PLEASE READ THIS AGREEMENT CAREFULLY, AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
This AuctionsAdda Auctions Membership Agreement (this “Agreement”) is entered into by and between AuctionsAdda.com, LLC, a Delaware limited liability company ("AuctionsAdda"), and you and is made effective as of the date of electronic acceptance. This Agreement sets forth the terms and conditions of your use of AuctionsAdda’s Auctions services (“AuctionsAdda Auctions” or the “Services”).
Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by this Agreement, along with AuctionsAdda’s Universal Terms of Service Agreement, which is incorporated herein by reference.
The terms “we,” “us,” or “our” shall refer to AuctionsAdda. The words “you,” “your,” “User,” or “customer” shall refer to any individual or entity who accepts this Agreement. Nothing in this Agreement shall confer any third-party rights or benefits.
AuctionsAdda, in its sole and absolute discretion, may change or modify this Agreement and any policies or agreements incorporated herein at any time, and such changes or modifications shall be effective immediately upon posting to the AuctionsAdda website (this “Site”). You acknowledge and agree that (i) AuctionsAdda may notify you of such changes or modifications by posting them to this Site and (ii) your use of this Site or the Services found at this Site after such changes or modifications have been made (as indicated by the “Last Revised” date at the top of this page) shall constitute your acceptance of this Agreement as last revised. If you disagree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services found at this Site. In addition, AuctionsAdda may occasionally notify you of changes or modifications to this Agreement by email. Therefore, you must keep your account (“Account”) information, including your email address, current. AuctionsAdda assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate or out-of-date email address.
2. DESCRIPTION OF SERVICES
The Services are provided to facilitate the buying and selling of currently registered domain names only, and not the purchase or sale of associated website content. AuctionsAdda provides a venue and a transaction facilitation process. AuctionsAdda is not an auctioneer or an escrow agent. Although the process occurs in an “auction-style” format, AuctionsAdda is not the owner of the domain names listed on the website. As result, AuctionsAdda has no control over the quality, safety or legality of the domain names listed. Domain names listed may be withdrawn at any time by Seller or by AuctionsAdda.
You acknowledge and agree that if you engage in a transaction with an auction selling price of five thousand dollars (₹ 4,06,504.07) or more, your transaction may be handled by a third-party escrow service, Escrow.com. Your electronic acceptance of this Agreement signifies that you have read, understand, acknowledge, and agree to be bound by Escrow.com’s General Escrow Instructions, which are incorporated herein by reference. In addition, you acknowledge and agree that AuctionsAdda may disclose personally identifiable information to Escrow.com to facilitate the transaction.
You acknowledge and agree that if you engage in a transaction with an auction selling price of fewer than five thousand dollars (₹ 4,06,504.07), your transaction will be handled by AuctionsAdda’s “Transaction Assurance” process. AuctionsAdda will remit payment of the purchase price, less the applicable commission and fees, to the Seller approximately 20 days after receiving funds from the Buyer, except in the event of a dispute or where the payment is suspected to be fraudulent.
For Domain Broker Service transactions, as part of AuctionsAdda’s “Transaction Assurance” process, AuctionsAdda will remit payment of the full agreed-upon purchase price to the Seller within approximately 20 days after receiving funds from the Buyer, except in the event of a dispute or where the payment is suspected to be fraudulent, as determined by AuctionsAdda in its sole and absolute discretion.
By using AuctionsAdda's “Transaction Assurance” process, you authorize AuctionsAdda to perform tasks on your behalf in order to complete the transaction. AuctionsAdda will not use your funds for its operating expenses or any other corporate purposes, and will not voluntarily make funds available to its creditors in the event of bankruptcy or for any other purpose. You acknowledge and agree that AuctionsAdda is not a bank, and the “Transaction Assurance” process is a payment processing service rather than a banking service. You further acknowledge and agree that AuctionsAdda is not acting as a trustee, fiduciary, or escrow agent with respect to your funds.
AuctionsAdda is not responsible and disclaims all liability in the event that the domain name transaction fails to complete due to a breach by the Buyer or Seller or failure of the Buyer or Seller to complete the transaction. The buyer does not obtain any rights in the registration of a domain name until the completion of the transaction.
