Last Updated: December 05, 2024

I. SportsEngine Play for Business Standard Terms and Conditions

These SportsEngine Play Standard Terms and Conditions (the “Terms”) shall set out the agreement between your facility, sports governing body, federation, league, team, club, event operator or other entity or organization (the “Organization”) and SportsEngine, Inc. (“SportsEngine”) as it pertains to Organization’s use of and/or Exhibition (as defined below) of its Events (as defined below) on SportsEngine’s youth and amateur sports video and streaming platform, currently known as SportsEngine Play (“SportsEngine Play”), and, if applicable, use of Hardware. For purposes of these Terms, any reference to Organization shall mean the legal entity listed as “Organization” on the relevant Order Form, including applicable addenda (collectively as the “Order Form”) between SportsEngine and Organization.

These Terms shall be subject to and incorporate the terms and conditions of the Order Form (collectively referred to as the “Agreement”). Any capitalized terms used but not otherwise defined in these Terms shall have the respective meanings ascribed to them in the applicable Order Form.

The Agreement shall constitute a legally binding agreement by and between Organization and SportsEngine, and Organization accepts and agrees to the terms of the Agreement by (1) clicking a box indicating acceptance or (2) executing an Order Form or other agreement that references these Terms. SportsEngine, in its sole discretion, may modify or update these Terms from time to time, effective upon posting an updated version of these Terms on the SportsEngine or SportsEngine Play website. Organization is responsible for regularly reviewing the Terms for such updates, and Organization’s continued use of the SportsEngine Play products and services after any such updates or modifications shall constitute Organization’s consent to such changes.

1. Term. The Initial Term of this Agreement, along with any applicable Renewal Term, shall be for the period of time set forth on the applicable Order Form (the “Term”), and shall be non-cancellable except as provided herein. SportsEngine reserves the right to immediately suspend Organization’s and/or its Users’ (as defined below) access to SportsEngine Play in the event that either Organization or a User, as the case may be, is in breach of this Agreement or engaged in any unauthorized conduct or other conduct that SportsEngine deems, in its good faith business judgment, detrimental or offensive to SportsEngine or users of the SportsEngine Play platform (including any violation of the terms of this Agreement or any applicable law or third party right).
    
2. SportsEngine Play Services & Software. SportsEngine shall provide the products and/or services set forth in the applicable Order Form (the “SportsEngine Play Services”). During the Term, SportsEngine will provide Organization with annual subscriptions to SportsEngine Play and will make such subscriptions available for purchase to the leagues, associations, teams, clubs, event operators, or other entities (collectively, the “Organization Customers”) that are members of the Organization or utilize the Organization’s facilities, as applicable. All such subscriptions shall be subject to the Subscription Agreement. During the Term and subject to Organization’s compliance with the terms and conditions of this Agreement, SportsEngine shall grant to Organization a limited, non-exclusive, non-transferable, non-sublicensable, royalty-free and revocable license to access and use the SportsEngine Play software (the “Software”) for use in accordance with this Agreement. SportsEngine will provide access, user identification and passwords to a reasonable number of designated Organization employees, representatives, consultants, contractors or agents who are authorized to use the Services on behalf of Organization (each a “User”). Organization shall not (a) reproduce, modify, or distribute the Software, or attempt to reverse engineer the Software, (b) decompile, disassemble or access the source code for the Software or any component thereof, except as permitted by law; and (c) sell, lease, or distribute the Software. This Agreement will apply to any updates, upgrades, and new modules, features, functionality or offerings subsequently provided by SportsEngine to Organization as part of the Software and/or the SportsEngine Services.
    
