertisements, messages or other materials submitted, posted or displayed by You on or through a Reppr Site ("User Content") is the sole responsibility of the person from which such User Content originated. You understand that Reppr does not guarantee the truthfulness or accuracy of User Content. Reppr does not support any opinions posted by Users, nor agree with any descriptions that may be misleading. Except as provided in these Terms and Conditions, You, or a third party licensor, as appropriate, retain all patent, trademark, and copyright and other similar intellectual property rights to any User Content you submit, post or display on or through Reppr and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying User Content on or through Reppr Sites or through its Services Reppr, you grant Reppr a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content through Reppr. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, you grant Reppr a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting Reppr and the Reppr Site and Services. Reppr will discontinue this licensed use within a commercially reasonable period after such User Content is removed from Reppr. Reppr reserves the right to refuse to accept, post, display or transmit any User Content in its sole discretion. Additionally, upon the application to a Third Party Company posting listed on a Reppr Site, You grant said Third Party Company a worldwide, non-exclusive, royalty-free, transferable, sub-licensable license to use, reproduce, adapt, distribute and publish such User Content through their Third Party Sites and Services. In addition, by submitting, posting or displaying User Content which is intended to be available to the general public, you grant said Third Party Company a worldwide, non-exclusive, royalty-free license to reproduce, adapt, distribute and publish such User Content for the purpose of promoting said Third Party Company, and the Third Party Company Site and Services. You also represent and warrant that You have the right to grant, or that the holder of any rights, including moral rights in such User Content has completely and effectively waived all such rights and validly and irrevocably granted to You the right to grant, the license required by these Terms and Conditions stated above. If You post User Content in any public area of any Reppr Site, you also permit any User to access, display, view, store and reproduce such User Content for personal use.

4.h Acceptable Use/User Content

The owner of User Content placed on any Reppr Site retains any and all rights that may exist in such User Content. Reppr may review and remove any User Content that, in its sole judgment, violates these Terms and Conditions, violates applicable laws, rules or regulations, is abusive, disruptive, offensive or illegal, or violates the rights of, or harms or threatens the safety of, Users of any Reppr Site.
Reppr reserves the right to expel Users and prevent their further access to the Reppr Sites and/or use of Reppr Services for violating these Terms and Conditions or applicable laws, rules or regulations. Reppr may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for Reppr, damage Reppr's brand or public image, or cause Reppr to lose Users or (in whole or in part) the services of its ISPs or other suppliers.
Reppr does not represent or guarantee the truthfulness, accuracy, or reliability of User Content, derivative works from User Content, or any other communications posted by Users nor does Reppr endorse any opinions expressed by Users. You understand that Reppr does not guarantee the truthfulness or accuracy of User Content. Reppr does not support any opinions posted by Users, nor agree with any descriptions that may be misleading. You acknowledge that any reliance on material posted by other Users will be at Your own risk.
The following is a partial list of User Content that is prohibited on any Reppr Site. The list below is for illustration only and is not a complete list of all prohibited User Content. Content that:
• is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual;
• harasses, incites harassment or advocates harassment of any group or individual;
• involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing, “spamming” or “phishing”;
• Upload files that contain viruses, Trojan horses, corrupted files, or any other similar software that may damage the operation of another’s computer.
• Post or upload any content to which you have not obtained any necessary rights or permissions to use accordingly.
• Advertise or offer to sell any goods or services for any commercial purpose through the Service that are not relevant to the services offered through the Service.
• Impersonate another person or a User or allow any other person or entity to use your identification to post or view comments.
• Register under different usernames or identities, after your account has been suspended or terminated.
• constitutes, promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous;
• promotes or endorses an illegal or unauthorized copy of another person's copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files;
• contains restricted or password only access pages, or hidden pages or images;
• displays or links to pornographic, indecent or sexually explicit material of any kind;
• provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18;
• provides instructional information about illegal activities or other activities prohibited by these Terms and Conditions, including without limitation, making or buying illegal weapons, violating someone's privacy, providing or creating computer viruses or pirating any media; or
• solicits passwords or personal identifying information from other Users.

