TERMS OF SERVICE
Effective: January 15, 2025
Hi! We’re Again Recommerce, Inc. (also known as, The Again Co.). Our resale platform helps brands and retailers run resale programs through branded resale sites (each, a “Branded Site”) and to sell their pre-loved inventory through our resale marketplace (“Marketplace”) (collectively, our “Services”).
For convenience, we’ll refer to ourselves and our subsidiaries as “we”, “our”, or “us”. Similarly, we’ll refer to the legal entity that you represent as “you” or “your”, and to the individuals who use your Branded Site or our Marketplace as “Users”.
These Terms of Service (“Terms”) set out your rights and responsibilities with regard to your use of our Services, as well as our rights and responsibilities with regard to providing the Services to you. By signing up to use our Services, or by using our Services, you’re agreeing to be bound by these Terms. If you don’t agree with these Terms, you may not use our Services. These Terms, including our Privacy Policy, form a binding contract between you and us, which we’ll refer to as the “Contract”.
1. Account
Account. An account is required to use our Services (“Account”). You must apply for an Account by providing us with your name, your company’s legal name, phone number, a valid business email address, and any other information as we may reasonably request. You must be at least 18 years old to apply for an Account, and you personally guarantee that you have the authority to agree to these Terms on behalf of the business you are registering. We may reject your application in our sole discretion.
Authorized Users. You may authorize your employees or contractors to access your Account (“Authorized Users”). You must inform Authorized Users of their obligation to comply with the Contract. Your are responsible for the actions of your Authorized Users, including for any breaches of this Contract that they cause.
Communications. You allow us to use the email address you provided when applying for an Account (or as updated from time-to-time) as the primary method for communicating with you. You must monitor this email address. We will also send transactional notifications, such as order and shipping confirmations, to the email addresses you designate in your Account.
Limits. From time to time, we (or our payment processing partner) may impose limits on your Account, such as limits relating to the value of any transaction or the cumulative value of all transactions in a given period, or on the number of transactions in a given period. We will not be liable to you if: (i) we do not proceed with a transaction that would exceed any limit we set; or (ii) if we permit a buyer to cancel a transaction. We reserve the right to decline or refund transactions that we believe to be high risk, fraudulent, in violation of trade sanctions, result from our determination in favor of a buyer’s claim against you, or violate these Terms.
Beta Features. Occasionally, we look for people to help us test new features or products. Beta features may still be under development, so we make them available “as is,” and any warranties or contractual commitments we make for other parts of our Services will not apply. Should you choose to help us test beta features, we would greatly appreciate your feedback so that we can best prepare our beta features for use by all of our customers.
Future Plans. Any statements that we make about our future product plans are an expression of intent, but do not rely on them when deciding whether to use our Services. If you decide to use our Services, that decision should be based on the features and functionality that we have available at that time and not on the delivery of any future features or functionality.
2. Our Responsibilities
Keeping the Services Available. We will use commercially reasonable efforts to keep the Services available 24 hours a day, 7 days a week, excluding planned or emergency downtime. We expect downtime to be infrequent, and we will try to provide you with advance notice whenever possible.
Protecting the Integrity of the Services. We will maintain reasonable administrative, physical, and technical safeguards to protect the security and integrity of our Services. Those safeguards will include measures to safeguard the security, confidentiality, and integrity of data that you or your Authorized Users provide to us through our Services (“Your Data”), or that your Users provide to us through your Branded Site or our Marketplace (“User Data”) (we’ll refer to Your Data and User Data collectively as “Program Data”).
Providing Support. We will assist you and your Users with questions via email during our regular business hours, which are Monday through Friday, 8:00am pacific through 6:00pm pacific, excluding holidays. We will respond to support inquiries in a timely and professional manner. We will use our good faith efforts to resolve disputes with or among Users, which may include voiding purchases and issuing refunds. Any decision that we make in resolving such disputes will be made in our sole discretion.
3. Your Responsibilities
Security. You are responsible for keeping your Account secure. We are not liable for any loss or damage resulting from your failure to maintain the security of your Account. You agree not to work around, bypass, or circumvent any of the technical limitation of our Services, or decompile, disassemble or otherwise reverse engineer our Services. You agree not to access our Services, or monitor any material or information from our Services, using any bot, spider, scraper, or other automated means.
