1. Acceptance of Terms
National Curriculum and Training Institute, Inc. (referred to as “Company,” “NCTI,” “us” or “we”), provides the RealColors and NCTI websites, https://www.realcolors.org and https://www.ncti.org (collectively referred to as the “Site”), as well as all products and services offered therein, including but not limited to the Real Colors Subscription Service, Workshops, Personality Assessments, Facilitator Guides, Resource Books and Workbooks and the NCTI Facilitator Certifications, Crossroads curriculum products and PREA products (collectively referred to as “Offerings”), subject to your compliance with the following Terms and Conditions of Use (“Terms”), as well as any other written agreement(s) between us and you.
We reserve the right to change these Terms from time to time with or without notice to you. You acknowledge and agree that it is your responsibility to periodically review this Site and these Terms. Your continued use of this Site and Offerings after such modifications will constitute acknowledgement and acceptance of the modified Terms.
As used in these Terms, references to our “Affiliates” include our owners, licensees, assigns, subsidiaries, affiliated companies, officers, directors, suppliers, partners, sponsors, advertisers, and includes (without limitation) all parties involved in creating, producing, and/or delivering this Site and/or contents and Offerings available on this Site.
BY USING THIS SITE AND OFFERINGS ON THIS SITE, YOU AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT WISH TO BE BOUND BY THE THESE TERMS, PLEASE EXIT THE SITE. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THIS SITE, PRODUCTS, OFFERINGS OR OFFERINGS AVAILABLE ON THIS SITE, OR THESE TERMS IS TO CEASE USING THE SITE AND/OR THOSE PARTICULAR PRODUCTS, OFFERINGS OR OFFERINGS. THESE TERMS ARE EFFECTIVE ONCE YOU CLICK THE ‘I AGREE’ BUTTON BELOW.
Offerings. NCTI provides a number of Offerings for users on its Site, including the Real Colors Subscription Service, Workshops, Personality Assessments, Facilitator Guides, Resource Books and Workbooks and the NCTI Facilitator Certifications, Crossroads Curriculum products and PREA products.
No Guarantee. Although NCTI works hard to provide quality Offerings, you understand and acknowledge that we cannot promise or guarantee specific results from using the Site or Offerings available on this site.
Temporary Interruptions. You understand and agree that temporary interruptions of the Site may occur as normal events that are out of our control. You also understand and agree that we have no control over the third-party networks or service(s) that we may use to provide you with Offerings. You agree that the Offerings available on this Site are provided “AS IS” and that we assume no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings.
Fees. If you choose to purchase one or more of the Offerings provided on our Site, you agree to pay all fees associated with the Offerings.
Any charges incurred by your purchase or use of the Offerings, will be billed to the credit card we have on file. In the event you sign up for a Service that is ongoing and incurs reoccurring charges (such as a subscription), such charges will be billed in advance of service. You agree to provide us with accurate and complete billing information, including valid credit card information, your name, address and telephone number, and to provide us with any changes in such information within ten (10) days of the change.
Overdue Amounts. If, for any reason, your credit card company declines or otherwise refuses to pay the amount owed for the Offerings you have purchased, you agree that we may, at our option, suspend or terminate performance of Offerings or delivery of products and may require you to pay any overdue amounts incurred (including any third-party chargeback fees or penalties) by other means acceptable to us. In the event legal action is necessary to collect on balances due, you agree to reimburse us for all expenses incurred to recover sums due, including attorney fees and other legal expenses.
4. Site Conduct, Posting Policies & Third Party Websites
User-Created Content Guidelines: Your use of the Site is subject to all applicable laws and regulations, and you are solely responsible for any comments or posts you leave on the Site. By posting information on the Site, or by otherwise using any communications service, message board, newsgroup, or other interactive service available on the Site, you agree that you will not post comments, messages, links, code or other information that:
- is unlawful, threatening, abusive, harassing, defamatory, deceptive, fraudulent, tortious, invasive of another’s privacy, or includes graphic descriptions of sexual or violent content;
- victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
- infringes on any patent, trademark, trade secret, copyright, right of publicity, or other proprietary right of any party;
- consists of unsolicited advertising, junk or bulk email (also known as “spam”), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
- contains any form of malicious code, files, or programs that are designed or intended to disrupt, damage, or limit the functionality of any software, hardware, or telecommunications equipment or otherwise causes damage, or allows you to obtain unauthorized access to any data or other information of any third party;
- breaches the security of, compromises or otherwise allows access to secured, protected or inaccessible areas of this Site, or attempts to gain access to other network or server via your account on this Site;
- impersonates any person or entity, including any of our employees or representatives.