3. Hardware. To the extent SportsEngine provides Organization with any cameras or hardware pursuant to the applicable Order Form (the “Hardware”), the following additional terms shall apply to the provision and use of the Hardware:
    
   1. Installation. Unless otherwise agreed by the parties, SportsEngine shall be responsible for installation of the fixed mount Hardware at the Organization’s facility or other location designated by Organization, which will be performed by SportsEngine or its designee at no additional cost. As part of its installation services, SportsEngine will provide the following: Hardware mounting at a predesignated mutually agreed upon location, aiming and calibration of the Hardware, cabling, placement and hookup to video processing unit (“VPU”) (if required) or internet source, and running power over ethernet cables from Hardware to VPU locations or designated locations with internet available using pre-designated routes, conduits, or other agreed upon pathways. Organization shall ensure that SportsEngine and its personnel have the necessary access to the facility and any network information to install, support, and maintain the Hardware. Organization will be responsible for ensuring facility infrastructure is camera ready and all associated cost including trenching, digging or installation of conduits, any electrical work, camera accessories, purchase, installation or mounting of weatherproof enclosures, multiport network switches, any posts, poles or mounting infrastructure required to support the Hardware, any upgrades required for sufficient internet connectivity and floor protection during installation (other than standard wheel socks).
       
   2. Use. During the Term, SportsEngine will provide the Hardware for Organization and Organization Customers to use exclusively in connection with SportsEngine Play. Organization and Organization Customers shall use the Hardware to Exhibit (as defined below) the Events (as defined below) exclusively via SportsEngine Play. Organization shall not and shall not permit Organization Customers to Exhibit any Events that are filmed using the Hardware to or on any third-party platform. Organization shall keep the Hardware in its sole custody and shall comply with any additional end user license agreement terms in any software embedded in the Hardware.
       
   3. Exclusivity. If Organization owns and/or operates a facility, Organization hereby grants to SportsEngine the exclusive license to either install and maintain the Hardware in the Organization’s facility to Exhibit the Program(s) and shall not install or permit the installation of cameras at the facility by any third party during the Term.
       
   4. Maintenance & Support. SportsEngine and the applicable Hardware provider will provide Hardware maintenance and support during the Term. Organization may contact its SportsEngine account representative directly or contact SportsEngine concerning any issues with the Hardware and SportsEngine will make commercially reasonable efforts to correct the issue. If SportsEngine is unable to do so or a visit to the Organization to inspect or repair the Hardware is required, SportsEngine will escalate the matter to the Hardware provider’s support team.
       
   5. Insurance; Damage & Repair. Organization shall insure the Hardware for full value. Organization shall be solely responsible for any and all charges related to damage, loss or theft of the Hardware while in its possession. SportsEngine is providing the Hardware “as is” at no additional cost to Organization and makes no representations or warranties about the Hardware. SportsEngine disclaims any and all warranties, express or implied. Organization’s sole and exclusive remedy in the event that the Hardware experiences errors or otherwise malfunctions shall be limited to the applicable Hardware provider’s warranty. In connection with any replacement of malfunctioning or defective Hardware, Organization shall provide reasonable cooperation to SportsEngine to facilitate the return or shipment of any such Hardware to SportsEngine. SportsEngine reserves the right to withhold any payments owed to Organization for as long as Organization fails to provide such reasonable cooperation.
       
   6. Return. As between Organization and SportsEngine, ownership of and title to the Hardware is and shall remain vested exclusively in SportsEngine. Upon termination or expiration of this Agreement, the Organization shall return the Hardware to SportsEngine in the same condition as when it was received by Organization, with normal wear and tear excepted, unless otherwise agreed by the parties in writing. In the event that Organization breaches or seeks early termination of this Agreement, Organization will be responsible for the costs associated with removal and return shipment of the Hardware.
       
4. Grant of Rights
   1. Events. Subject to the terms of this Agreement, Organization acknowledges that “Events” shall mean the games, tournaments and/or other sporting events as set forth in the applicable Order Form. Within thirty (30) days of execution of the Order Form, Organization will provide SportsEngine with a calendar of all Events on an annual basis and provide updates to such calendar on a quarterly basis. If at any point during the Term SportsEngine determines Organization is not providing SportsEngine with enough Events to Exhibit on SportsEngine Play, then SportsEngine and Organization shall work in good faith to resolve such issue. If the issue is not resolved to SportsEngine’s reasonable satisfaction after thirty (30) days, then SportsEngine shall have the right to terminate the Agreement. Each year of the Term, Organization will provide SportsEngine with a schedule of all Events that Organization shall make available to SportsEngine for Exhibition (as defined below) on SportsEngine Play. 
       