Personal Information. You are responsible for protecting the personal information that you receive about Users, such as names, addresses, email addresses, and telephone numbers. You must keep this information private and secure, and you must comply with all applicable legal requirements relating to the storing and handling fo such information. If we are sued, fined, or otherwise made to incur expenses because of your misuse of this information, you agree to indemnity us for those expenses.
Promoting Your Branded Site. You agree to use reasonable and good faith efforts to promote your Branded Site, which may include the use of online and offline media, on an on-going basis.
Listings. The photos and videos you upload to listings that you create must be your own. You must honestly and accurately describe the products you are selling. We assume no responsibility for the accuracy, labeling, or content of your listings. We may remove any listing that violates our rules, policies, or this Contract. We also reserve the right to take additional action as we deem necessary for severe or repeat offenses. Even if your listing otherwise meets our rules, you may not list any item that is listed below (we call this list our “Prohibited Items List”):
- Alcohol, tobacco, drugs, drug paraphernalia, or medical drugs
- Items that pose health and safety concerns, dangerous items, hazardous materials, recalled items, or weapons
- Items that promote, support, or glorify hate or violence
- Items that are illegal, or that promote or encourage illegal activity
- Items that are intangible, digital in nature (such as NFTs), services, advertising, or solicitations
- Items intended for adult use, or that contain explicit sexual content
- Animals, animal products, or human or animal remains
Inventory. You agree to keep inventory numbers current, and to promptly remove any products that are out of stock. It is your responsibility to keep your listings and product catalog current and up-to-date.
Orders. We will send you an email each time a User places an order through our Services. This information will also be available in your Account. You agree to promptly fulfill orders. Failure to fulfill orders in a timely manner may result in the cancellation of the order; repeated failures may result in suspension of your Account. You agree not to influence Users to transact outside of the Services or otherwise circumvent our Services.
Shipping. You may have the option to use our shipping feature to purchase shipping labels for orders you receive through our Services. If you choose to do so, you must use the prepaid US Postal Service shipping label that we provide to you, and you must comply with all applicable US Postal Service shipping regulations and other applicable shipping laws. If you choose to purchase shipping labels on your own, you agree to provide the tracking number for each order through your Account. While we don’t require that you purchase shipping insurance, we strongly recommend that you purchase insurance for orders you ship on your own.
Product Liability Insurance. You agree to maintain, at your sole cost and expense, general commercial liability insurance (including comprehensive product liability) with respect to the products you list through our Services in such amount as is reasonable and customary for similar businesses. We reserve the right to request proof of such insurance, and other relevant information, at any time.
Reporting. You are responsible for reporting your income to the applicable tax authority. Where legally required, we will report your personal details and details of your transactions to relevant governmental authorities.
Complying With Law. You agree to comply with all applicable laws in your performance under the Contract.
Cooperation. You will cooperate with us in a reasonable, good faith, professional and courteous manner in the course of our providing Services to you. From time-to-time, this may include assisting us with addressing questions or concerns of Users.
4. Financial Terms
Our Fees. Use of our Services is subject to a service fee. In some situation, that fee may be a fixed, while in others it may be variable. The fees applicable to you are specified in the “Subscriptions” section of your Account. Variable fees are calculated by multiplying the dollar value of transactions (excluding shipping and taxes) or the number of transactions, as applicable, during a calendar month by the variable fee. Except as otherwise agreed by us in writing, all fees due to us, including shipping fees, will be deducted from your Account balance. If the amount owed to us exceeds your Account balance, we will issue you an invoice for the difference, which is due upon receipt. Fees are charged in U.S. dollars, and payments must be made in U.S. dollars.
Shipping. You agree to reimburse us for the actual cost of any shipping expenses that we incur on your behalf. If you use our shipping feature, we will determine the appropriate shipping fee, and collect that fee directly Users , and we will retain all of these shipping fees. You agree that you are not entitled to receive any portion of such fees. If you choose to purchase shipping on your own, we will collect the shipping fees you specify in your Account from Users, and credit that amount without any deduction to your Account as soon as you designate that order as being shipped in your Account. If you do not specify shipping rates in your Account and you do not use our shipping feature, shipping will be deemed to be free. We will not be liable to you for any shipping fees, if you fail to specify shipping rates in this situation.
Your Account Balance. Your Account balance is calculated as the sum of (i) the dollar value of orders you receive through our Services and (ii) any fees you earn from Users who sell through your Branded Site, less our fees, applicable taxes, and shipping costs due to us. The fee charged to Users who sell through your Branded Site can be set in your Account. A sale made by a User through your Branded Site is considered complete (and fees are therefore earned) when the buyer accepts delivery (or the delivery is deemed accepted according to our Terms of Service). A sale made by you is considered complete (and our fees are therefore earned) when you ship the order.
