Effective Date: February 24, 2020
WebSpellChecker provides its Services subject to the terms and conditions in these Terms of Service (“Terms” or “Agreement”).
In this Agreement, “We,” “Us,” “our” or “WebSpellChecker” will refer to WebSpellChecker LLC, 38 Nauky Ave., Kharkiv, 61166, Ukraine.
And, the terms “You,” “Your” and “Customer” will refer to you. If you are registering for an Account or using our Services on behalf of an organization, you are agreeing to these terms for that organization and promising us that you have the authority to bind that organization to these Terms (and, in which case, the terms “You” and “Your” or “customer” will refer to that organization). The exception to this is if that organization has a separate contract with us covering your Account and use of our Services, in which case that contract will govern your Account and use of the Services.
Our Data Processing Addendum (“DPA”) under the European General Data Protection Regulation (GDPR) forms part of these Terms of Service.
Please read these Terms of Service carefully before using the Services. These Terms of Service apply to all users of the Services. Use of the Services constitutes your acceptance and agreement to be bound by these Terms of Service, and all other operating rules, policies and procedures that may be published from time to time on the Website by Us, each of which is incorporated by reference and each of which may be modified from time to time without notice to You.
- Services mean web spelling and grammar checking services.
- Products mean WebSpellChecker products defined in this Agreement, section 2.1., designed to provide the Services.
- Documentation means online articles describing functions, set up and use of the Products and Services.
- Integration Сode means pieces of code needed to integrate the Services into Customer’s application, provided for each Product separately.
- User Content means content You or Authorized Users send to our servers while using the Services.
- Authorized Users mean all users who use the services via Customer Applications.
- Updates mean changes or enhancements to the Products periodically made available by Us.
- Websites mean collectively the websites that WebSpellChecker operates, namely:
2. Changes to These Terms
We may revise these Terms from time to time. If we do, those revised Terms will supersede prior versions. Unless we say otherwise, revisions will be effective upon the effective date indicated at the top of these Terms. We will provide you an advance notice of any material revisions. This notice will be provided via the account portal and/or via an email to the email address we have on file. Your continued access or use of our Services constitutes your acceptance of any revisions. If you don’t agree to the revisions, you should stop using our Services and we are not obligated to provide you with the Services.
3. Your Account
3.1. When you sign up for the Services, we will create for you an account on our website (“Account”). As part of the account creation process, we’ll ask you to provide your first and last name, address, email address, phone number. You must provide accurate and complete information and keep your Account information updated.
3.2. You are solely responsible for all use (whether or not authorized) of our Services under your Account, including for the quality and integrity of User Content and each of your applications. You are also solely responsible for all use and for all acts and omissions of anyone that has access to your application. You agree to take all reasonable precautions to prevent unauthorized access to or use of Our Services and will notify Us promptly of any unauthorized access or use. We will not be liable for any loss or damage arising from unauthorized use of Your Account.
4. Description of Services
4.1. This Agreement governs use of web spelling and grammar checking services (“Services”) provided as a subscription to the following WebSpellChecker Products:
- WebSpellChecker Proofreader (WProofreader). WProofreader allows checking texts both in instant and in dialog modes. The user needs to hover on the marked words or phrases for instant correction suggestions or click the dialog icon in the bottom right corner to have the whole text proofread at once.
- SpellCheckAsYouType (SCAYT) plugin for CKEditor 4.0+. Allows users to see and correct spelling and grammar mistakes right away while typing in a text input field. Every misspelled word will be underlined with a straight redline and every grammar problem is underlined with a green one respectively.
- WebSpellChecker Dialog (WSC) for CKEditor 4.0+. WSC checks the spelling and grammar of the whole text at once in a separate pop-up window. Every active spelling or grammar problem will be highlighted and underlined with a red straight line. The user needs to click a marked word or phrase and replace it with a word from a list of given corrections.
- WProofreader Plugin for WordPress. Provides automatic spelling and grammar check in multiple languages on websites, built with WordPress. The plugin is published on the official WordPress market place here.
- WebSpellChecker Web API. The API provides a set of spell and grammar checking commands and parameters to the WebSpellChecker engine for adding spell and grammar checking functionality into the Customer’s web application.
4.2. The Services are limited by the number of processed words and the number of allowed domains according to the products’ pricing plans.
4.3. Subject to separate fees you may extend the Services with additional languages and specialized dictionaries. Please see Additional Dictionaries section on our website.
4.4. The Services are provided for free as a part of the following software:
- Free SCAYT and WSC plugins for CKEditor 4.0+,
- Free WProofreader plugin for WordPress.
