Service Provider Agreement

Last modified: August 24, 2021

This Service Provider Agreement, in conjunction with the End User License Agreement, Terms of Service and Privacy Policy sets forth the terms and conditions whereby you, an independently-established home service provider fully-licensed (to the extent required by applicable law in the jurisdiction where the services are being performed), qualified and customarily engaged in a trade, occupation and/or business to provide the services contemplated by this Agreement (the “Service Provider”), agree to provide certain services via the web and mobile-based platform of The Village Ledger, LLC, a New York limited liability company (“The Village Ledger” or the “Company”). Service Provider’s designated contact person, mailing address, phone number and email address is located on Service Provider’s account profile page and is incorporated herein by reference as if fully set forth herein. Service Provider is obligated to maintain this information and ensure it is current.

IMPORTANT: PLEASE REVIEW THIS AGREEMENT CAREFULLY. IN PARTICULAR, PLEASE REVIEW THE POLICIES THAT ARE INCORPORATED HEREIN BY REFERENCE, INCLUDING, BUT NOT LIMITED TO, THE MANDATORY ARBITRATION PROVISIONS AND CLASS ACTION WAIVERS OF THE TERMS OF SERVICE.

1.1. The Platform.

The Village Ledger is the creator of a technology platform (the “Village Ledger Platform”) that connects (1) home improvement professionals (“Providers”) with a local network (the “Village Ledger Network”) through which Providers can respond to bids or advertise their services and (2) homeowners and residents (each, a “Resident”) with a network through which they can post projects, request bids and review and read Provider reviews from other Residents. Residents can engage Providers to work on residential improvement projects ranging from small one-time projects (i.e., fix clogged toilet) to larger, more long-term projects (i.e., patio extension) (each, a “Project”). Service Provider understands and intends that Service Provider will provide the services to Residents strictly as an independently owned and operated business enterprise, and not as an employee, worker, agent, joint venture, partner or franchisee of The Village Ledger or any Resident for any purpose.

1.2. The Village Ledger Platform and Terms of Service.

Before receiving access to The Village Ledger Platform, Service Provider must also review and agree to the Terms of Service of The Village Ledger Service, which are incorporated herein by reference and which Service Provider acknowledges he/she has reviewed and accepted. From time to time, in their sole and complete discretion, Residents will post projects on The Village Ledger Platform, setting forth the nature of the Services required (the “Project”). Projects posted will include a date, general neighborhood or geographic area where the Project will take place and time frame in which Services are requested. The Village Ledger does not guarantee any minimum number of Projects will be available to Service Provider at any point during the term of this Agreement, even if the Resident includes a minimum work time in its Project request. Subject only to the limitation set forth in Section 8 Service Provider is not obligated to review the Projects posted or select any Projects posted by any Resident at any time. Once a Service Provider selects a Project, The Village Ledger Platform will confirm with the Service Provider that the Project has been booked by the Service Provider. Service Provider agrees that Service Provider’s name, phone number and likeness may be provided or made available to Resident by or on behalf of The Village Ledger after the Project is booked.

1.3. Information requested for Unverified Providers.

Before receiving access to the Village Ledger Platform, Service Providers must provide the following information:

Business name;
Name of owner;
Service categories;
Service areas; and
Contact information, contact information including but not limited to: email address, phone number, date of birth, address and other information that be reasonably requested by The Village Ledger.

Service Providers must also create a Stripe account to receive payment, including bank account and routing number.

1.4. Information Requested for Verified Providers.

Service Providers may at their discretion apply to become verified Service Providers by the Village Ledger. Service Providers will be able to choose various levels of verification depending on the type of information provided. To become a verified Service Provider, Service Provider must submit one or all of the following:

Current Insurance information;
Applicable and current professional licenses;
Consent for a background check with necessary information to conduct said background check; and/or
Any other information required by the Village Ledger for verification which may change from time to time.