Payout Schedule. Following the end of each calendar month, provided that your Account balance is at least $5.00, we will transfer your Account balance to the bank account that you specify in your Account.
Authorization. You authorize us to deduct all fees due to us from your Account balance, and to settle and transfer funds to your bank account as designated through your Account.
Payment Processing. You must maintain an account with our payment processor, which is currently Stripe. We partnered with Stripe to facilitate payment processing, disbursement of funds, and compliance with various regulations. If you don’t already have a Stripe account, you must sign up for one through Stripe. By signing up, you enter into an agreement with Stripe. We are not a party to that agreement, and are therefore not responsible for the services provided by Stripe. You must provide all required information truthfully and completely, and complete all the required steps for compliance purposes. You must keep all of your information current. We may share your personal or transactional information with Stripe for purposes related to payments processing and regulatory compliance. Stripe must accept your application before you can receive transfers through our Services. If Stripe rejects your application, or if you don’t enroll for a Stripe account within 60 days after completion of your first sale, your right to receive payment may be forfeited. If we receive notice that your activity violates Stripe’s service agreement, we may at our sole discretion take action against your account to comply with Stripe’s policies. Such actions may include canceling a transaction, disabling a listing, suspending or terminating your selling privileges, or suspending or terminating your Account.
Store Credits. Users may be entitled to receive store credit as compensation for sales they make through your Branded Site (in the case of our peer-to-peer module) or for items they trade-in through your Branded Site (in the case of our trade-in module). If you use our Shopify app, we will issue store credit to these Users on your behalf through your Shopify account. You hereby authorize us to do so. The value of store credit issued to Users for sales they make through your Branded Site will equal the User’s account balance at the time of redemption plus any bonus in effect at that time, as specified in your Account. The value of the store credit issued to a User for items submitted for trade-in through your Branded Site will equal the trade-in value of each item (or the applicable minimum trade-in value) as specified in your Account at the time of submission. If you do not use our Shopify app, we will notify you whenever a User chooses a store credit redemption for sales made through your Branded Site, as well as the total value to be issued, including any bonus. You agree to promptly issue the store credit to that User and notify us of that fact by email. Regardless of whether you use our Shopify app, once the store credit is issued, we will credit the applicable proceeds to your Account balance.
Taxes. Fees 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, assessable by any jurisdiction (“Taxes”). You are responsible for collecting and paying any Taxes applicable to your sales through our Services. However, if we determine that we have a legal obligation to collect and pay Taxes on your behalf in a given state, we will do so based on the buyer’s location in the United States. You are responsible for paying all Taxes associated with your purchases of our Services, except for those Taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, you will reimburse us for such withholding tax.
Disputes. Any dispute as to charges must be reasonable and in good faith and communicated to us in writing within fourteen (14) days of the charge. You will work together with us in good faith to promptly resolve any dispute. Overdue undisputed amounts are subject to interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. You agree to reimburse us for all reasonable, actual costs (including reasonable attorneys’ fees) incurred by us in collection of undisputed overdue amounts.
Suspension. If any undisputed fees remain unpaid thirty (30) or more days, we may, without limiting our other rights and remedies, suspend providing the Services to you until those amounts are paid in full, so long as we have given you at least ten (10) days’ prior notice that your account is overdue.
Interest. We may earn interest from the balances in our bank accounts. These balances results from timing differences between our receiving payment from buyers and transferring balances to you or Users. You will not be entitled to receive any interest (or other compensation) on any account balance you hold with us.
5. Feedback
The suggestions our customers make help us improve our Services for the benefit of all of our customers. We’re grateful for the feedback we receive. If you or your Authorized Users provide us with feedback or suggestions regarding our Services, you grant us a perpetual, worldwide, unlimited, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use your feedback or suggestions in any way without any obligation or compensation to you or your Authorized Users.
6. Ownership
What You Own. As between the parties, you own your Confidential Information (as defined below) and Your Data. You hereby grant us a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, store, and display Your Data for the purpose of providing or promoting the Services, and to perform our obligations and exercise our rights under the Contract. You represent, warrant, and agree that you have all necessary rights in your Confidential Information and Your Data to grant us this license.