You acknowledge and agree that we may, in our sole discretion, extend the length of the auction if bids are submitted in the final moments of the auction, to allow potential buyers the opportunity to bid prior to the end of the auction.
We reserve the right to screen domain names prior to listing and we may exclude, in our sole discretion, any domain name for any reason, including, but not limited to: a) violation of this Agreement or the Universal Terms of Service; or b) infringement, or potential infringement, of a third party intellectual property right.
Should you choose payment by paper check, you acknowledge and agree that a Twenty-Five Dollar ($25 USD) check processing fee will be assessed to you each time a U.S.-based check is printed.
Gift cards may not be used to purchase auction memberships or auction items.
FOR THE PURPOSE OF FACILITATING THE CHANGE OF REGISTRANT INFORMATION DURING AND AFTER THE SALE OF ANY DOMAIN NAME, WHETHER AS BUYER OR SELLER AND IN ACCORDANCE WITH ICANN'S CHANGE OF REGISTRANT POLICY, YOU AGREE TO APPOINT AuctionsAdda AS YOUR DESIGNATED AGENT FOR THE SOLE PURPOSE OF EXPLICITLY CONSENTING TO MATERIAL CHANGES OF REGISTRATION CONTACT INFORMATION ON YOUR BEHALF. “DESIGNATED AGENT” MEANS AN INDIVIDUAL OR ENTITY THAT THE PRIOR REGISTRANT OR NEW REGISTRANT EXPLICITLY AUTHORIZES TO APPROVE A CHANGE OF REGISTRANT REQUEST ON ITS BEHALF.
3. YOUR OBLIGATIONS (SELLER AND BUYER)
You agree to thoroughly, accurately, and honestly complete all forms and requests for information provided by AuctionsAdda throughout the process. You agree AuctionsAdda will not be responsible for any false or misleading information you provide, whether intentionally or unintentionally.
You agree to notify AuctionsAdda within five (5) business days when any of the information you provided as part of the listing/buying process changes. It is your responsibility to keep this information in a current and accurate status. Failure by you, for whatever reason, to provide AuctionsAdda with accurate and reliable information on an initial and continual basis, shall be considered a material breach of this Agreement. Failure by you, for whatever reason, to respond within five (5) business days to any inquiries made by AuctionsAdda to determine the validity of the information provided by you, shall also be considered a material breach of this Agreement.
4. PROVISIONS SPECIFIC TO SELLING/LISTING DOMAIN NAMES
You may use the Services to list domain names to which you have ownership rights for sale and are able to transfer in accordance with your obligations under this Agreement. By using the Services for such purposes, you represent and warrant that:
You further agree the domain name is not currently or will not in the foreseeable future be associated with a Uniform Dispute Resolution Policy dispute or other such litigation. In the event you are unable to comply or fail to comply with your obligations under this Agreement, AuctionsAdda expressly reserves the right to delist any or all of your domain names immediately upon AuctionsAdda becoming aware of your failure to comply.
You may list your domain name for any duration offered on the site. You agree to pay the listing fee associated with the duration period you choose at the time of the listing. You may choose to supplement the listing with various additional services such as Additional Category listings, Featured Category listings, or Buy Now options. By using the additional services, you agree to pay any additional charges that AuctionsAdda may associate with the additional services. AuctionsAdda reserves the right to modify its pricing structure at any time. If you find a Buyer using the Services, the transaction must be completed within the Services. For each transaction completed within the Services, you agree to pay AuctionsAdda a transaction fee according to the fee schedule published here. Such transaction fee will be payable directly to AuctionsAdda unless the transaction is processed using a third-party escrow service, in which case all fees will be paid to such third-party escrow service. In addition to any transaction fees, you agree to pay AuctionsAdda or the third-party escrow service, as the case may be any intermediary or other banking fees charged by Buyer’s banking institution in connection with the transaction in question.
You agree not to sell any domain name to any Buyer found through the Services without using the Services to complete the transaction. Should AuctionsAdda find that you are circumventing the Services, AuctionsAdda reserves the right to terminate your account and cancel all of your listings.
