REAL SYNCH Terms and Conditions of Us

GENERAL TERMS AND CONDITIONS

• 1.1. Access to and Use of the SaaS Service. Subject to your compliance with the terms and conditions of this Agreement, We grant you a nonexclusive, nontransferable, revocable, limited license during the Term to access and use the SaaS Service solely for your internal business purposes in accordance with this Agreement and any online user documentation that we make available for the SaaS Service (“Documentation”).
• 1.2. Licensed Units. As part of the registration and order process for the SaaS Service, you will be required to select a SaaS Service plan (“Plan”), which will specify limits on the number of users, API calls, synchronizations/integrations between source and target applications (“Synchs”), or other applicable usage metrics (“Licensed Units”). Use of the SaaS Service is limited to the Licensed Units associated with the Plan that you select. Additional Licensed Units may be added during the Subscription Term at then-current prices, prorated for the remainder of the Subscription Term in effect at the time the additional Licensed Units are added, and the added Licensed Units shall terminate on the same date as the pre-existing Licensed Units.
• 1.3. Restrictions. You shall not, and shall not permit any third party to: (i) use the SaaS Service except as expressly authorized under this Agreement; (ii) interfere with or disrupt the integrity or performance of the SaaS Service; (iii) resell, sublicense, time-share, or otherwise use or share the SaaS Service with or for the benefit of any third party; (iv) remove any title, trademark, copyright, or restricted rights notices or labels from the SaaS Service; (v) modify or create a derivative work of the SaaS Service or any portion of the SaaS Service; (vi) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code, object code or underlying structure or algorithms of the SaaS Service; or (vii) distribute, publish, send, or facilitate unsolicited mass e-mailings, promotions, advertising, or solicitations (e.g. “spam”). You will not use, or encourage, promote, facilitate or instruct others to use, the SaaS Service for any illegal, harmful or offensive use, or transmit, store, display, distribute or otherwise make available content that is illegal, harmful, or offensive. You must abide by all applicable local, state, national and foreign laws, treaties, and regulations in connection with your use of the SaaS Service, including those related to data privacy.
• 1.4. Support. We will provide technical support for the SaaS Service to your authorized contact person consisting of telephone help desk or online support Monday-Friday from 7 a.m. – 7 p.m. CST/CDT, excluding our locally observed holidays.

• 2.1. Registration and User Account. To access and use the SaaS Service you will be required to register and set up a user account. You must keep your registration information accurate and complete during the Term and protect as confidential any user names, passwords, authentication keys, or security credentials that enable your access to and management of the SaaS Service. You are responsible for all activity occurring under such user account and will notify us immediately of any unauthorized use of your user account or any other known or suspected breach of security. You are responsible for obtaining, maintaining, and supporting all internet access, computer hardware, and other equipment and services needed for access to the SaaS Service.
• 2.2. Orders. You may submit orders for the SaaS Service using our online ordering process (“Order(s)”). All Orders are subject to the terms of this Agreement and are not binding until accepted by us. We may accept or reject Orders in our sole discretion. Your Order will be deemed accepted by us when we provide you with an authentication key to the email address associated with your user account. We are not required to provide the SaaS Service to you until you provide us with all information that we require for processing your Order and provisioning the SaaS Service for you.
• 2.3. Fees and Payment Terms. You will pay subscription fees for the SaaS Service associated with the Plan selected by you in connection with your Order (“Subscription Fees”). Subscription Fees will be billed automatically at the beginning of each applicable Subscription Term. Invoices will be sent to the email address associated with your user account, and all Subscription Fees are due and payable on or before thirty (30) days from the date of invoice. All Subscription Fees will be charged via credit card, and payment of the Subscription Fees is subject to the payment terms of our third party credit card payment processor. Delinquent invoices are subject to late payment fees equivalent to 1.5% of the overdue balance per month (or the maximum permitted by law, whichever is lower), plus any expenses associated with collections. Payments must be made in US dollars. Fees are exclusive of all taxes, levies, and duties imposed by taxing authorities, and you are responsible for all such taxes, excluding taxes based solely on Real Synch’s income. Any billing disputes must be reported to Real Synch in writing within thirty (30) days of the date of the invoice. Except as otherwise expressly provided in this Agreement, all fees are guaranteed and nonrefundable.
• 2.4. Change of Plan. You may elect to change your Plan at any time in accordance with the following terms. Plan upgrades may be handled automatically by you through the SaaS Service settings and will take effect immediately upon change. Plan downgrades require written notice from you and must be implemented by us and will take effect within 3 business days of our receipt and acknowledgement of your notice. Upon a change of Plan, (i) the Subscription Term associated with the old Plan will terminate immediately and be replaced with a new Subscription Term equal to the original Subscription Term; (ii) you will be refunded a prorated amount of any Subscription Fees paid under the old Plan based on the remainder of the old Subscription Term; and (iii) we will charge you, and you will pay, the Subscription Fees associated with the new Plan for the new Subscription Term.