What We Own. As between the parties, we own and will continue to own our Services, including all related intellectual property rights, our Confidential Information, and User Data. We hereby grant you a perpetual, irrevocable, non-exclusive, royalty-free, worldwide, and sub-licensable license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, store, and display User Data. We represent, warrant, and agree that we have all necessary rights in the User Data to grant your this license. You agree not to reproduce, duplicate, copy, sell, resell, or exploit any portion of our Services, use our Services, or access the Services without our express written permission. You agree not to use any of our trademarks, logos, or service marks unless we authorize you to do so in writing.
Removal. We do not pre-screen Program Data, and we may remove any Program Data in our sole discretion.
7. Termination
Termination. You may cancel your Account at any time by contacting our support team at support@theagain.co and requesting cancellation in writing. We may suspend or terminate your Account or the Contract immediately without notice if we reasonably believe that you or your Authorized Users are using our Services in violation of applicable law. Either party may may terminate the Contract for cause upon 30 days prior written notice to the other party of a material breach by the other party, if that breach remains uncured at the end of that period.
Effect of Termination. Upon any termination of your Account by either party for any reason: (i) we will cease providing the Services to you, and you will no longer be able to access your Account; (ii) you will not be entitled to any refunds of any fees; (iii) any outstanding balance owed to us through the effective date of such termination will immediately become due and payable in full; (iv) your Account balance will be transferred to you, less any fees owed to us; (v) your Branded Site and Marketplace listings will be taken offline as soon as practicable; and (vi) this Contract will terminate, except with respect to those terms that are by their nature intended to survive termination. In no event will any termination relieve you of the obligation to pay any fees due to us for the period prior to the effective date of termination.
Data Retention and Deletion. We will retain Program Data for as long as your Account remains active. Following cancellation or termination of your Account, we will have no obligation to maintain any Program Data and, unless legally prohibited, we may delete it.
8. Confidentiality
Confidential Information. "Confidential Information" means all confidential and proprietary information of a party (“Disclosing Party”) disclosed to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including nonpublic business, financial, product, and technical information. Confidential Information does not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to Disclosing Party; (ii) was known to Receiving Party prior to its disclosure by Disclosing Party without breach of any obligation owed to Disclosing Party; (iii) was independently developed by Receiving Party without breach of any obligation owed to Disclosing Party; or (iv) is received from a third party without breach of any obligation owed to Disclosing Party.
Duties. Receiving Party may only use the Confidential Information of Disclosing Party to fulfill its obligations under the Contract. Receiving Party will not disclose any Confidential Information of Disclosing Party for any purpose outside the scope of the Contract, except with Disclosing Party's prior written consent or as otherwise required by law. Receiving Party will protect the confidentiality of Disclosing Party's Confidential Information in the same manner that it protects the confidentiality of its own confidential information of like kind (but in no event using less than reasonable care). Receiving Party will promptly notify Disclosing Party if it becomes aware of any actual or reasonably suspected breach of confidentiality of Disclosing Party's Confidential Information.
Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of Disclosing Party, it shall provide Disclosing Party with reasonable prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if Disclosing Party wishes to contest such disclosure.
Injunctive Relief. If Receiving Party discloses (or threatens to disclose) any Confidential Information of Disclosing Party in breach of confidentiality protections hereunder, Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts, it being acknowledged by the parties that any other available remedies may be inadequate.
Continuing Obligations. Upon any expiration or termination of the Contract, Receiving Party will continue to maintain the confidentiality of the Disclosing Party's Confidential Information and, upon request, return to the Disclosing Party or destroy (at the Disclosing Party's election) all materials containing such Confidential Information.
9. Warranties and Disclaimer
Each party represents and warrants that it has validly entered into the Contract and has the legal power to do so.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.
10. Indemnities
Indemnification by Us. We will defend, indemnify and hold you harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with claims, demands, suits or proceedings (“Claims”) made or brought against you by a third party alleging that the use of the Services as permitted under the Contract infringes the intellectual property rights of such third party.
Indemnification by You. You will defend, indemnify and hold us harmless against any loss, damage or costs (including reasonable attorneys' fees) incurred in connection with Claims made or brought against us by a third party arising from, or related to, your or any of your Authorized Users’ violation of the Contract.