- Free WebSpellChecker App for Slack.
4.5. Free Services provided via SCAYT, WSC and WProofreader plugins are subject to daily usage limitations. Upon reaching the daily limit of use, such free Services shall be suspended until the next day.
4.6. The Free Services are provided with a banner ad, and limited functionality.
5. Changes to Our Services
The features and functions of our Services, including our APIs, and WebSpellChecker’s Service Level Agreement (SLA), may change over time. It is your responsibility to ensure that calls or requests you make to our Services are compatible with our then-current Services. Although we try to avoid making changes to our Services that are not backwards compatible, if any such changes become necessary, we will use reasonable efforts to let you know at least thirty (30) days prior to implementing those changes.
6. Services Integration
Our Products are integrated into Your application with the help of the Integration Code. We will provide the Integration Code to You and You are responsible to configure it in Your application.
7. Rights to Use Our Services
Subject to strict compliance with these Terms and the WebSpellChecker’s Acceptable Use Policy (“AUP”), which may be updated from time to time, you have a non-exclusive right to:
- Use our Services as needed to develop your software applications that interface with our Services (“Customer Applications”, “Your Applications”).
- Make our Services available to the Authorized Users of Your Applications in connection with the use of each of Your Applications subject to informing the Authorized Users of these Terms.
We are excited to see what you build with our Services. But, you should know there are some restrictions on what you can do with them.
8.1. Except as provided in Section “Rights to Use Our Services”, you agree not to transfer, resell, lease, license or otherwise make available our Services to third parties or offer them on a standalone basis.
8.2. You will ensure that our Services are used in accordance with all applicable laws and third-party rights, as well as these Terms and the AUP, as amended from time to time.
8.3. Except as allowed by applicable law, you will not reverse engineer, decompile, disassemble or otherwise create, attempt to create or derive, or permit or assist anyone else to create or derive the source code of any software provided in connection with our Services.
9. Services Activation
9.1. Paid Service Activation
9.1.1. Subscriptions for the Services shall commence when You activate them according to this section and shall continue until terminated per Section “Termination”, such period to be referenced as “Subscription term”.
9.1.2. Upon payment of the subscription fee, You will receive an activation key for the purchased Product.
9.1.3. You may have more than one Product under your Account. Each Product will require its own activation key.
9.2. Free Service Activation
9.2.1. The free Services do not require an activation key.
10. Service Performance
10.1. We will make our Services available to you in accordance with our Service Level Agreement (“SLA”), which may be updated from time to time. We will make commercially reasonable efforts to keep our Services operational 24 hours a day and seven days a week, except for planned downtime for maintenance, upgrades and updates for which we will use commercially reasonable efforts to provide at least 48 hours prior notice, or (ii) for unplanned downtime caused by any circumstance beyond our control, including acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, failures in computer, hardware, telecommunications, internet service provider or hosting facilities, power shortages and denial of service attacks.
10.2. Despite our efforts, our Services or any functionality may from time to time encounter technical or other problems and may not continue uninterrupted. We are not responsible for any damages resulting therefrom. We reserve the right to modify, suspend or discontinue all or any part of our Services at any time for any reason without liability to you.
11.1. You may try out the Services to define their suitability for Your business purposes. We agree to provide You with an evaluation period equal to fourteen (14) days (“Evaluation Period”) free of charge. Upon completion of the Evaluation Period, You need to purchase a subscription for the Services to continue using them.
11.2. You may not use the Services for free longer than the Evaluation Period granted by us. Multiple evaluations from the same organization are not allowed.
12.1. As between You and Us, We exclusively own and reserve all right, title and interest in and to our Services and Products. You shall not remove, deface or obscure any of Our copyright or trademark notices and/or legends or other proprietary notices on, incorporated therein, or associated with the Services or Products.
12.2. User Content belongs to its respective owners and not to Us. We take no responsibility and assume no liability for User Content.
12.3. You represent and warrant that You have the right to use the User Content and the right to grant Us the rights and license as provided in these Terms.
12.4. You grant Us the right and license to use the User Content for the purposes of providing the Services to You.
12.5. We retain the right to use aggregated anonymized User Content for the purposes of improvement of the Services. Such content will not be used in any way that identifies You or Authorized Users.
13. Our Use and Storage of Your Personal Data
13.4. You further acknowledge and agree that we may access or disclose Your Personal Data, if: (i) we believe that disclosure is reasonably necessary to comply with any applicable law, regulation, legal process or government request, (ii) to enforce our agreements and policies, (iii) to protect the security or integrity of our services and products, (iv) to protect ourselves, our other customers, or the public from harm or illegal activities, or (v) to respond to an emergency which we believe in good faith requires us to disclose data to assist in preventing a death or serious bodily injury.