• 3.1. Confidential Information. Each party (“Recipient”) shall hold in confidence all information received from the other party (“Discloser”), including any business and technical information, which is marked or otherwise designated as proprietary or confidential or which the receiving party knows or should know is confidential or proprietary under the circumstances (“Confidential Information”). Recipient shall protect Discloser’s Confidential Information in the same manner that Recipient protects its own Confidential Information of similar importance, but in no event with less than reasonable care. Recipient shall only use the Confidential Information of the Discloser for the purposes permitted under this Agreement and shall not disclose such Confidential Information to any third parties except to its employees and contractors who need to know such information and are subject to binding use and disclosure restrictions at least as protective as those set forth herein. Notwithstanding the foregoing, Confidential Information shall not include any information that: (i) is or becomes publicly known without the Recipient’s breach of any obligations owed to the Discloser; (ii) is rightfully disclosed to the Recipient from a source other than the Discloser without a breach of an obligation of confidentiality; (iii) is independently developed by the Recipient without any use of or reliance on the Discloser’s Confidential Information; or (iv) is required to be disclosed by applicable law or court order, provided that the Recipient provides the Discloser with reasonable advance notice of such disclosure and assistance to the Discloser to contest such order or requirement and prevent or limit such disclosure.
• 3.2. Data Protection and Security. All data, information, or material provided or submitted by you to us through the SaaS Service (“Content”) will be considered your Confidential Information (except as set forth in Section 4.1 above) and will also be protected and used pursuant to our then-current privacy policy found at https://app.realsynch.com/privacy, which is incorporated by reference into this Agreement. You are responsible for ensuring that the security of the SaaS Service is appropriate for your intended use and the storage, hosting, or processing of any Content. You are responsible for taking and maintaining appropriate steps to protect the confidentiality, integrity, and security of all Content from unauthorized access, use, loss, or destruction. Those steps include: (a) controlling access you provide to the SaaS Service; (b) configuring the SaaS Service appropriately; (c) ensuring the security of Content while it is in transit to and from the SaaS Service; (d) using encryption technology to protect Content; and (e) backing up Content. You represent and warrant that: (i) you or your licensors own all right, title and interest in and to Content or have all the rights in the Content to use it and grant the rights contemplated in this Agreement and (ii) no Content will contain any harmful or malicious code, files, scripts, agents or programs.
• 3.3. Usage Data. We may monitor and collect performance and usage data associated with your use of the SaaS Service (“Usage Data”) and use the Usage Data: (a) to facilitate delivery of the SaaS Service (such as tracking Licensed Units, providing support, monitoring the performance of the SaaS Service, and preventing or addressing service or technical issues) and (b) to generally improve our products and services. We may disclose usage Data in aggregate form (e.g., data aggregated from your and other customers’ use of the SaaS Service, but does not identify you or any other customer) for promotion, statistical analysis, market analysis, financial analysis, and other such purposes.

• 4.1. Ownership of SaaS Service. As between us and you, we or our licensors own all worldwide right, title, and interest in and to the SaaS Service, including all worldwide intellectual property rights therein. We reserve all rights and licenses in and to the SaaS Service not expressly granted to you under this Agreement.
• 4.2. Ownership of Content. As between you and us, you or your licensors own all worldwide right, title and interest in and to the Content, including all worldwide intellectual property rights therein. You hereby grant to us, and we hereby accept, a non-exclusive license to use, copy, store, modify, transmit, and display Content solely to the extent necessary to provide the SaaS Service to you.
• 4.3. Feedback. You may from time to time provide suggestions, comments, or other feedback to us with respect to the improvement, correction, or modification of the SaaS Service (collectively, “Feedback”). You agree that we shall be free to use, disclose, reproduce, license, distribute, and otherwise commercially exploit the Feedback provided to us with respect to the SaaS Service as we sees fit, entirely without obligation or restriction of any kind.
• 4.4. Third Party Licensors. You acknowledge and agree that third party licensors may own certain proprietary information and intellectual property rights included in the SaaS Service. Such third party licensors are third party beneficiaries entitled to enforce our rights and your obligations hereunder and to seek appropriate legal and equitable remedies, including but not limited to, damages and injunctive relief, for your breach of such obligations. Except as provided in this Section, there are no other third-party beneficiaries to this Agreement.