You acknowledge and agree that country code top-level domain names (“ccTLDs”) may have unique eligibility requirements. Accordingly, before you sell or list any ccTLD via AuctionsAdda Auctions, you should review the applicable registry rules, policies, and agreements for the ccTLD in question to ensure that you are in compliance with all eligibility requirements (including those listed in the Domain Name Registration Agreement, if any) and will be able to transfer the domain name upon a successful purchase or bid on AuctionsAdda Auctions.
As a Seller, you are not allowed to bid on any domain names you have listed. If you bid or have someone else bid on a domain name that you have listed, your listing will be removed from the site and administration fees may be assessed per listing. Your account will be locked while we investigate you for “Inappropriate Bidding”, which is defined as the act of bidding on your own listing against other bidders or bidding by individuals who have knowledge of or access to Seller’s item information, in order to raise the price at which your item will eventually sell. Inappropriate Bidding is strictly forbidden and AuctionsAdda will take all actions AuctionsAdda deems appropriate in the event AuctionsAdda detects Inappropriate Bidding.
As a Seller, you are obligated to complete the transaction if the Buyer commits to purchase the domain name through a fixed price, Buy Now format, or if the Buyer meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to move the domain name to AuctionsAdda’s account if Buyer commits to purchase the domain name through a fixed price, Buy Now format, or if Buyer meets or exceeds the minimum bid or reserve price), AuctionsAdda reserves the right to (i) charge you a fee or (ii) terminate your membership with AuctionsAdda Auctions (as determined by AuctionsAdda in it sole and absolute discretion). Should you elect to use the “Push to Auction” feature you will be unable to cancel the sale of your domain name, and must accept the initial “offer” if no other bids are made once the domain name is listed on Auction. By receiving payments through the Services, you appoint AuctionsAdda as your agent to receive and deposit funds on your behalf.
The amount initiated and posted to the deposit account(s) will represent payment for domain names sold using the Services, less any applicable fees and/or chargebacks. Payments can be canceled or suspended at any time due to chargebacks or suspicion of fraud. In order to receive Payments, you will need to set up a payee and assign it to your AuctionsAdda Auctions account.
A list of supported payment methods, applicable fees, and minimum payment thresholds are published here:
You may be required to provide information including, but not limited to, that which relates to tax or confirms your identity in order to comply with all applicable laws based on the country indicated in either the contact or payment sections of your payee account during setup.
You hereby authorize AuctionsAdda to initiate and post entries to the deposit account(s) that you designate, both (i) credit (positive) entries for payments and (ii) debit (negative) entries to reverse erroneous payments and/or make adjustments to incorrect payments. The authority granted to us by you or the deposit account owner(s) will remain in full force and effect until we or the depository institution have received written notification from you or the deposit account owner(s) that such authority has been revoked or until the termination of your AuctionsAdda Auctions account.
You acknowledge and agree that payments may take 1-5 business days to be posted to the deposit account once they are initiated, depending on the payment method and currency selected. AuctionsAdda expressly disclaims any liability or responsibility regarding the same. The issuer of your payment method or an intermediary may charge you additional fees to receive funds. Please check with the issuer of your payment method for details.
If the domain name sold is not registered with AuctionsAdda, AuctionsAdda will initiate the payment of proceeds approximately twenty (20) days after receipt of Buyer’s funds. In either event, you acknowledge and agree that there may be a delay of several days between the time that AuctionsAdda initiates the payment of proceeds and the time that the proceeds are actually posted to the deposit account, and AuctionsAdda expressly disclaims any liability or responsibility regarding the same.
The authority granted to AuctionsAdda by the deposit account owner herein will remain in full force and effect until AuctionsAdda has received written notification from the deposit account owner that such authority has been revoked, but in any event, such writing shall be provided in such a manner as to afford AuctionsAdda a reasonable opportunity to act on such revocation, or until AuctionsAdda has sent notice to terminate this Agreement.
In the event of a payment chargeback, AuctionsAdda will deduct the amount of the Payment from the Seller’s Payment Method on file. In the event that the chargeback experience is high, as determined by AuctionsAdda, AuctionsAdda reserves the right to hold back twenty percent (20%) of all Seller’s Payments for ninety (90) days from the date the Payment was to be paid.
AuctionsAdda will not release the domain name to the Buyer until receipt of confirmation that the funds have been verified.