1.5. Fair Credit Reporting Act Background Check Disclosure for Verified Providers.

To achieve the highest level of verification, the Service Provider must submit to and pass a background check through The Village Ledger’s third-party background check provider. A Verified Provider is a Provider that has been verified by the Village Ledger based upon the credentials provide by the Provider and reviewed and accepted by the Village Ledger. This information will be in the form of consumer reports. By submitting required information to such third-party provider, you consent to the background check. After receiving such authorization from you, and by providing you access to The Village Ledger Platform, you acknowledge that The Village Ledger may from time-to-time, in its reasonable discretion and in accordance with applicable law, conduct additional background checks on Service Provider through The Village Ledger’s background check provider. The Village Ledger or its third-party provider conducts background checks in accordance with applicable law.

Consumer reports include any written, oral, or other communication of information by a consumer reporting agency bearing on your credit standing, character, general reputation, and other personal characteristics that is expected to be used for employment purposes. Consumer reports may include credit reports, criminal records, and driving records, among other resources.

Checkr or another consumer reporting agency, will obtain the reports for The Village Ledger.

You have the right to request information from The Village Ledger about the nature and scope of any investigative consumer report on you that is requested by The Village Ledger. The request must be made in writing and within a reasonable period of time after you have received this disclosure.

1.6. Authorization to Obtain Consumer Reports Under the Fair Credit Reporting ACT

I acknowledge that I have received and read the Fair Credit Reporting Act Background Check Disclosure section, and this authorization. I certify that I understand such section and this authorization.

I hereby authorize The Village Ledger or its authorized agents, to obtain or prepare consumer reports at any time after it receives this authorization, including any time that I may be a registered Service Provider with The Village Ledger.

I hereby authorize law enforcement agencies, public and private schools, federal, state and local agencies and courts, credit bureaus, information bureaus, current and former employers, financial institutions, licensing agencies, governmental agencies, the military, and other individuals and entities to provide any and all information that is requested by Checkr or another consumer reporting agency, or The Village Ledger.

I certify that the information I will provide to the third-party consumer reporting agency is true and correct. I understand that any information that I provide in the Service Provider application or that I otherwise disclose to The Village Ledger may be used to obtain consumer reports.

2. Licenses and Permits

Service Provider shall be eligible to book Projects through The Village Ledger Platform requesting any Services that Service Provider is fully licensed (to the extent required by applicable law in the jurisdiction where the services are being performed) and qualified to provide and as selected by the Service Provider during the sign-up process. In those jurisdictions where a license, permit, or certification is required to perform the Services, Service Provider shall, upon reasonable request, provide proof to The Village Ledger of all necessary licenses, permits and/or certifications before Service Provider provides any such Services under this Agreement.

2.1. Project Completion.

The Village Ledger is interested only in the results to be achieved by Service Provider: completion of each accepted Project in accordance with Resident's specifications as detailed by Resident. Once Service Provider has accepted a Project, Service Provider is contractually obligated to complete the Project within the timeframe specified by, and to the satisfaction of, the Resident. Service Provider may not cancel the Project without advance notice of at least 24 hours to Resident and The Village Ledger, except in the case of an unavoidable emergency, in which case, Service Provider shall notify Resident and The Village Ledger as soon as practicable. Repeated cancellations, rescheduled Projects on short notice by Service Provider, failure to complete a Project in accordance with Resident's specifications detailed by Resident through The Village Ledger Platform constitutes a material breach of this Agreement and may result in termination of this Agreement in accordance with Section 8.

2.2. Resident Ratings.

Service Provider acknowledges that The Village Ledger Platform is available only to those Service Providers who maintain high standards of professionalism and quality of service. Service Provider acknowledges that Resident may rate and review a Service Provider at the end of every booking. To ensure that The Village Ledger Platform remains a reliable platform, Service Provider agrees to maintain a Resident rating at or above the minimum rating established by The Village Ledger for access to The Village Ledger Platform, as modified from time to time. In the event a Service Provider's aggregate rating falls below the applicable minimum rating, The Village Ledger reserves the right to deactivate the Service Provider’s access to The Village Ledger Platform. The Village Ledger agrees to provide Service Provider written notice of the minimum rating and any changes thereto.