   2. Program Rights. Organization hereby grants SportsEngine, as well as SportsEngine’s affiliates and other licensees, the right and license during the Term to duplicate, distribute, telecast, exhibit, exploit, broadcast, perform, transmit and/or display (collectively, “Exhibit”) the programs covering the Event(s) (“Program(s)”) in all languages on a live, delayed and/or replay basis, via any and all formats, means and methods of media distribution, through any interface or platform, via all business models and via any and all devices, in each case, whether now known or later developed (collectively, the “Licensed Distribution Means”) worldwide (“Territory”). SportsEngine is further granted the right to edit, dub, subtitle, version and re-title any Program(s) for any and all purposes during the Term, and to insert commercial and other material therein.
       
   3. Exclusivity. Organization hereby agrees that SportsEngine’s right and license to Exhibit the Program(s) shall be exclusive within the Territory and Organization shall not license and/or otherwise authorize third parties the right to, Exhibit by any means whatsoever the Program(s) during the Term, unless Organization receives SportsEngine’s prior written approval in each instance.
       
   4. Additional Rights. Organization hereby grants SportsEngine the exclusive right during the Term, and non-exclusive right after the Term’s expiration, to use, without limitation, clips, highlights, still shots and excerpts of the Program(s) for any purpose consistent with SportsEngine’s content and format. In addition, SportsEngine may use the name, voice, image, likeness and biographical material of all persons working on or appearing in the Program(s), but such use will not be used as an endorsement of any product or service without such person’s prior written consent.
       
   5. Organization Reserved Rights. Organization reserves the right to Exhibit clips and highlights of the Program(s) on its owned and controlled platforms (including its official website and official social media channels) for the purpose of promoting and/or marketing Organization, the Program(s) and/or the Organization’s relationship with SportsEngine, provided such clips/highlights shall (i) not be a substitute for SportsEngine’s Exhibition of the relevant Program(s) on SportsEngine Play and (ii) include attribution or promotion for SportsEngine Play.
       
5. Production.
   1. Event Responsibilities. Organization or its designee shall be solely responsible for organizing and conducting all Events and for all costs, expenses and liabilities in connection with such Events. During the Events, SportsEngine shall have the right to not display (or obfuscate, as they case may be) any camera-visible signage or marks that (i) includes any competitor of SportsEngine; (ii) does not comply with all applicable laws, rules, and regulations; and/or (c) that SportsEngine otherwise deems, in its good faith business judgment, detrimental or offensive to SportsEngine or users of the SportsEngine Play platform. If the Hardware is used to film the Events, Organization shall not display, and shall not authorize any third party the right to display, any camera-visible signage or marks that (x) includes any competitor of SportsEngine and/or (y) does not comply with all applicable laws, rules, and regulations.
       
   2. Internet Connectivity. Organization shall be solely responsible for obtaining sufficient internet connectivity and other services at the location of the Event necessary for SportsEngine to Exhibit the Events on SportsEngine Play and for all associated costs and expenses. SportsEngine shall not be responsible for any failure to Exhibit the Events that are due to a lack of such internet connectivity or other services onsite or at the facility. 
       
   3. Production Responsibilities. Unless explicitly stated otherwise in the applicable Order Form, SportsEngine will not be onsite at the Events, operate the Hardware, or be responsible for any production-related responsibilities in connection with the Exhibitions. Unless otherwise noted in the Order Form, Organization acknowledges that any Hardware provided does not require manual operation and that Organization will be required to schedule the Hardware to record the Events to ensure Events are recorded and Exhibited.
       
   4. Use of Marks, Names and Likenesses Materials.
      1. License to Use Marks, Names and Likenesses. Organization shall obtain all necessary consents and permissions required by law in order for SportsEngine to use, as necessary for SportsEngine to exercise the rights granted in Section 4, (i) the name, symbol, seal, emblem, logo and insignia of itself, each team each league and, if applicable, the facility (the “Marks”), and (ii) the pictorial representations, names and likenesses of, and all biographical matter concerning each of, the players, managers, coaches and officials of each team and any other individuals appearing in the Program(s) (collectively, the “Names and Likenesses Materials”), for the purposes of producing, promoting, marketing and/or Exhibiting, the Program(s) and in connection with the production of all materials associated therewith.
          