14. EU Customers Personal Data Processing
14.1. To the extent that we process any Personal Data of the Authorized Users that is subject to the General Data Protection Regulation (the “GDPR”), on Customer’s behalf, in the provision of the Services hereunder, the terms of the WebSpellChecker Data Processing Addendum (“DPA), which are hereby incorporated by reference, shall apply. For Customers that are located in the European Union (“EU”) or the European Economic Area (“EEA”), the Standard Contractual Clauses adopted by the European Commission, attached to the DPA with WebSpellChecker, which provide adequate safeguards with respect to the personal data processed by us under this Agreement and pursuant to the provisions of our DPA apply. You acknowledge in all cases that WebSpellChecker acts as the data processor of the Authorized Users Personal Data and You are the data controller of the Authorized Users Personal Data under applicable data protection regulations in the EU and EEA. You will obtain and maintain any required consents necessary to permit the processing of the Authorized User Personal Data under this Agreement.
14.2. In case you plan to provide us with the Personal Data of any third party, please notify us via firstname.lastname@example.org.
15. Support and Updates
15.1. Pursuant to an active paid subscription to the Services, You shall be entitled to receive the Support services for the duration of the subscription period.
15.2. Support services shall terminate in case of non-renewal of the subscription to the Services, or termination of this Agreement per section “Termination”.
15.3. Pursuant to an active subscription to the Services, You shall be entitled to receive the Updates. New versions of the Products will be made available to you as soon as they are released, so the Services you are using will be always provided to you via the current versions of the Products.
15.4. Mandatory Updates. In the event Your Integration Code does not support the provided Updates, You shall be responsible to update the Integration Code in order to use the Updates. We will provide the updated Integration Code on docs.webspellchecker.net or communicate it to You in another convenient manner.
16. Payment Terms
16.1. Service Fees and Terms. You agree to pay Us the fees for the Services as specified on the pricing page of Our official website. Such fees are non-cancelable and are non-refundable. In the event if You downgrade any subscriptions from paid Services to free ones, You will remain responsible for any unpaid fees for the paid Services, and the Services will be deemed fully performed and delivered upon expiration of the initial subscription term.
16.2. Any fees for the Services are due immediately in full amount. We reserve the right to not provide you with the activation key or terminate the Services if We do not receive the payments per this Agreement. We will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur with connection with any suspension of our services pursuant to this section.
16.3. Taxes. Fees for the Services are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, accessible by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with its purchases, except for those taxes based on our Net income. Should any payment for the Services be subject to withholding tax by any government, the Customer will reimburse Us for such a withholding tax.
17.1. This Agreement becomes effective once You activate the Services and continues until it is terminated per this Section “Termination.”
17.2. We may terminate this Agreement upon Your non-payment, provided that at least one notification has been sent to You and no response or payment was received from You during five (5) business days period.
17.3. You may terminate the Agreement by:
- canceling your subscription for paid Services;
- destroying all copies of the software through which You are using the Free Services.
17.4. Upon termination of the Services either for non-renewal or non-payment, all access to the Services will immediately cease.
17.5. The Services will be suspended upon reaching your usage limit according to your pricing plan. You may reinstate the services by extending the usage limit for your plan subject to separate fees to us.
17.6. In addition to suspension of our Services for non-payment of fees, we may also suspend our Services immediately for cause if: (a) you violate (or give us reason to believe you have violated) our AUP; (b) there is reason to believe the traffic created from your use of our Services or your use of our Services is fraudulent or negatively impacting the operating capability of our Services; (c) we determine, in our sole discretion, that providing our Services is prohibited by law, or it has become impractical or unfeasible for any legal or regulatory reason to provide our Services; or (d) subject to applicable law, upon your liquidation, commencement of dissolution proceedings, disposal of your assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if you become the subject of bankruptcy or similar proceeding. If we suspend our Services to your account, we will make a reasonable attempt to notify you.
18.1. “Confidential Information” means: (i) the technology, ideas, know-how, processes, algorithms and trade secrets embodied in the Products; (ii) any license keys related to the Products, (iii) User Content, and (iv) any other information related to this Agreement, whether disclosed orally or in writing or magnetic media, that is identified as Confidential, Proprietary or with a similar legend at the time of such disclosure.
18.2. Parties guarantee that any documents, information, knowledge and experience gained under this Agreement shall be confidential.