2.3. No Control.

Service Provider shall be, at all times while this Agreement is in effect, both under the terms of this Agreement and in fact, free from The Village Ledger's supervision, control and direction in the performance of the Services. The Village Ledger shall not control or have any right to control the manner or means by which Service Provider performs the Services, including but not limited to the time and place Service Provider performs the Services, the Projects Service Provider selects, the tools and materials used by Service Provider to complete the Projects, the helpers, assistants, subcontractors or other personnel (if any) used by Service Provider in completing Projects, or the manner in which Service Provider completes the Projects. The Village Ledger will not and has no right to, under any circumstances, require Service Provider to participate in training, nor does The Village Ledger offer or provide training to Service Provider. Those provisions of the Agreement reserving ultimate authority in The Village Ledger have been inserted solely to achieve compliance with federal, state, or local laws, regulations, and interpretations thereof. Service Provider assumes full and sole responsibility for the payment of all compensation, benefits and expenses of helpers, assistants, subcontractors and/or other personnel, if any, and for all required state and federal income tax withholdings, unemployment insurance, and social security taxes as to Service Provider and all persons engaged by Service Provider in the performance of the Services. Service Provider agrees that he/she is fully and solely responsible for filing, and shall file, an appropriate schedule of expenses and all other appropriate tax documents with the Internal Revenue Service in compliance with required filing periods. Service Provider shall be responsible for and shall indemnify and hold The Village Ledger harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or his or her assistants, subcontractors and/or other personnel, or by any third party with respect to any claims for taxes or contributions, including penalties and interest. To the extent required by applicable law, Service Provider agrees to maintain a separate set of books or records reflecting all items of income and expense associated with operating his or her business.

3. SERVICE FEES

Resident shall pay for completed Projects through The Village Ledger Platform at the rates set by Service Provider at the time the Project is posted on The Village Ledger Platform, which shall be based on the stated parameters of the Project (the “Project Rate”). Each Project made available to Service Provider on the Platform shall set forth the timeframe, estimated work time, details about the Service requested and the Project Rate. Service Provider and Resident shall agree upon a Project Rate prior to commencement of the Project; provided that the Project Rate may be modified or revised by Provider during the course of the Project. Any modifications to the Project Rate must be approved by the Resident.

Upon completion of the Project the Service Provider shall be entitled to the Project Rate less (x) the payment processing and administration fees imposed by Stripe (collectively, the “Stripe Fee”) and (y) The Village Ledger administration fee, which is currently 1.5% of the Project Rate less the Stripe Fee (the “Administration Fee”) (the Stripe Fee plus the Administration Fee, collectively, the “Service Fee”). The difference between the Project Rate and Service Fee shall be the fee owed to the Service Provider (“Project Payment”). Stripe’s payment policy and fee schedule is available here: https://stripe.com/pricing#pricing-details and subject to change without notice.

Modifications to pricing and fees will be effective upon written notification to Service Provider and will supersede any and all prior versions; the availability of any such modified pricing and/or fees on The Village Ledger Platform shall constitute written notice to Professional for purposes of this Section 3, which shall be effective at the time such modified pricing and/or fees are made available to Service Provider.

By accepting this Agreement, Service Provider authorizes The Village Ledger to withhold the Service Fee and any other applicable fees from the Project Rate before remitting to the Service Provider the Project Payment to which Service Provider is entitled for each Project. Service Fees are subject to change upon prior notice to Service Provider. For purposes of New York City Local Law 140 only (to the extent applicable), the value of the services performed pursuant to this Agreement is equal to the net amount paid to Service Provider for each Project, after accounting for the pre-negotiated fees and/or platform costs.

3.1. Project Payment.

When a Project is complete, Service Provider will submit to the Resident and The Village Ledger confirmation that the Project is complete. The Village Ledger will transmit payment to Service Provider, whether in Service Provider’s capacity as a sole proprietorship or other corporate entity, via direct deposit. So long as Service Provider has completed the steps necessary to set up a direct deposit account and provided those details to The Village Ledger, The Village Ledger shall then remit the Project Payment within thirty (30) business days following the day the Project was completed.

Absent Service Provider's failure to complete the appropriate steps to arrange for payment by direct deposit, The Village Ledger's failure to remit payment within thirty (30) business days following the day the Project was completed shall constitute a material breach of this Agreement. For purposes of this Section 3.1, “remit” shall refer to The Village Ledger’s initiation of a payment to Service Provider; provided that The Village Ledger has initiated payment to Service Provider within thirty (30) business days following the day the Project was completed, The Village Ledger shall not be liable if the paid amount is not accessible by Service Provider within that time frame.