5. PROVISIONS SPECIFIC TO PURCHASING/BIDDING ON DOMAIN NAMES
As a Buyer, you are obligated to complete the transaction if you purchase the domain name through a fixed price, Buy Now format, or if you are the highest bidder at the end of an auction and your bid meets or exceeds the minimum bid or reserve price. Should you fail to complete the transaction for any reason (including, but not limited to, failing to pay the purchase price if you purchase the domain name through a fixed price, Buy Now format, or if you are the highest bidder at the end of an auction and your bid meets or exceeds the minimum bid or reserve price), AuctionsAdda reserves the right to (i) charge you a fee or (ii) terminate your membership with AuctionsAdda Auctions (as determined by AuctionsAdda in it sole and absolute discretion). Sellers who list their domain name as an “Offer/Counter Offer” may, once an offer is made, use the “Push to Auction” feature, to convert their domain name listing to an Auction listing. If the Seller utilizes that feature on your offer, your offer will become the first bid on that listing. If no other (higher) offer is made, you will be deemed to be the purchaser of that domain name. If your offer is not “accepted” for the “Push to Auction” feature, you will be notified and have the option of bidding on that domain name on the Auction site. You acknowledge some listed domain names may be subject to an additional renewal fee. For those domain names, the renewal fee will be added to your bid or Buy Now price to form the purchase price. You agree by completing the transaction, you are responsible for payment of the renewal fee. AuctionsAdda may in our sole discretion require you to tender payment to us in a manner of our choosing, including but not limited to the credit card or wire transfer. Once you send payment, AuctionsAdda will hold those funds for a prescribed period of time based on the type of transaction, at which time AuctionsAdda will remit the payment to the Seller. At no time will you be able to withdraw those funds or send the funds to another recipient unless the initial transaction is canceled. Should the Seller refuse payment, the funds, minus the administration fee as outlined in the pricing structure, will be returned to you. You agree AuctionsAdda is not responsible for payments refused by Seller. For Expired Auctions, AuctionsAdda will obtain the funds first by the Payment Method you have designated. If there are insufficient funds or invalid credit card information, AuctionsAdda may obtain the remaining funds by charging any Payment Method you have on file. In the event of a charge reversal or chargeback by a credit card company or another payment provider, or if we determine in our sole discretion that we are unable or unlikely to collect a payment, any associated domain registration will immediately terminate and/or the domain name registration will be transferred to AuctionsAdda as the paying entity for the registration. AuctionsAdda may, in our sole discretion, award the reclaimed domain name to the next highest bidder in the relevant auction and charge such bidder their highest bid amount, or make the domain name subject to a new auction among bidders determined by AuctionsAdda, or otherwise dispose of the name.
You acknowledge and agree that AuctionsAdda may publish your unique bidder number once an auction in which you have participated has been closed or ended. As a Buyer, you are responsible for ensuring that your use of the domain name does not infringe on third-party rights or any relevant laws or regulations.
Some domain name listings may include traffic data (“Traffic Data”) and a valuation amount ("Valuation"). The Traffic Data and Valuation are provided “AS IS” and are for informational purposes only. The Traffic Data and Valuation both reflect internally calculated data and do not represent a guarantee of continued traffic or the actual value of the domain name.
You agree not to purchase any domain name found through the Services without using the Services to complete the transaction. Should AuctionsAdda determine (which determination shall be made by AuctionsAdda in its sole and absolute discretion) that you are circumventing the Services, AuctionsAdda reserves the right to terminate your account and cancel all of your listings.
You acknowledge and agree that ccTLDs may have unique eligibility requirements. Accordingly, before you purchase or bid on any ccTLD via AuctionsAdda Auctions, you should review the applicable registry rules, policies, and agreements for the ccTLD in question to ensure that you are in compliance with all eligibility requirements (including those listed in the Domain Name Registration Agreement, if any) and will be able to register the domain name upon a successful purchase or bid on AuctionsAdda Auctions.