• 5.1. Professional Services Generally. During the term of this Agreement, we may provide certain professional services to you in connection with your use of the SaaS Service (“Professional Services”). All such Professional Services will be described in statements of work mutually agreed upon by you and us and attached to this Agreement (“Statement(s) of Work”). Unless otherwise provided for in a Statement of Work, (i) we will invoice you on a monthly basis for the Professional Services rendered plus all expenses incurred during the previous month or as otherwise specified in the invoice and (ii) you will pay such invoices within thirty (30) days after the date of the invoice. The parties' respective project contacts will be designated in the Statement of Work ("Project Contacts"). The Project Contacts are responsible for signature on all authorization and approval forms, for facilitating communication between you and us regarding all technical and business matters, and for coordinating the scheduling, development, and testing of Work Product (as defined below).
• 5.2. Cooperation. You acknowledge that the timely provision of and access to cooperation, complete and accurate information and data are essential to the performance of any Professional Services under this Agreement and that our obligation to complete any Professional Services is dependent upon same. If the relevant requirement(s), project plan(s), schedule, scope, specification(s), design(s), software, hardware product(s), or related system environment(s) or architecture are changed by you or any other person, we will not be responsible for the change unless you and us specifically consent to the change, scheduling, and additional charges, if any, in writing.
• 5.3. Changes. If, at any time, you desire to modify an applicable Statement of Work, you will present a written request to us describing such modifications using our standard project change request form (each such request is a "Change Order"). We will promptly review each such Change Order and determine and advise you, in our reasonable discretion, whether such Change Order can be accomplished by us, and whether the performance of such Change Order will increase the costs and/or delay the original schedule for performing the Professional Services. If we approves such Change Order (including without limitation any such increased costs and/or delays), the Change Order, upon execution by the parties, will be deemed to amend and become part of the applicable Statement of Work and we will perform the Professional Services in accordance with such amended Statement of Work.
• 5.4. Work Product. As used in this Agreement, “Work Product” means any deliverables created by us under Statements of Work. Work Product does not include the SaaS Service or your Resources (as defined below). Subject to the terms and conditions of this Agreement, we hereby grants to you a nonexclusive, nontransferable, revocable, limited license during the Term to use the Work Product solely in connection with your use of the SaaS Service. We shall own all right, title and interest in and to any Work Product and all intellectual property rights associated therewith. You hereby assign and agree to assign all right, title and interest in and to the Work Product and any intellectual property associated therewith to us and fully cooperate with us in perfecting such rights at our expense. Your rights in the Work Product are limited to those expressly granted in this Section. We reserve all rights and licenses to Work Product not expressly and unambiguously granted to you in this Agreement. You shall retain ownership of all right, title, and interest in and to your Resources and intellectual property rights embodied therein. You have or will secure all necessary third-party consents, permissions, clearances, authorizations and waivers required for the use of your Resources by us. As used herein, “Resources” means any pre-existing or preparatory materials, including, without limitation, data, content, software, protocols, interfaces, templates, specifications, related documentation, and other materials and resources, that are provided to us by you to facilitate the provision of Professional Services by us hereunder. You hereby grant to us a non-exclusive and non-transferable license to use, modify, reproduce, and create derivative works of your Resources solely for use in connection with the Professional Services being provided to you hereunder.
• 5.5. General Skill and Knowledge. Notwithstanding anything to the contrary in this Agreement, we will not be prohibited or enjoined at any time by you from utilizing any "skills or knowledge of a general nature" acquired during the course of performing Professional Services. For purposes of this Agreement, "skills or knowledge of a general nature" will include, without limitation, information publicly known or that could reasonably have been acquired in the conduct of similar work performed for another customer.