Service Provider may request payment for a booking to be remitted sooner, either weekly or daily, than as set forth above for a fee as set forth in through The Village Ledger Platform. Such fee will apply each time that the Service Provider requests a payment sooner than thirty (30) business days following the day the Project was completed. If applicable, The Village Ledger will report the payments paid to Service Provider under this Agreement by filing the appropriate Form 1099 with the Internal Revenue Service as required by law.

Payment processing services for Service Providers are provided by Stripe and are subject to the Stripe Connected Account Agreement, located at https://stripe.com/us/connect-account/legal, which includes the Stripe Terms of Service, located at https://stripe.com/us/legal (collectively, the "Stripe Services Agreement"). By agreeing to this Agreement, Service Provider agrees to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time.

As a condition of The Village Ledger enabling payment processing services through Stripe, Service Provider agrees to provide The Village Ledger accurate and complete information about Service Provider and Service Provider's business, and Service Provider authorizes The Village Ledger to share it and transaction information related to Service Provider's use of the payment processing services provided by Stripe. The Village Ledger does not guarantee any payments from homeowners. The Village Ledger is simply a platform to help match homeowners with Service Providers and to increase visibility for all parties. Any payment disputes or otherwise are the sole responsibility of the Service Provider and/or Homeowner, and not The Village Ledger.

3.2. Costs of Operation.

Service Provider is solely responsible for any costs or expenses incurred by Service Provider in connection with the operation of Service Provider’s business and the performance of the Services. Service Provider shall furnish and maintain, at Service Provider's own expense, the tools, equipment, supplies, and other materials used to perform the Services. Service Provider, at Service Provider's sole discretion, shall determine what equipment, supplies, and materials are necessary to perform the Services, and where, when, and at what cost, to purchase or maintain any necessary equipment, supplies, tools, and materials.

3.3. Use of Voice, Image and Likeness.

Service Provider gives The Village Ledger permission to use any and all of Service Provider's voice, image, likeness, and any ratings and reviews from Residents about Service Provider, with or without using Service Provider's name, in connection with the products and/or services available through The Village Ledger Platform, for the purposes of advertising and promoting such products and/or services and/or The Village Ledger, for the purposes of identifying Service Provider to Resident, and/or for other purposes deemed appropriate by The Village Ledger in its reasonable discretion, except to the extent expressly prohibited by law. In addition to the foregoing, Service Provider may be required to submit an image for use by The Village Ledger Platform to facilitate identifying Service Provider with Residents. Service Provider also represents and warrants the Service Provider owns the copyright of any image or likeness that the Service Provider provides to The Village Ledger.

4. RELATIONSHIP OF THE PARTIES

Service Provider is an independent contractor. Service Provider represents that he or she is customarily engaged in an independently established trade, occupation, profession and/or business offering the Services to the general public and/or Service Provider represents that he or she maintains a principal place of business in connection with Service Provider’s trade, occupation, profession and/or business that is eligible for a business deduction for federal income tax purposes. This Agreement shall not be construed to create any association, partnership, joint venture, employee, worker or agency relationship between Service Provider and The Village Ledger or any Resident for any purpose. Service Provider has no authority (and shall not hold himself or herself out as having authority) to bind The Village Ledger and Service Provider shall not make any agreements or representations on The Village Ledger's behalf without The Village Ledger's prior written consent. Service Provider understands that Service Provider will not be eligible to participate in any benefit plans offered to The Village Ledger's employees, including, but not limited to, vacation, group medical or life insurance, disability, profit sharing or retirement benefits or any other fringe benefits or benefit plans offered by The Village Ledger to its employees. The Village Ledger will not be responsible for withholding or paying any income, payroll, Social Security, or other federal, state, or local taxes, making any insurance contributions, including unemployment or disability, or obtaining workers' compensation insurance on Service Provider's behalf. Service Provider shall be responsible for and shall indemnify and hold The Village Ledger harmless for any claims, suits, or actions related to this provision, including any such claims brought by Service Provider or by any third party with respect to any claims for taxes or contributions, including penalties and interest.