Under all circumstances, a Seller is prohibited from bidding on his or her own listing. Additionally, “Shill bidding” is strictly prohibited. Shill bidding is bidding by anyone—including the Seller, family, friends, roommates, employees, or online connections—that artificially increases a domain name’s price or apparent desirability. Violations of the above policy may result in the following actions being taken by AuctionsAdda, including: * Listing cancellation * Account suspension * Referral to Law Enforcement
6. AuctionsAdda EXPIRED DOMAIN NAMES (PREMIER AUCTIONS)
From time to time, AuctionsAdda may list domain names that have entered into an expiration period for their original registration (“Expired Domain Names”). Expired Domain Names will be clearly marked on the site. These Expired Domain Names may be listed on the Site on the date of their expiration, however, no sale will be final until forty-five (45) days after the date of expiration. During the redemption period, as described in the Domain Name Registration Agreement, the original registrant has the right to reclaim the Expired Domain Name. By bidding on the Expired Domain Name, the Buyer acknowledges and agrees that if Buyer has the winning bid, the transfer of the Expired Domain Name will not be completed until after the expiration period is complete. The buyer further acknowledges and agrees AuctionsAdda shall not be obligated to offer a third-party escrow service to facilitate transactions involving Expired Domain Names. If the Expired Domain Name is reclaimed by the original registrant, AuctionsAdda will refund the full purchase price. Buyer acknowledges Expired Domain Names must be renewed upon purchase. A one (1) year renewal or transfer fee will be added to the purchase price for each Expired Domain Name purchased. The successful bid amount plus the one (1) year renewal or transfer fee (from the end of the domain name’s previous registration period), plus ICANN fee, if applicable, is due within forty-eight (48) hours of auction close or the form of payment you used to purchase your Go Daddy Auctions membership, or any valid payment method associated with the account, will be charged on the third day following the auction close. If the winning bidder does not complete their purchase, you may be offered the Expired Domain Name for purchase. You must complete the purchase of the Expired Domain Name within twenty-four (24) hours of notification of the Expired Domain Name being offered to you. If you elect to purchase the Expired Domain Name, you acknowledge the Expired Domain Name must be renewed upon purchase. A one (1) year renewal fee will be added to the purchase price for each Expired Domain Name purchased. Your bid amount plus the one (1) year renewal or transfer fee (from the end of the domain name’s previous registration period), plus ICANN fee, if applicable, is due within twenty-four (24) hours of the notification of option to purchase the Expired Domain Name and if payment is not received within twenty-four (24) hours, AuctionsAdda may offer the Expired Domain Name to others for purchase. If the Expired Domain Name is reclaimed by the original registrant, AuctionsAdda will refund the full purchase price.
7. CHANGE OF OWNERSHIP
AuctionsAdda is not the owner of the domain names listed on the website and, accordingly, cannot guarantee immediate change of ownership from Seller to Buyer. If the domain name sold is registered with AuctionsAdda and eligible for transfer via AuctionsAdda’s COA process, change of ownership will begin upon completion of the check-out process and receipt of Buyer’s funds. For domain names that are registered with AuctionsAdda but designated as Expired Domain Names and listed using the Auction format, change of ownership will not be completed until forty five (45) days after the original date of expiration (approximately ten (10) days after the close of the Auction). For all Member to Member auctions, payment is due within five (5) days from the close of the listing. For all Expired Domain Name auctions, payment is due within forty-eight (48) hours from the close of the auction.
To facilitate the change of registrant information associated with the listed domain names, and in accordance with ICANN’s Change of Registrant policy, Seller, at the time of listing the domain names, specifically authorizes and directs AuctionsAdda to act as its Designated Agent. As Designated Agent, AuctionsAdda will facilitate the transfer and change of domain name contact information for the sold domain names. As such, Seller grants AuctionsAdda the power to explicitly consent to the material change of registrant contact information to facilitate transfer of the sold domain names. Additionally, Buyer specifically authorizes and directs AuctionsAdda to act as its Designated Agent. As Designated Agent, AuctionsAdda will facilitate the transfer and change of domain name contact information for purchased domain names. As such, Buyer grants AuctionsAdda the power to explicitly consent to the material change of registrant contact information to facilitate transfer of the purchased domain names.
While Seller may use the Services to facilitate the selling of domain names that are not registered with AuctionsAdda, AuctionsAdda requires the Seller to transfer any domain names that are not registered with AuctionsAdda to AuctionsAdda upon receipt of a final/successful bid so the registrar of record for the domain name in question will be AuctionsAdda.