      2. License Conditions. SportsEngine acknowledges that its use of any Marks pursuant to this Agreement will not create any rights to or interest in such Marks other than those rights expressly granted to SportsEngine herein, and SportsEngine acknowledges and agrees that it will not acquire any rights in and to or interests in any Marks, Names and Likenesses Materials, or other trademarks, service marks, trade names or other intellectual property of Organization not expressly licensed to SportsEngine in this Agreement.
          
      3. No Royalty SportsEngine shall not be required under this Agreement to pay a royalty to Organization or any team for the use of (i) the Marks, and (ii) the Names and Likenesses Materials of any athlete, coach or other personnel that appears in the Program(s), in connection with the Exhibition of the Program(s).
          
   5. Programs & Other Materials.The Program(s) and any other materials uploaded to SportsEngine Play or otherwise provided to SportsEngine by Organization hereunder (including, without limitation, title and presenting sponsorships and/or other commercial elements) (collectively, “Delivery Materials”), and all products and services to be promoted thereby, must comply with (i) all applicable laws, rules and regulations, and (ii) the SportsEngine Play standards and any technical specifications provided by SportsEngine, which remain subject to change in SportsEngine’s discretion. For the avoidance of doubt, SportsEngine shall have the right, in its sole discretion, to reject any Delivery Materials that fail to comply with such standards or technical specifications and SportsEngine’s rejection of any Delivery Materials shall in no event relieve Organization of its obligations under this Agreement.
       
6. Promotion & Marketing
   1. Designation. During the Term, Organization will promote and recognize SportsEngine as its “Official Video and Streaming Partner” (or another mutually agreed upon designation(s)) (the “Designations”) on its official website, digital and social media platforms, as well as other materials, and SportsEngine shall have the right to identify and market itself as such in or on SportsEngine’s official websites, digital and social media platforms, sales and marketing materials, press releases or any other marketing communications. The Designations set forth in this Section 6(a) shall be exclusive to SportsEngine and Organization shall not (i) refer to any third party using the Designations or any similar designations or (ii) grant any third party the marketing and promotional benefits set forth in this Agreement.
       
   2. Additional Marketing Activities. Organization will engage in regular marketing and promotion of SportsEngine Play in accordance with a mutually agreed upon marketing and communication plan, including but not limited to promotion of SportsEngine Play via PA announcements at locations of Events, social media posts, onsite signage at locations of Events, links to SportsEngine Play where schedules at the facilities or locations of Events are promoted, and email newsletters.
       
7. Commercial Inventory. SportsEngine shall have the right to sell or use all commercial time and other commercial elements in connection with the Exhibition of the Program(s) and retain any and all revenues received therefrom. Organization will have the ability to upload one (1) static logo on Organization’s SportsEngine Play channel and within Exhibitions of the Program(s) on SportsEngine Play and retain any revenue received from such static logo placement; provided that SportsEngine shall have the right to remove any such logo that violates the SportsEngine Standards.
    
8. Payments. The economic terms of the business relationship between SportsEngine and Organization and any payments due to Organization or SportsEngine shall be set forth in the applicable Order Form.
    
9. Confidentiality. The terms of the Order Form shall be considered Confidential Information, and neither Party shall disclose the terms of the Order Form unless mutually agreed. Each Party shall maintain in confidence any and all information and materials disclosed or made available by or on behalf of the other Party (“Discloser”) or that the receiving Party (“Recipient”) obtains in connection with this Agreement that is designated or that is reasonably expected to be confidential or proprietary under the circumstances (including the Parties’ trade secrets, business, technical and financial information not generally known to the public, such as business plans, strategies, practices, products, personnel, software, and code) (“Confidential Information”). Confidential Information does not include information that (i) the Recipient rightfully possessed without a duty of confidentiality before obtaining it from the Discloser; (ii) is or becomes generally available to and known by the public through no fault of the Recipient; (iii) Recipient received on an unrestricted basis from a source unrelated to either Party and not under a duty of confidentiality with respect to the information; or (iv) Recipient developed independently. Neither Party shall disclose the other Party’s Confidential Information, except to: (x) to its employees, subcontractors, agents, or other authorized representatives, as the case may be, who have a need to know for purposes of this Agreement; or (y) as required by law, in which case the Party required to disclose such Confidential Information shall notify the other Party in writing prior to disclosure so that the other Party may seek a protective order or other equitable relief. 
    