5. REPRESENTATIONS AND WARRANTIES

Service Provider represents and warrants to The Village Ledger that:

(a) Service Provider has, and any assistants, helpers, subcontractors or other personnel engaged by Service Provider have the legal right to provide the Services that are contemplated by this Agreement in the United States;

(b) Service Provider is, and any assistants, helpers, subcontractors or other personnel engaged by Service Provider are fully-licensed (to the extent required by applicable law) and authorized to provide the Services contemplated by this Agreement within the jurisdiction in which Service Provider and any assistants, helpers, subcontractors or other personnel engaged by Service Provider intend to offer said Services, and have the required skill, experience, and qualifications to perform the Services;

(c) Service Provider shall perform the Services in accordance with best industry standards for similar services and shall ensure that all assistants, helpers, subcontractors and other personnel used by the Service Provider in relation to the delivery of Services shall do likewise, including the completion of all Projects referred to Service Provider that he/she opts to accept through the Platform;

(d) Service Provider and any assistants, helpers, subcontractors or other personnel engaged by Service Provider shall perform the Services in accordance with all applicable laws, rules and regulations;

(e) Service Provider has the right to and does advertise and hold itself out to the public as available to provide the same or similar services as those provided under this Agreement;

(f) Service Provider has the right to and does contract with other businesses to provide the same or similar services as those provided under this Agreement and maintains a clientele without restrictions from The Village Ledger or the Resident; and

(g) Service Provider maintains a business location that is separate from the business or work location of The Village Ledger or the Resident.

Service Provider acknowledges that his/her failure to comply with the foregoing shall constitute a material breach of this Agreement.

6. INDEMNIFICATION

Service Provider shall defend, indemnify and hold harmless The Village Ledger and its affiliates, parents, subsidiaries, and partners and their respective officers, directors, employees, agents, successors, and assigns and any other entity that requests or is in any way involved in making available, arranging and/or facilitating services through The Village Ledger Platform from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs, or expenses of whatever kind (including reasonable legal fees) arising out of or resulting from: (a) bodily injury, death of any person, theft or damage to real or tangible, personal property resulting from Service Provider's or any of its contractors, subcontractors, employees acts or omissions, which shall include any acts or omissions of any assistants, helpers, contractors, subcontractors, employees or other personnel or agents engaged by Service Provider (collectively, “Service Provider Personnel”); and (b) Service Provider's breach of any representation, warranty, or obligation under this Agreement. The Services that Service Provider and Service Provider Personnel provides pursuant to this Agreement are fully and entirely Service Provider's responsibility. The Village Ledger is not responsible or liable for the actions or inactions of a Resident or other third party in relation to the Services provided by Service Provider or any Service Provider Personnel. Service Provider understands, therefore, that by using The Village Ledger Platform, Service Provider will be introduced to third parties in relation to whom The Village Ledger has not conducted any background or reference checking, that may be potentially dangerous, and that Service Provider and Service Provider Personnel uses The Village Ledger Platform at his/her own risk.

7. INSURANCE

It is the sole responsibility of the Service Provider to maintain in full force and effect commercial and general liability, adequate workers' compensation (or, if permitted by law, occupational accident insurance), unemployment, liability, and other forms of insurance, in each case with insurers reasonably acceptable to The Village Ledger, with policy limits sufficient to protect and indemnify The Village Ledger and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, parents, partners, members, controlling persons, and successors and assigns, from any losses resulting from the conduct, acts, or omissions of Service Provider or Service Provider's assistants, agents, contractors, servants, or employees. Service Provider shall, upon reasonable request, name The Village Ledger and its affiliates as additional insureds under the applicable policies and provide proof to The Village Ledger of such insurance before Service Provider provides any such services under this Agreement. Service Provider agrees to inform The Village Ledger immediately upon any changes in their insurance policy and agrees to provide The Village Ledger documentation reflecting such changes. Failure to maintain insurance pursuant to this Section and failure to provide The Village Ledger with updated insurances policies that may affect any Projects will constitute a breach of this Agreement.