• 6.1. SaaS Service Warranty. We warrant that during the Term the SaaS Service will perform substantially in accordance with the Documentation. For any breach of the foregoing warranty, as your exclusive remedy and our entire liability and at our sole option and expense, we will correct the nonconforming SaaS Service, or if we are unable to correct the nonconforming SaaS Service, we will refund to you the Subscription Fees paid by you under the applicable Order Form for the nonconforming SaaS Service prorated based on the remainder of the then-current Subscription Term. For the avoidance of doubt, in connection with the warranty remedy set forth in this Section, we shall have no obligation to refund any fees paid by you for Professional Services. In order to receive the foregoing warranty remedies, you must make any claim under the foregoing warranty to us in writing within the 30-days of the alleged breach. In the event of a refund under this Section, this Agreement and your right to use the SaaS Service will immediately terminate. The foregoing warranty does not extend to any claim that arises from, relates to, or is attributable to (a) your Content or hardware or software supplied by you or a third-party or (b) use of the SaaS Service other than in accordance with the terms and conditions of this Agreement and the Documentation.
• 6.2. Professional Services Warranty. We warrant that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the foregoing warranty, as your exclusive remedy and our entire liability, we will re-perform the applicable Professional Services, or if we are unable to re-perform the Professional Services as warranted, we will refund the Professional Services fees paid by you to us for the deficient Professional Services. In order to receive the foregoing warranty remedies, you must make any claim under the foregoing warranty to us in writing within 30 days of performance of such Professional Services.
• 6.3. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED ABOVE IN THIS SECTION 6, THE SAAS SERVICE AND PROFESSIONAL SERVICES ARE PROVIDED “AS IS” AND WITH ALL FAULTS. WE HEREBY DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF WE HAVE BEEN INFORMED OF SUCH PURPOSE), OF RELIABILITY OR AVAILABILITY, OR ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE WITH REGARD TO THIS AGREEMENT. WE DO NOT WARRANT THAT THE SAAS SERVICE OR PROFESSIONAL SERVICES WILL BE PROVIDED ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION, OR THAT ANY SAAS SERVICE OR PROFESSIONAL SERVICES WILL FULFILL YOUR REQUIREMENTS. TO THE EXTENT THAT WE CANNOT DISCLAIM ANY SUCH WARRANTIES AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTIES WILL BE THE MINIMUM REQUIRED UNDER SUCH LAW. The above disclaimers extend to us and our affiliates, suppliers, and licensors, and our and their shareholders, officers, directors, employees, representatives, and agents (the “Real Synch Parties”).

• 7.1. Subscription Terms and Renewals. The initial Subscription Term shall commence on the date that we provide you with an authentication key that enables you to access the SaaS Service. The Subscription Term will automatically renew for an additional Subscription Term equal to the expiring Subscription Term, unless either party gives the other written notice of non-renewal at least 30 days before the end of the relevant Subscription Term. The SaaS Service pricing during any such renewal Subscription Term shall be the same as that during the prior term unless we have given you written notice of a pricing change at least 30 days before the end of such prior term, in which case the pricing change shall be effective upon renewal and thereafter.
• 7.2. Termination for Cause. Either party may terminate this Agreement: (i) if the other party is in material breach of this Agreement and fails to cure the breach within 15 days of receiving written notice from the non-breaching party or (ii) if the other party becomes the subject of a petition in bankruptcy or any proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
• 7.3. Termination for Convenience. You may also terminate this Agreement for convenience at any time upon 30 days advance written notice. Upon such notice, we will refund to you a prorated amount of the Subscription Fees paid by you based on the remainder of the then-current Subscription Term measured from the effective date of termination. We may charge a reasonable termination fee for termination by you under this Section. We may subtract the termination fee from the amount of the refund, if any, owed to you under this Section.
• 7.4. Effect of Termination. Upon any termination or expiration of this Agreement: (i) all licenses and rights granted to you hereunder shall terminate and we will no longer provide any SaaS Service or Professional Services to you, (ii) you shall cease using the SaaS Service; (iii) you shall promptly return, or if we request, destroy any of our Confidential Information in your possession and control; and (iv) within 7 days of expiration or earlier termination of this Agreement, you will pay to us all fees outstanding. In addition to any provisions that by their terms survive the termination or expiration of this Agreement, the following provisions will also survive: Sections 1.3, 2.3, 3, 4, 5.5, 6.3, 7.4, 8, 9, and 10.
• 7.5. Suspension. We may suspend your use of the SaaS Service if: (i) you are in breach of this Agreement and do not cure that breach within 15 days after we notify you of that breach; (ii) your use of the SaaS Service poses a security risk to the SaaS Service or to other users of the SaaS Service; or (iii) suspension is required pursuant to a subpoena, court order, or other legal requirement. We will give you notice before suspending your use of the SaaS Service if permitted by applicable law or unless we reasonably determine that providing notice presents a risk of harm to the SaaS Service or other users of the SaaS Service, in which case we will notify you as soon as feasible or permitted.
• 8. INDEMNIFICATION. You will defend, indemnify and hold us harmless from and against any loss, damage, liability or cost (including reasonable attorneys’ fees) resulting from any third party claim based on: (i) your use of Content that infringes the rights of, or has caused harm to, a third party; (ii) a violation by you of your representations and warranties; or (iii) a breach by you of this Agreement; provided that we promptly notify you in writing of any and all such claims. In the event of any loss, damage, liability or cost for which you are obligated to indemnify us hereunder, you shall have sole control of the defense and all related settlement negotiations, and we will reasonably cooperate with you in the defense and/or settlement thereof at your expense; provided that we may participate in such defense using its own counsel, at its own expense.