10. Data Privacy. Where SportsEngine or Organization is an independent data controller, including as listed below, the respective independent data controller shall comply with applicable data protection legislation, including the California Privacy Rights Act (“CPRA”) and provide the same level of privacy protection as required by CPRA.

    1. SportsEngine for “SportsEngine Data” (as defined in the Subscription Agreement);
        
    2. Organization for its business contact information.
        

    The independent data controller(s) shall have the right upon notice, to take reasonable and appropriate steps to stop and remediate unauthorized use of personal data. The independent data controller(s) shall notify the other party if it can no longer meet its obligations under CPRA. The independent data controller(s) certifies that it understands these requirements.

11. Trademark License.
    1. Use of SportsEngine Marks. During the Term, SportsEngine hereby grants to Organization a limited, non-exclusive, royalty-free license to use SportsEngine’s trademarks, service marks, and related logos (the “SportsEngine Marks”) in connection with the marketing activities set forth herein. All such uses of the SportsEngine Marks shall be subject to SportsEngine’s prior review and written approval. SportsEngine is the sole and exclusive owner of the SportsEngine Marks and all goodwill in the SportsEngine Marks will inure to the benefit of SportsEngine.
        
    2. Use of Marks. During the Term, Organization hereby grants to SportsEngine a limited, non-exclusive, royalty free license to use the set Marks in connection with this Agreement.
        
12. Representations and Warranties. Organization represents and warrants that (i) it shall obtain all necessary rights, licenses and clearances from all relevant persons or entities in connection with the Events in order for Organization to grant SportsEngine the license to Exhibit the Program(s), and any other Delivery Materials via the Licensed Distribution Means, including SportsEngine Play; (ii) the exercise by SportsEngine of the rights granted herein, and the Marks, Program(s), and any other Delivery Materials do not and will not infringe upon, misappropriate or otherwise violate the intellectual property rights or other proprietary or privacy or publicity rights of any third party; (iii) all elements contained within the Program(s), and any other Delivery Materials (including but not limited to music, “play-by-play” calls and third party footage) have been cleared and paid for, excluding material that is in the public domain; (iv) it shall comply, and cause the content of the Program(s), and any other Delivery Materials to comply, with all applicable federal, state and local laws, rules and regulations in connection with its performance hereunder; (v) it possesses the full power and authority to enter into this Agreement and perform its obligations hereunder and to grant SportsEngine the rights set forth in Section 4; and (vi) it shall include signs onsite at the Events stating “notice of production” or equivalent language conveying that the Events taking place will be recorded via the Hardware and Exhibited on SportsEngine Play.
     
13. Indemnity. Organization shall defend, indemnify, and hold harmless SportsEngine and its subsidiaries, agents, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from a claim, suit or proceeding brought by a third party: (i) relating to Organization’s violation or alleged violation of any term of this Agreement, including without limitation Organization’s breach or alleged breach of any of its representations and warranties; (ii) relating to the Marks, Program(s), or Delivery Materials; (iii) arising out of any Exhibition of the Program(s), or Delivery Materials as contemplated hereby; (iv) arising out of Organization’s violation or alleged violation of any applicable law, rule, or regulation; or (v) arising out of or resulting from the conduct and operation of the Event(s).
     
14. Limitation of Liability. EXCEPT FOR ORGANIZATION’S INDEMNIFICATION OBLIGATIONS, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, LOSSES OF ANTICIPATED PROFITS, BUSINESS, REVENUE, DATA, OR COSTS OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL SPORTSENGINE’S LIABILITY ARISING UNDER THIS AGREEMENT EXCEED THE AMOUNT OF PAYMENTS MADE UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO EVENT GIVING RISE TO SUCH LIABILITY.
     