4i. Copyright Complaints and Copyright Agent

Reppr respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials provided on or in connection with the Service infringe upon your copyright or other intellectual property right, please send the following information to Reppr’s Copyright Agent at: Reppr, Inc., 33 Colby Road, Wellesley, MA 02482:
• A description of the copyrighted work that you claim has been infringed, including the URL (Internet address) or other specific location on the Service where the material you claim is infringed is located. Include enough information to allow Reppr to locate the material, and explain why you think an infringement has taken place;
• A description of the location where the original or an authorized copy of the copyrighted work exists -- for example, the URL (Internet address) where it is posted or the name of the book in which it has been published;
• Your address, telephone number, and e-mail address;
• A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
• A statement by you, made under penalty of perjury, that the information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf; and
• An electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

5. Disclaimers and Warranties

Reppr disclaims all responsibility or liability for the accuracy, completeness, legality, or availability of information or material displayed on its Site or Services. Reppr disclaims all responsibility for the untimely delivery or deletion of any information or material. Reppr disclaims all responsibility for any damages due to the downloading or viewing material or Content on other sites hyper linked to the. Reppr disclaims all responsibility for any wrongdoing due to the misuse of its Site or Services.
REPPR SITES AND SERVICES ARE PROVIDED “AS IS,” WITH NO WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED. REPPR EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATIONTO THE WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OF THIRD PARTIES' RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE. REPPR MAKES NO WARRANTIES ABOUT THE ACCURACY, RELIABILITY, COMPLETENESS, OR TIMLINESS OF ITS SITE AND SERVICES. REPPR DISCLAIMS ANY WARRANTIES FOR SERVICES, GOODS, OR PRODUCTSACQUIRED THROUGH OR ADVERTISED ON THE SITE, OR THROUGH ANY HYPERLINKS AVAILABLE ON THE SITE. YOU UNDERSTAND AND AGREE DOWNLOADABLE OR OTHER POTENTIAL HARMFUL MATERIAL TO YOUR COMPUTER IS THE SOLE RESPONSIBILITY OF YOU. REPPR DISCLAIMS RESPONSIBILITY FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH CONTENT OR DATA. TO THE FULLEST EXTENT POSSIBLE BY LAW, IN NO EVENT SHALL REPPR, ITS SUPPLIERS, OR ANY THIRD PARTIES MENTIONED ON ANY REPPR SITE BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA, LOST EMPLOYMENT OPPORTUNITY OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE ANY REPPR SITE OR SERVICES OR ANY REPPR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT REPPR IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6. Limitation of Liability; Release

UNDER NO CIRCUMSTANCES WILL REPPR BE LIABLE TO ANY USER ON ACCOUNT OF THE MISUSE OF OR DEPENDENCE ON THE SITE. REPPR WILL NOT BE HELD RESPONSIBLE TO ANY CLAIM RELATING TO THIS AGREEMENT. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM INVOLVING DAMAGES ARISING FROM USE OR MISUSE OF AND DEPENDENCE ON THE SITE, FROM DEPENDENCE OR DAMAGE CAUSED BY INFORMATION POSTED ON THE WEBSITE, FROM INABILITY TO OPERATE THE SITE, OR FROM THE INTERRUPTION, OR TERMINATION OF SITE (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). THIS LIMITATION WILL ALSO APPLY TO CLAIMS INVOLVING DAMAGES INCURRED BY OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE SITE. REPPR IS NOT LIABLE FOR THE ACTIONS OF INDIVIDUAL CANDIDATES, NOR THE ACTIONS OF THIRD PARTY COMPANIES.
The Reppr Site and Service is a venue for connecting Users. In the event that you have a dispute with one or more Users, you release Company (and our officers, directors, agents, investors, subsidiaries, and employees) from any and all claims, demands, or damages (actual or 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.

6.a California Residents.

If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor."

6.b Hyperlinks to Third Party Company Sites

Reppr is not responsible for the content or material on Third Party Company sites hyperlinked to the Reppr Sites. If You access these third party sites, you do so at Your own risk.

7. Payment of Services upon Termination of Service Agreement.

If You choose to terminate your Service Agreement with Reppr at any time, you must provide thirty(30) days notice. Reppr reserves the right to receive all payments from you for the Services used by you up to the date of termination.

8. Amendments to this Agreement

Reppr reserves the right, at its sole and absolute discretion, to change, modify, add to, supplement or delete any of the terms and conditions of this Agreement (including the Privacy Policy) and review, improve, modify or discontinue, temporarily or permanently, the Service or any content or information through the Service at any time, effective with or without prior notice and without any liability to Reppr. Reppr will endeavor to notify you of these changes by email, but will not be liable for any failure to do so. If any future changes to this Agreement are unacceptable to you or cause you to no longer be in compliance with this Agreement, you must terminate, and immediately stop using, the Service. Your continued use of the Service following any revision to this Agreement constitutes your complete and irrevocable acceptance of any and all such changes. Reppr may change, modify, suspend, or discontinue any aspect of the Service at any time without notice or liability. Reppr may also impose limits on certain features or restrict your access to parts or all of the Service without notice or liability.