8. TERM; TERMINATION

8.1. Term.

This Agreement shall be effective as of the date it is executed by Service Provider and shall remain in effect unless and until terminated as set forth in this Section 8 (the “Term”). Service Provider understands that The Village Ledger may temporarily deactivate Service Provider's profile on The Village Ledger Platform in the event that Service Provider is inactive on The Village Ledger Platform for a period of 28 days or more, as modified from time to time. In such circumstances, The Village Ledger shall reactivate Service Provider's profile upon request from Service Provider. The parties acknowledge that the term of this Agreement does not reflect an uninterrupted service arrangement, as this Agreement guarantees Service Provider the right to choose when to make himself or herself available and each Project referred and accepted is treated as a separate service arrangement.

8.2. Termination.

(a) The Village Ledger and Service Provider may terminate this Agreement, effective immediately upon written notice to the other party, in the event that other party materially breaches this Agreement. A material breach shall include, but not be limited to, the acts or omissions expressly defined as constituting a material breach herein, misconduct, The Village Ledger's failure to timely remit Service Fees as described herein, Service Provider's repeated failure to complete a Project he or she has booked on the platform to the Resident’s satisfaction, Service Provider's failure to meet the applicable minimum rating, or if a Service Provider cancels or reschedules two (2) or more Projects he or she has booked on less than 2 hours' notice prior to the applicable Project start time within any twenty-eight (28) day period. In the event there is a dispute whether The Village Ledger or Service Provider materially breached the agreement, and it cannot be resolved by informal negotiations, the parties agree to submit any such dispute to final and binding arbitration, unless Service Provider exercises his/her right to opt out of arbitration, as described in the Arbitration Provision in the Terms of Service.

(b) In addition to the foregoing, Service Provider may terminate the Agreement for any reason upon fifteen (15) days' written notice.

8.3. Service Provider’s Obligations Upon Termination.

Upon termination of this Agreement for any reason, Service Provider shall:

(a) Complete any outstanding Projects Service Provider has booked (the “Outstanding Projects”); and

(b) Certify in writing to The Village Ledger that Service Provider has complied with the requirements of this Section.

8.4. The Village Ledger's Obligations Upon Termination.

Upon termination of this Agreement:

(a) if the termination is effected by The Village Ledger, The Village Ledger shall immediately pay to Service Provider any outstanding earned Service Fees; or

(b) if the termination is effected by Service Provider, The Village Ledger shall pay to Service Provider any outstanding earned Service Fees within seven (7) business days. In either event, The Village Ledger shall pay Service Fees for any Outstanding Projects as soon as practicable after Service Provider has completed the Outstanding Projects.

8.5. Surviving Provisions.

The terms and conditions of this Section 8.5 and Sections 4, 5, 6, 7, 8.3, 8.4, 11 and 12 and Sections 27 (Disclaimer of Warranties), 28 (Limitation of Liability), 30 (Governing Law), and 31 (Mandatory Arbitration) contained in the Terms of Service shall survive the expiration or termination of this Agreement.

9. OTHER BUSINESS ACTIVITIES; NON-EXCLUSIVITY

Service Provider may be engaged or employed in any other business, trade, profession, or other activity, including providing Services to customers booked through means other than The Village Ledger Platform, including other web-based portals, smartphone applications, and/or platforms. The Village Ledger has no obligation to utilize Service Provider under this Agreement and may use other providers to perform the same or similar services as those that may be performed by Service Provider under this Agreement.

10. ASSIGNMENT

Service Provider may not assign this Agreement, absent written authorization by The Village Ledger. This provision shall not be construed as limiting Service Provider’s right to engage personnel to assist in the Services as set forth in this Agreement. The Village Ledger may freely assign its rights and obligations under this Agreement at any time. This Agreement will inure to the benefit of, be binding on, and be enforceable against, each of the parties hereto and their respective successors and assigns.

11. Mandatory Arbitration and Other Sections Incorporated by Reference.

Sections 27 (Disclaimer of Warranties), 28 (Limitation of Liability), 30 (Governing Law), and 31 (Mandatory Arbitration) contained in the Terms of Service, are hereby made a part of this Agreement to the same extent and with the same force as if fully set forth herein.

12. Entire Agreement.

This Agreement, our Terms of Service, Privacy Policy and EULA constitute the entire agreement between you and Company with respect to the Application and supersede all prior or contemporaneous understandings and agreements, whether written or oral, with respect to the Application.

13. Waiver.

No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.