If the change of ownership from Seller to Buyer is not able to be completed (i) due to either party’s fraudulent activity or (ii) for any other reason, Buyer and Seller acknowledge and agree that AuctionsAdda shall have no liability or responsibility regarding the same. In all cases, whether the domain name in question is registered with AuctionsAdda or with another registrar, the change of ownership from Seller to AuctionsAdda is done without representation or warranty of any kind (including, but not limited to, any representation or warranty that a domain name does not infringe upon the intellectual property or other rights of a third party), and AuctionsAdda expressly disclaims any liability or responsibility regarding the same.
Please note that any domain name registered with AuctionsAdda may not be transferred away from AuctionsAdda to another registrar for a period of sixty (60) days following the change of ownership date.
8. AuctionsAdda’S RIGHT TO MONITOR
AuctionsAdda has no obligation to monitor the Services, but reserves the right to do so. AuctionsAdda reserves the right to edit the descriptions and comments on listings. You acknowledge and agree that AuctionsAdda shall have the right to make public and share with third parties certain information in connection with the sale or purchase of domain names on the website, including but not limited to (a) the name of the domain name sold or purchased, (b) the sale or purchase price of the domain name sold or purchased, and (c) information relating to the timing of the sale or purchase.
9. DISPUTE POLICY
Occasionally, a dispute might arise regarding a transaction begun or completed through the Services. In such instance, you agree to be bound by AuctionsAdda’s Dispute Policy. AuctionsAdda reserves the right to modify the Dispute Policy at any time, without notice.
Filing a Dispute
To file a dispute, you must submit an email to [email protected]. The email must include:
Such email must be received within four (4) days from the sale date.
Once a dispute has been received, AuctionsAdda will place the transaction into a “Hold” status while it investigates the dispute. AuctionsAdda reserves the right, in its sole discretion, to close any dispute it deems invalid or resolved. After investigation, AuctionsAdda will notify Buyer and Seller of the outcome of the investigation and complete or terminate the transaction as AuctionsAdda, in its sole discretion, deems appropriate.
AuctionsAdda reserves the right to charge an administration fee to cover the costs associated with investigation of a dispute. As such, you agree AuctionsAdda may charge an Administration fee to the Payment Method it has on file for you if a dispute is filed involving a domain name which you have listed or purchased through the Services. Should AuctionsAdda receive multiple complaints regarding transactions in which you are involved, AuctionsAdda, in its sole discretion, may cancel your account and terminate all listings you have.
In the event you have a dispute with one (1) or more members, you release AuctionsAdda, its affiliates, officers, directors, agents, subsidiaries, joint ventures and employees from any and all claims, demands and damages (actual and consequential) of every kind and nature arising out of or in any way connected with such dispute.
10. REMEDIES AND RIGHT TO CANCEL
Without limiting other remedies, if:
AuctionsAdda may immediately:
In addition, AuctionsAdda reserves the right to hold funds beyond normal distribution periods for transactions it deems suspicious or for account(s) conducting high transaction volumes to ensure integrity of the funds. If AuctionsAdda closes your account(s), AuctionsAdda will provide notice and pay you all of the unrestricted funds in your account(s) due to you.
Also, where in AuctionsAdda's estimation, it believes you owe it money for any reason, AuctionsAdda reserves the right to offset any payments into your Account until AuctionsAdda is made whole.
11. TITLES AND HEADINGS; INDEPENDENT COVENANTS; SEVERABILITY
The titles and headings of this Agreement are for convenience and ease of reference only and shall not be utilized in any way to construe or interpret the agreement of the parties as otherwise set forth herein. Each covenant and agreement in this Agreement shall be construed for all purposes to be a separate and independent covenant or agreement. If a court of competent jurisdiction holds any provision (or portion of a provision) of this Agreement to be illegal, invalid, or otherwise unenforceable, the remaining provisions (or portions of provisions) of this Agreement shall not be affected thereby and shall be found to be valid and enforceable to the fullest extent permitted by law.
12. DEFINITIONS; CONFLICTS
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Universal Terms of Service Agreement. In the event there is a conflict between the provisions of this Agreement and the provisions of the Universal Terms of Service Agreement, the provisions of this Agreement shall control.