9. Indemnification

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD REPPR, ITS AFFILIATES, AND THEIR RESPECTIVE EMPLOYEES, AGENTS AND OFFICERS HARMLESS FROM AND AGAINST ANY CLAIMS, ACTIONS OR DEMANDS INCLUDING, WITHOUT LIMITATION TO, REASONABLE LEGAL AND ACCOUNTING FEES, ALLEGING OR RESULTING ROM AND AGAINST ANY AND ALL LOSSES, DAMAGES, LIABILITIES, CLAIMS, DEMANDS, SUITS, EXPENSES AND ANY OTHER OUT-OF-POCKET COSTS (INCLUDING REASONABLE ATTORNEYS' FEES AND EXPENSES) WHICH REPPR BE LIABLE FOR ARISING OUT OF ANY SUIT OR CLAIM MADE OR BROUGHT AGAINST REPPR BASED UPON, ARISING OUT OF, OR RELATING (I) ANY USER CONTENT YOU POST OR PROVIDE TO REPPR, (II) YOUR USE OF ANY REPPR CONTENT, OR (III) A BREACH OF THESE TERMS BY YOU.

10. User Information and Privacy Policy.

All User Information will be used for the sole purposes outlined in Reppr’s Privacy Policy. You understand that Reppr reserves the right to comply with requests of law enforcement agencies and officials in the event of such compliances requiring disclosure of certain User Information.

11. Questions and Notices

Questions concerning the use of the Sites should be directed to Feedback. Notices to Reppr should be sent to the address listed on the Sites. We will send notice to you at the email address submitted by you or to such other address as Reppr reasonably determines is an appropriate address for you.

12. No Employment/Independent Contractor Relationship

Each User assumes all liability for proper classification of such User’s workers as independent contractors or employees based on applicable legal guidelines.
Users do not have authority to enter into written or oral — whether implied or express — contracts on behalf of Reppr. Each User acknowledges that Reppr does not, in any way, supervise, direct, or control a Third Party Company’s work or assignments performed in any manner.
The Service is not an employment service and Reppr does not serve as an employer of any User. As such, Reppr will not be liable for any tax or withholding, including but not limited to unemployment insurance, employer’s liability, social security or payroll withholding tax in connection with your use of Users’ services.
You agree to indemnify, hold harmless and defend Reppr from any and all claims that a Candidate was misclassified as an independent contractor, any liabilities arising from a determination by a court, arbitrator, government agency or other body that a Candidate was misclassified as an employee (including, but not limited to, taxes, penalties, interest and attorney’s fees), any claim that Reppr was an employer or joint employer of a Candidate, as well as claims under any employment-related laws, such as those relating to employment termination, employment discrimination, harassment or retaliation, as well as any claims for overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits.

13. General

These Terms and Conditions are governed by the laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws rules. This Agreement represents the entire Agreement between You and Reppr with respect to the subject matter. A breach of this Agreement may result, at the sole discretion of Reppr, in the immediate termination of Your use of Reppr Sites and Services.Failure by Company to enforce any provision(s) of this Agreement will not be construed as a waiver of any provision or right. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will be enforced to the fullest extent possible, and the remaining provisions will remain in full force and effect. This Agreement will inure to the benefit of Company, its successors and assigns.

14. INFORMAL NEGOTIATIONS.

To expedite resolution and reduce the cost of any dispute, controversy or claim related to this Agreement (“Dispute”), you and Company agree to first attempt to negotiate any Dispute (except those Disputes expressly excluded below) informally for at least thirty (30) days before initiating any proceeding. Such informal negotiations will commence upon written notice. Your address for such notices is your billing address, with an email copy to the email address you have provided to Company. Company’s address for such notices is 33 Colby Road, Wellesley, MA 02482
I HEREBY ACKNOWLEDGE THAT I HAVE READ AND UNDERSTAND THE FOREGOING TERMS OF SERVICE AND PRIVACY POLICY AND AGREE THAT MY USE OF THE SERVICE IS AN ACKNOWLEDGMENT OF MY AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.