• 9.1. Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE REAL SYNCH PARTIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGES FOR LOSS OF PROFITS OR REVENUES, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF BUSINESS INFORMATION (WHETHER ANY OF THE FOREGOING ARE INCURRED DIRECTLY OR INDIRECTLY) OR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF A PARTY HAS BEEN ADVISED OF, KNOWS OF, OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
• 9.2. Limitation of Liability. IN NO EVENT SHALL THE REAL SYNCH PARTIES’AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID BY YOU TO US FOR THE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

• 10.1. Notices. Notices under this Agreement must be in writing and will be considered effective on the earlier of actual receipt or: (i) the first day after delivery by registered mail (or by courier with tracking number) or (ii) the second business day after sending by email. Billing notices and other general notices relating to a party’s performance under this Agreement may be sent via email to the contacts specified by the other party. All legal notices under this Agreement must be delivered by registered mail (or by courier with tracking number) to the attention of the receiving party’s legal department.
• 10.2. Governing Law and Dispute Resolution. The parties shall use good faith, reasonable efforts to resolve any dispute before initiating legal action. This Agreement shall be governed by the laws of the State of Texas and the United States, without reference to conflict of laws principles. The parties expressly disclaim the application of the United Nations Convention on the International Sale of Goods to this Agreement and the Uniform Computer Information Transactions Act as it may be enacted in the applicable jurisdiction. Exclusive jurisdiction and venue for all disputes arising under this Agreement will be in the state and federal courts residing in Austin, Texas. Each party expressly consents to the exercise of jurisdiction over it in the above venue of any court of competent jurisdiction and waive any rights it may have to have the action tried or determined in a different venue.
• 10.3. Entire Agreement. This Agreement constitutes the complete and exclusive understanding and agreement between the parties regarding their subject matter and supersedes all prior or contemporaneous agreements or understandings, written or oral, relating to their subject matter. Any additional or different terms in your documents (including any terms contained on ordering documents and purchase orders) shall not apply and are hereby deemed to be material alterations and notice of objection to, and rejection of them, is hereby given.
• 10.4. Amendments. We may modify the terms of this Agreement or SaaS Service at any time. You will be given notice of any amendments to this Agreement or the SaaS Service. We may provide notice to you by means of (i) posting information or a link to it in the SaaS Service or on our website or (ii) by email to your e-mail address on record under your user account. Such notice shall be deemed to have been given upon the expiration of three days after posting or one day after emailing.
• 10.5. Assignment. Neither party may assign or transfer this Agreement, in whole or in part, without the other party’s prior written consent (not to be unreasonably withheld. Any attempt to assign or transfer this Agreement without the prior written consent of the other party shall be void. Notwithstanding the foregoing, either party may assign this Agreement in its entirety without approval of the other party to a party that succeeds to all or substantially all of its assets (whether by sale, merger, operation of law or otherwise), so long as such assignee or transferee agrees in writing to be bound by the terms and conditions of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their authorized successors and permitted assigns.
• 10.6. Marketing. During the Term, we may include your name, logo, and success stories (if provided) on our website and in any press releases, promotional and sales literature, and lists of customers.
• 10.7. Force Majeure. Except with respect to the obligation to pay fees when due hereunder, neither party shall be deemed in default of this Agreement because of a delay or failure in performance of its obligation resulting from any cause beyond its reasonable control (a "Force Majeure"), provided it gives reasonably prompt notice of the Force Majeure condition to the other party and uses reasonable efforts to mitigate the delay or failure.
• 10.8. Basis of Bargain. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement. The parties agree that the limitations and exclusions of liability and disclaimers specified in this Agreement will survive and apply even if found to have failed of their essential purpose.
• 10.9. Construction. The headings of sections of this Agreement are for convenience and are not for use in interpreting this. As used in this Agreement, the word “including” means “including but not limited to.”
• 10.10. Waiver. No waiver of any provision of this Agreement will be effective unless it is in writing and signed by duly authorized representative of the party against whom the waiver is to be asserted. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
• 10.11. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) will be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.
• 10.12. Independent Contractors. The parties to this Agreement are independent contractors and this Agreement will not establish any relationship of partnership, joint venture, employment, franchise, or agency between the parties.