No Endorsement. NCTI neither endorses nor assumes any liability for any material uploaded or submitted by users on any part of the Site. Although we do not pre-screen, police or monitor comments posted on the Site, we and our agents reserve the right to remove any and all postings that we feel do not comply with these Terms and any other rules of user conduct for our Site, or are otherwise harmful, objectionable, or inaccurate. We are not responsible for any failure or delay in removing such postings.
Third-Party Sites and Information. This Site may redirect or link to other websites on the Internet, or may otherwise include references to information, products or services made available by unaffiliated third parties. While we make every effort to work with trusted, reputable providers, from time to time such sites may contain information, material or policies that some may find inappropriate or personally objectionable. You understand that we are not responsible for the accuracy, completeness, decency or legality of content hosted by third party websites, nor are we responsible for errors or omissions in any references made on those websites. The inclusion of such a link or reference is provided merely as a convenience and does not imply endorsement of, or association with the Site or party by us, or any warranty of any kind, either express or implied.
Promotions. From time to time, this Site may include advertisements offered by third parties. You may enter into correspondence with or participate in promotions of the advertisers showing their products on this site. Any such correspondence or promotions, including the delivery of and the payment for goods and services by those third parties, and any other terms, conditions, warranties or representations associated therewith, are solely between you and the advertiser. We assume no liability, obligation or responsibility for any part of any such correspondence or promotion.
5. NCTI Intellectual Property
Content. For purposes of these Terms, “content” is defined as any information, communications, software, published works, photos, video, graphics, music, sounds, or other material that can be viewed by users on our Site and is owned by NCTI or its Affiliates.
Ownership of Content. By accepting these Terms, you agree that all content presented to you on this Site is protected by any and all intellectual property and/or other proprietary rights available within the United States, and is the sole property of NCTI or its Affiliates.
Certain of the ideas, software and processes incorporated into the Offerings available on this Site are protected by patent applications pending in the United States, and we intend to prepare and file additional patent applications in selected foreign jurisdictions.
Limitations on Use of Content. Except for a single copy made for personal use, you may not copy, reproduce, modify, republish, upload, post, transmit, or distribute any content from this Site in any form or by any means whatsoever without prior written permission from us. Any unauthorized use of Site content violates our intellectual property interests and could result in criminal or civil penalties.
No warranty for Third-Party Infringement. Neither we or our Affiliates warrant or represent that your use of materials displayed on, or obtained through, this Site will not infringe the rights of third parties.
Proprietary Rights. NCTI has licensed the rights to use, market, produce and sell the Real Colors® Personality Instruments from Real Colors Holdings, Inc. (“Real Colors”). Real Colors is an Affiliate of NCTI.
6. Content You Create.
Notwithstanding the foregoing, if you create or develop any variation of or improvement to any of the Offerings (a “Derivative Work”), Buyer shall promptly disclose the Derivative Work to NCTI, provide a copy to NCTI, and assign each Derivative Work to NCTI, and each Derivative Work shall thereafter be included as an Offering under this Agreement. In such regard, Buyer hereby grants and assigns, and agrees to grant and assign, to NCTI all right, title and interest in, to and under any and all Derivative Works. At the request of NCTI, Buyer shall promptly do all acts and sign and deliver all documents and instruments as may be necessary or desirable, in the sole discretion of NCTI to obtain, maintain, perfect, protect, and/or vest in NCTI the entire right, title, and interest in and to any and all Derivative Works.
We respect the intellectual property rights of others, and we ask you to do the same. In instances where we are notified of alleged infringing NCTI or User Content through our Designated Agent, a decision may be made to remove access or disable access to such materials, in compliance with the safe harbor provisions of the Digital Millennium Copyright Act, 17 U.S.C. § 512(c). We may also make a good faith attempt to contact the person who submitted the affected material so that they may make a counter-notification.