Cooperation. The indemnified party will: (i) promptly give written notice of any Claim to the indemnifying party; (ii) allow the indemnifying party to control the defense and settlement of the Claim, provided that the indemnified party may participate in such defense at its own cost and that the indemnifying party may not settle any Claim in a manner that imposes any obligation or liability on the indemnified party without the indemnified party’s prior written consent; and (iii) provide to the indemnifying party, at the indemnifying party’s cost, all reasonably requested assistance in such defense. Failure to so cooperate shall relieve indemnification obligations to the extent of any actual prejudice.
Infringement Remedies. In the case of a Claim of intellectual property infringement, we may, at our sole option and expense: (i) procure for you the right to continue using the Services under the terms of the Contract; (ii) replace or modify the Services to be non-infringing without material decrease in functionality; or (iii) if neither of foregoing options are reasonably practicable, terminate the Contract and refund to you all prepaid fees for the remainder of your subscription term after the date of termination.
11. Limitation of Liability
IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE CONTRACT (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER IN THE TWELVE (12) MONTHS PRECEDING THE LAST EVENT GIVING RISE TO LIABILITY. THE FOREGOING WILL NOT LIMIT YOUR PAYMENT OBLIGATIONS.
IN NO EVENT WILL EITHER PARTY HAVE ANY LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
12. General Provisions
Privacy. We collect and process personal data pursuant to our Privacy Policy, which is hereby incorporated into the Contract. You understand and agree that we may contact you or your Authorized Users via e-mail or otherwise with information relevant to the use of the Services, regardless of whether you have opted out of receiving marketing communications or notices.
Publicity. You grant us the right to use your company name and logo as a reference for marketing or promotion purposes on our website and in other public or private communications with our existing or prospective customers, subject to your standard trademark usage guidelines, which you will provide to us. If you prefer not to be listed as a reference, please send an email to your account manager or to support@theagain.co letting us know.
Communication with Users. You agree that we may communicate directly with Users of your Branded Site for purposes of promoting your Branded Site and the Services, including by email.
Relationship. The parties are independent contractors, and no partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties is created by this Contract.
Third Party Beneficiaries. There are no third party beneficiaries to this Contract.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing sentence, either party may assign this Agreement in its entirety without consent of the other party, to a corporate affiliate or to its successor by way of merger, reorganization, or sale of substantially all assets or equity not involving a direct competitor of the other party. Any attempted assignment in breach of this section shall be void.
Force Majeure. Neither of us will be liable to the other for any delay or failure to perform its obligations (excluding payment obligations) due to circumstances beyond such party's reasonable control, which may include acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (excluding those involving such party's employees), service disruptions involving hardware, software or power systems not within such party's possession or reasonable control, and denial of service attacks.
Waiver. No failure or delay in exercising any right hereunder shall constitute a waiver of such right. Any effective waiver must be in writing and signed by the party against whom the waiver is to be asserted.
Remedies. Except as otherwise provided, remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
Severability. If any provision of this Contract is held by a court of competent jurisdiction to be contrary to law, such provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions shall remain in effect.
Governing Law and Venue. This Contract is be governed exclusively by the internal laws of the state of California, without regard to its conflicts of laws rules, and all disputes relating to this Agreement shall be subject to the exclusive jurisdiction of the courts located in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods shall not apply.
Dispute Resolution; Waiver of Jury Trial. Both parties agree to make reasonable, good faith efforts to promptly resolve any dispute between them, including escalating within their respective organizations as appropriate, prior to commencing any legal action. TO THE EXTENT APPLICABLE AND LEGALLY PERMISSIBLE, BOTH PARTIES AGREE TO WAIVE TRIAL BY JURY IN ANY ACTION ARISING HEREUNDER.
Amendments. We may changes these Terms or our fees from time-to-time to reflect changes in our business. If we make a material changes to the Terms, we will provide you with reasonable advance notice. The revisions will become effective on the date set forth in our notice, and all other changes will become effective immediately upon posting. If you access or use the Services after a change goes into effect, that will constitute your acceptance of that change.
Notices. All notices under the Contract will be in writing (email permitted) and effective upon receipt. We may also choose to provide you with notices through the Services. Notices to us should be sent to support@theagain.co.
Complete Agreement. The Contract constitutes the entire agreement between the parties and supersedes all prior or contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent any conflict or inconsistency between the provisions in the Terms and any other documents or pages referenced in these Terms, the following order of precedence will apply: (1) the Terms, and (2) any other documents or pages referenced in the Terms. No additional click-through or purchase order terms shall be effective.