18.3. The receiving party (“Recipient”) shall protect the disclosing party’s (“Discloser”) Confidential Information using the same degree of care which each party uses with respect to their own proprietary information and shall not: (i) use Confidential Information for purposes other than for the purposes of this Agreement, or (ii) disclose any Confidential Information to any third party without the Discloser’s prior written consent, except for its affiliates and its and their respective officers, directors, employees, consultants and representatives (“Representatives”) on a reasonable need-to-know basis, provided that such party is informed of the confidential nature of such information and directed to comply with the terms of this section. The Recipient will be liable for any act or omission of its Representatives that, if performed, or failed to be performed, by the Recipient, would constitute a breach of this section.
18.4. Confidential Information does not include any information that (i) is or becomes publicly known without breach of this Agreement by the Recipient or its Representatives; (ii) was rightfully known to the Recipient or any of its Representatives prior to receipt from the Discloser; (iii) is disclosed to the Recipient or any of its Representatives without confidential or proprietary restriction by a third party who rightfully possesses the information; (iv) is independently developed by or on behalf of the Recipient or any of its Representatives without the use of Confidential Information of the other party; or (v) is required to be disclosed pursuant to the order of a court, government agency or applicable law, rule or regulation, provided that the Recipient shall, to the extent reasonably practicable and not prohibited under the circumstances, promptly provide a written notice of such an order to the Discloser to enable the Discloser to contest such an order.
18.5. Each party’s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement.
19. Warranty. Disclaimers of Warranties
19.1. Due Authority. Each party represents and warrants that it has the legal power and authority to enter into this Agreement, and that, if You are an entity, this Agreement is entered into by an employee or agent of such a party with all necessary authority to bind such a party to the terms and conditions of this Agreement.
19.2. WARRANTY DISCLAIMER. ALL SERVICES ARE PROVIDED “AS IS,” AND THE PROVIDER AND ITS SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, FUNCTIONALITY, OR MERCHANTABILITY, WHETHER EXPRESS, IMPLIED, OR STATUTORY. THE PROVIDER SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES AND OTHER PROBLEMS INHERENT IN USE OF THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER THE PROVIDER NOR ANY OF ITS THIRD PARTY SUPPLIERS MAKES ANY REPRESENTATION, WARRANTY OR GUARANTEE THAT: (A) THE USE OF ANY PRODUCTS WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THE PRODUCTS WILL OPERATE IN COMBINATION WITH ANY OTHER SOFTWARE, SYSTEM, OR DATA EXCEPT AS PROVIDED BY THIS AGREEMENT; (C) THE PRODUCTS OR SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (D) ANY STORED DATA WILL BE ACCURATE OR RELIABLE OR THAT ANY STORED DATA WILL NOT BE LOST OR CORRUPTED; (E) ERRORS OR DEFECTS WILL BE CORRECTED.
19.3. BETA SERVICES. FROM TIME TO TIME, YOU MAY HAVE THE OPTION TO PARTICIPATE IN A PROGRAM WITH WEBSPELLCHECKER WHERE YOU GET TO USE ALPHA OR BETA SERVICES, PRODUCTS, FEATURES AND DOCUMENTATION (“BETA SERVICES”) OFFERED BY US. THESE BETA SERVICES ARE NOT GENERALLY AVAILABLE AND MAY CONTAIN BUGS, ERRORS, DEFECTS OR HARMFUL COMPONENTS. ACCORDINGLY, WE ARE PROVIDING THE BETA SERVICES TO YOU “AS IS.” WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE BETA SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED DOCUMENTATION THAT STATES OTHERWISE, WEBSPELLCHECKER DOES NOT WARRANT THAT THE BETA SERVICES WILL BE ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME.
20. Limitations of Liability
20.1. NEITHER PARTY (NOR ITS SUPPLIERS) SHALL BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY OR ANY INDIRECT, SPECIAL, INCIDENTAL, RELIANCE OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE.
20.2. NEITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER SHALL EXCEED THE AMOUNT ACTUALLY PAID BY YOU TO US FOR SERVICES IN TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT, OUR AGGREGATE LIABILITY TO YOU IN RESPECT OF FREE SERVICES SHALL BE US$20. THIS SECTION (“LIMITATION OF LIABILITY”) SHALL NOT APPLY TO (1) AMOUNTS OWED BY YOU FOR ANY SERVICES, (2) EITHER PARTY’S EXPRESS INDEMNIFICATION OBLIGATIONS IN THIS AGREEMENT, OR (3) BREACH OF SECTION (“CONFIDENTIALITY”).