If you believe that you or someone else’s copyright has been infringed by NCTI or User Content provided on this Site, you (or the owner or rights holder, collectively, “Rights Holder”) should send notification to our Designated Agent immediately. Prior to sending us notice, the Rights Holder may wish to consult a lawyer to determine their rights and legal obligations under the DMCA and any other applicable laws. Nothing here or anywhere on this Site is intended as a substitute for qualified legal advice. To file a Notice of Infringing Material, we ask that the Rights Holder provide the following information:
- Reasonably sufficient details about the nature of the copyrighted work in question, or, in the case of multiple alleged infringements, a representative list of such works. This should include, title(s), author(s), any U.S. Copyright Registration number(s), URL(s) etc.;
- Reasonably sufficient details to enable us to identify and locate the material that is allegedly infringing the Rights Holders’ work(s) (for example, file name or URL of the page(s) that contain(s) the material);
- The Rights Holder’s contact information so that we can contact them (including for example, the Rights Holder’s address, telephone number, and email address);
- A statement that the Rights Holder has a good faith belief that the use of the material identified above in 2 is not authorized by the copyright owner, its agent, or the law;
- A statement, under penalty of perjury, that the information in the notification is accurate and that the Rights Holder is authorized to act on behalf of the copyright owner; and
- The Rights Holder’s electronic signature.
Notice may be sent to:
By Mail: DMCA Agent
National Curriculum and Training Institute, Inc.
319 East McDowell Road, Suite 200
Phoenix, AZ 85004-1534
ATTN: DMCA Agent—National Curriculum and Training Institute, Inc., 1.555.222.5555
By e-mail: DMCAAgent@ncti.org
Counter-Notification. If material that you have posted to our Site has been taken down, you may file a counter-notification that contains the following details:
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement, under penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material in question;
- Your name, address and telephone number;
- A statement that you consent to the jurisdiction of federal district court in the judicial district in which your address is located, and that you will accept service of process from the person who provided notification in compliance with section 512 (c)(1)(C) of the DMCA, or an agent of such person.
- Your physical or electronic signature.
Notice may be sent to:
By Mail: DMCA Agent
National Curriculum and Training Institute, Inc.
319 East McDowell Road, Suite 200
Phoenix, AZ 85004-1534
ATTN: DMCA Agent—National Curriculum and Training Institute, Inc., 1.555.222.5555
By e-mail: DMCAAgent@ncti.org
You also acknowledge and agree that upon receipt of a notice of a claim of copyright infringement, we may temporarily or permanently remove the identified materials from our site without liability to you or any other party.
7. Data Stored on Our Servers
Storage Provided by Us. While If you opt to store personal data of any kind on our servers, you understand and agree to abide by our general practices and limits concerning use of the Offerings available on our Site, including without limitation the maximum number of days that uploaded content will be retained, the maximum disk space that will be allotted, and the maximum number of times you may access the services in a given period of time. You agree that we have no responsibility or liability for the deletion or failure to store any content maintained or transmitted on or through this Site. You acknowledge that we reserve the right to remove or terminate accounts which have not paid a subscription fee (if applicable), that remain inactive for longer than one hundred twenty (120) days, or in cases where you have violated one or more terms of this Agreement.
8. Privacy & Security
Login Required. In order to access some of the Offerings on this site, or to post User Content, you may be asked to set up an account and password. Our account registration page requests certain personal information from you (“Registration Info”). You will have the ability to maintain and periodically update your Registration Info as you see fit. By registering, you agree that all information provided by you as Registration Info is true and accurate and that you will maintain and update this information as required in order to keep it current, complete and accurate.
Passwords & Security. If you register for an account on the Site, you agree that you are responsible for maintaining the security and confidentiality of your password, and that you are fully responsible for all activities or charges that are incurred under your account. Therefore, you must take reasonable steps to ensure that others do not gain access to your password and account. Our employees will never ask you for your password.
ALL CONTENT AND OFFERINGS ON THIS SITE ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT (A) THE CONTENT OR OFFERINGS WILL MEET YOUR REQUIREMENTS, (B) THE CONTENT, OFFERINGS OR SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE CONTENT OR OFFERINGS OFFERED WILL BE EFFECTIVE, ACCURATE OR RELIABLE, OR (D) THE QUALITY OF ANY CONTENT OR OFFERINGS PURCHASED OR OBTAINED BY YOU FROM THE SITE FROM US OR OUR AFFILIATES WILL MEET YOUR EXPECTATIONS OR BE FREE FROM MISTAKES, ERRORS OR DEFECTS.