15. Insurance. Each party shall, throughout the Term, maintain at its sole cost and expense insurance policies with a reputable insurer in respect of its liability under this Agreement and shall produce evidence of such policies to the other upon request.
     
16. Termination.
    1. Termination for Breach. Either party may terminate this Agreement if the other party fails to cure any material breach of this Agreement within thirty (30) days after written notice of such breach.
        
    2. Discontinuation of SportsEngine Play. If SportsEngine re-brands or discontinues the delivery of SportsEngine Play, SportsEngine shall have the right to terminate this Agreement upon written notice (email sufficing) to Organization, effective as of the date of such re-branding or discontinuation.
        
    3. Effect of Termination. Sections 12-14, 16(c), and 18 shall survive expiration or termination of this Agreement.
        
17. Force Majeure If because of an act of God (other than weather); unavoidable accident; fire; national emergency; earthquake; epidemic; pandemic; lockout or strike; riot; government action; failure of technical facilities; war; act of terrorism; electrical, internet, or telecommunication outage not caused by either party; or other event beyond the parties’ reasonable control (each, a “Force Majeure”), such party is unable to perform such party’s obligations hereunder (other than payment), then (a) such inability will not be a breach of this Agreement, (b) such non-performance shall be excused hereunder, (c) the parties’ respective rights and obligations will be adjusted in a fair and equitable manner, and (d) performance will be reinstituted upon the removal or other cessation of the Force Majeure, if appropriate.
     
18. Miscellaneous.
    1. Disputes to Be Heard in Court. SportsEngine and Organization agree that any complaint, dispute, or disagreement, whether based on past, present, or future events, arising out of or related in any way to this Agreement or regarding (i) Organization’s use of or interaction with the SportsEngine Play Services, (ii) any purchases or other transactions or relationships related to Organization’s use of the SportsEngine Play Services, or (iii) any data or information Organization provides to SportsEngine or that SportsEngine gathers in connection with such use, interaction or transaction will be resolved in federal or state (including small claims) court and neither party shall be required to arbitrate any claims against the other. Any unfiled claims following the effective date of this agreement shall be resolved in federal or state (including small claims) court as the case may be and this dispute resolution procedure expressly supersedes any prior provision of any agreement. 
        
    2. Applicable Law; Jurisdiction & Venue. This Agreement will be governed by the laws of the State of New York without reference to its principles of conflicts of laws. The parties consent to the personal jurisdiction of the state and federal courts in New York and further agree that venue for any cause of action arising out of or relating to this Agreement shall be exclusively in New York, New York.
        
    3. General. Organization shall not assign or otherwise transfer this Agreement or any rights or obligations hereunder whether by operation of law or otherwise, to any third party without SportsEngine’s prior written consent, and any such assignment in violation of this Section will be void. The relationship of the parties is that of independent contractors and nothing herein shall be construed to create any employment, agency, joint venture, partnership or any relationship other than that of independent contractors. This Agreement contains the entire understanding between the parties, supersedes all other agreements of the parties relating to the subject matter hereof and may only be amended by a written agreement signed by authorized representatives of both parties. No waiver of any provision of this Agreement shall be effective unless in writing, and shall not limit any other remedy, right or obligation of either party. If any provision shall for any reason be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof, but this Agreement shall be construed as if such invalid or unenforceable provision had never been contained herein. All notices hereunder will be in writing and delivered in person or express, next-day mail or electronic mail (with confirmed receipt of transmission) to the respective addresses set forth on the Order Form, unless such addresses are changed by written notice. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Any signatures of the parties transmitted electronically or by PDF shall be deemed to be their original signatures for all purposes.
        
    4. Additional Terms and Conditions. Organization and Organization Customers (as applicable) are subject to the Subscription Agreement, Data Processing Agreement, and all of the standard terms and conditions and applicable additional terms located on SportsEngine’s website: https://www.sportsengine.com/terms-and-conditions, which are subject to change by SportsEngine from time to time (the “SportsEngine Terms”). If there is any conflict between the SportsEngine Terms and the terms and conditions of this Agreement, this Agreement governs to the extent of such inconsistency.