20.3. The parties agree that the limitations specified in this Section (“Limitation of Liability”) will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
21.1. Indemnification by WebSpellChecker. WebSpellChecker agrees to defend the Customer from and against any and all third party claims, actions, suits, proceedings, and demands alleging that the use of the Services as permitted under this Agreement infringes or misappropriates a patent, copyright, trademark or other intellectual property right of a third party (a “Claim Against Customer”), and will indemnify the Customer for all reasonable attorney’s fees incurred and damages and other costs finally awarded against the Customer in connection with or as a result of, and for amounts paid by Customer under a settlement We approve of in connection with a Claim Against Customer; provided, however, that We will have no liability if a Claim Against Customer arises from (a) User Content or Services not provided by Us; and (b) any modification, combination or development of the Services that is not performed by Us, including in the use of any application programming interface (API). The Customer must provide us with a prompt written notice of any Claim Against Customer and allow us the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting our defense and settlement of such a matter. This section states Our sole liability with respect to, and Customer’s exclusive remedy against the Provider for any Claim Against Customer.
21.2. Indemnification by the Customer. You agree to defend Us against any claim, demand, suit or proceeding made or brought against Us by a third party alleging that any of User Content infringes or misappropriates such third party’s intellectual property rights, or arising from any claims from Authorized Users whatsoever, including but not limited to the claims related to Personal Data use, or claims arising from Your use of the Services in violation of the Agreement, the Documentation, or applicable law (each a “Claim Against the Provider”), and You will indemnify Us from any damages, attorney fees and costs finally awarded against Us as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against the Provider, provided We (a) promptly give You a written notice of the Claim Against the Provider, (b) give You sole control of the defense and settlement of the Claim Against Provider (except that You may not settle any Claim Against the Provider unless it unconditionally releases Us of all liability), and (c) give You all reasonable assistance, at Your expense.
22. Governing Law
The Parties agree that this Agreement is governed by the laws of Ukraine and mutually consent to the exclusive jurisdiction and venue in the courts of Ukraine and expressly disclaim the applicability of the laws of any other state or jurisdiction to the maximum extent possible.
Upon termination or expiration of these Terms, your payment obligations, the terms of this Section, and the terms of the following Sections will survive (i.e. still apply): Section 13 “Our Use and Storage of Your Personal Data”, Section 8 “Restrictions”, Section 12 “Ownership”, Section 18 “Confidentiality”, Section 19 “Warranty. Disclaimer of Warranties”, Section 21 “Indemnification”, Section 20 “Limitation of Liability” and Section 24 “General Terms”.
24. General Terms
24.1. Assignment. You may not assign any rights under this Agreement without Our prior written consent.
24.2. Force Majeure. Neither party shall be liable to the other for failure or delay in the performance of the required obligation if such a failure or delay is caused by strike, riot, fire, flood, natural disaster, or other similar cause beyond such party’s control, provided that such a party gives a prompt written notice of such a condition and resumes its performance as soon as possible, and provided further that the other party may terminate this Agreement if such condition continues for a period of ninety (90) days.
24.3. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. No waiver under this Agreement will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.
24.4. Severability. If any term, covenant, condition or provision of this Agreement or the application thereof to any person or circumstance shall at any time or to any extent be determined to be invalid or unenforceable under any provision of applicable law, to the full extent the provision of such applicable law may be waived, it is hereby waived. To the extent such law cannot be waived, the invalid or unenforceable provision shall be replaced by a valid provision which comes closest to the intentions of the parties to this Agreement. The invalidity or unenforceability of any provision hereof shall not affect the validity or enforceability of any other provision hereof.
24.5. No Agency. This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among the Customer and the Provider, and neither party shall represent to the contrary, whether expressly, by implication, appearance or otherwise.
24.6. Insolvency. If either party becomes insolvent, files a bankruptcy petition, becomes the subject of an involuntary bankruptcy petition, makes a general assignment for the benefit of creditors, has a receiver appointed for its assets, or ceases to conduct business, it shall immediately notify the other party. If any such events occur, the other party shall have the right to terminate this Agreement at any time by providing the insolvent party with a termination letter, which shall be effective upon receipt.
24.7. Complete Agreement. This Agreement is the sole and entire Agreement between the parties relating to the subject matter hereof. This Agreement supersedes all prior or contemporaneous understandings, agreements and documentation relating to such subject matter, except for any non-disclosure agreement between the parties. In the event of a conflict between the provisions of this Agreement and any non-disclosure agreement between the parties, this Agreement shall take precedence.