THIS SITE COULD INCLUDE TECHNICAL OR OTHER MISTAKES, INACCURACIES OR TYPOGRAPHICAL ERRORS. WE MAY MAKE CHANGES TO THE CONTENT AND OFFERINGS AT THIS SITE, INCLUDING THE PRICES AND DESCRIPTIONS OF ANY PRODUCTS OR OFFERINGS LISTED HEREIN, AT ANY TIME WITHOUT NOTICE. THE CONTENT OR PRODUCTS AVAILABLE AT THIS SITE MAY BE OUT OF DATE, AND WE MAKE NO COMMITMENT TO UPDATE SUCH CONTENT OR PRODUCTS.
THE USE OF THE OFFERINGS OR THE DOWNLOADING OR OTHER ACQUISITION OF ANY PRODUCTS OR CONTENT THROUGH THIS SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH ACTIVITIES.
WE MAKE NO WARRANTY REGARDING ANY TRANSACTIONS EXECUTED THROUGH A THIRD PARTY, OR IN CONNECTION WITH THIS SITE, AND YOU UNDERSTAND AND AGREE THAT SUCH TRANSACTIONS ARE CONDUCTED ENTIRELY AT YOUR OWN RISK. ANY WARRANTY THAT IS PROVIDED IN CONNECTION WITH ANY OFFERINGS OR CONTENT AVAILABLE ON OR THROUGH THIS SITE FROM A THIRD PARTY IS PROVIDED SOLELY BY SUCH THIRD PARTY, AND NOT BY US OR ANY OTHER OF OUR AFFILIATES.
SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
10. Limitation of Liability & Indemnification
Your exclusive remedy and our entire liability, if any, for any claims arising out of these Terms and your use of this Site shall be limited to the amount you paid us for Offerings purchased on the Site during the six (6) month period before the act giving rise to the liability.
IN NO EVENT SHALL WE OR OUR AFFILIATES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFIT LOSS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THIS SITE OR OF ANY WEBSITE REFERENCED OR LINKED TO FROM THIS SITE.
FURTHER, WE SHALL NOT BE LIABLE IN ANY WAY FOR THIRD PARTY PROMISES REGARDING OUR OFFERINGS OR CONTENT OR FOR ASSISTANCE IN CONDUCTING COMMERCIAL TRANSACTIONS WITH THE THIRD PARTY THROUGH THIS SITE, INCLUDING WITHOUT LIMITATION THE PROCESSING OF ORDERS.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. PLEASE CONSULT THE LAWS IN YOUR JURISDICTION.
11. Payment Terms
Purchase. NCTI agrees to sell to you and you agrees to purchase from NCTI the Offerings for the purchase price set forth together with all shipping charges.
Sales Tax. Sales tax will be billed according to IRS and State nexus sales & use tax guidelines. Organizations who believe they are exempt must provide documentation to NCTI to receive exemption status. NCTI uses a third party to validate and compute tax calculations.
Payment. All orders must be paid by (1) governmental purchase order, (2) cashier’s check with order, or (3) credit card.
Late Payment. A late payment charge of 1 ½ percent per month, which is equivalent to an annual percentage rate of 18 percent, will be added to any balance remaining due on all accounts over 30 days old (a minimum charge of $2.50 per month). To avoid this late payment charge, please pay invoice within the payment terms listed above. The late payment charges will be sent on a semi-monthly basis.
Return and Exchange Policy. NCTI accepts the return or exchange of a purchased material if it is returned to NCTI within 30 days of our original shipment date. The returned or exchanged material must remain unused, undamaged and in perfect (new) condition. If the returned or exchanged material has been used or damaged, and/or it is past 30 days of purchase, we will not accept the material for any refund or exchange. If there is a refund, a restocking fee of 25% will be charged to cover our handling, merchant account fees, restocking and labor. Buyer is responsible for all shipping charges associated with the return of the purchased material.
Please contact a customer service representative for a Return Goods Authorization Number at 800-622-1644 x 5502 or email us at email@example.com.
Delivery. Purchased Offerings shall be delivered you at the shipping address set forth by you or to NCTI at 319 E. McDowell Road, Suite 200, Phoenix, Arizona 85004-1539 for pickup by you. You agrees to pay all freight charges incurred from shipping point. Material shall generally be shipped via UPS Ground; provided, however, that NCTI may deliver by any mode of shipping, mailing, or delivery that it deems appropriate in its sole discretion.
Risk of Loss or Damage. Responsibility for purchased Offerings shall pass to you upon payment of the purchase price in full. Risk of loss for the Offerings shall pass to you upon delivery to the shipping or mailing company if the purchased material is shipped, mailed, or delivered to you by a company other than NCTI. Shipments are automatically protected against loss or damage up to $100. Additional coverage per package is available upon request. The charge for each additional $100 insured value or fraction thereof is $.35.
Certification. Participants are certified by an instructor at the conclusion of a workshop. Instructors retain the right to withhold certification if they feel that a participant has not met the requirements necessary for certification.
Cancellation Policy. If you are unable to attend a workshop after registering, you may send a substitute with no penalty. Cancellations received less than 21 days before the scheduled workshop are subject to a fee equal to 25% of the total amount paid. NCTI reserves the right to cancel a workshop training for any reason up to 21 days prior to the scheduled date. Please keep this in mind when making travel arrangements.
NCTI reserves the right to cancel a workshop at any time due to weather, acts of God, or acts of terrorism. NCTI will not be responsible for any costs associated with prearranged travel. Multiple registrations by same organization, agency, or individual will be held to the same policy as single registrations by individuals.
Workshop Fee and Payment. The participant fee includes workshop and training materials. Payment can be made by either credit card or governmental purchase order. If payment is made by purchase order, a copy of the purchase order must be provided to NCTI prior to attending the workshop.
Volume Discounts. Volume discounts are available based upon multiple registrations from the same organization, and are determined by a volume discount tier. The amount due to NCTI is based on the number of participants from the same organization who actually attend the workshop, and not based on the original amount of participants committed to attend prior to the workshop. Please note that this means additional funds may be due to NCTI if fewer participants attend a workshop than those originally committed to attend, and that reduction of participants results in a change in discount tier.
13. Termination of Use
Grounds for Termination. You agree that we may, at our sole discretion, terminate or suspend your access to all or part of the Site with or without notice and for any reason, including, without limitation, breach of these Terms. Any suspected fraudulent, abusive or illegal activity may be grounds for barring your access to this Site, and reporting you to the proper authorities, if necessary.
No Right to Offerings Upon Termination. Upon termination and regardless of the reason(s) motivating such termination, your right to use the Offerings available on this Site will immediately cease. We shall not be liable to you or any third party for any claims for damages arising out of any termination or suspension or any other actions taken by us in connection therewith. Sections 1 and 3-11 of these Terms, as well as your liability for any unpaid fees, shall survive any termination.
14. Miscellaneous Provisions
International Use. Although this Site may be accessible worldwide, we make no representation that materials on this Site are appropriate or available for use in locations outside the United States. Those who choose to access this Site from other locations do so on their own initiative and at their own risk. If you choose to access this Site from outside the United States, you are responsible for compliance with local laws in your jurisdiction, including but not limited to, the taxation of products purchased over the Internet. Any offer for any product, Service, and/or information made in connection with this Site is void where prohibited.
Governing Law. This Site (excluding any Third Party websites) is controlled by us from our offices in Phoenix, Arizona, and the statutes and laws of the State of Arizona shall be controlling, without regard to the conflicts of laws principles thereof. You agree and hereby submit to the exclusive personal jurisdiction and venue of the Superior Court in Maricopa County, Arizona or the U.S. District Court for the District of Arizona with respect to such matters controlled by that court.
Notices. All notices to a party shall be in writing and shall be made either via email or conventional mail. Notices to us must be sent to the attention of Customer Service at firstname.lastname@example.org, if by email, or to our address at National Curriculum and Training Institute, Inc., 319 East McDowell Road, Suite 200, Phoenix, AZ 85004-1534, if by conventional mail. You agree to allow us to submit notices to you either through the email address provided, or to the address we have on record. Any notices or communication under these Terms will be deemed delivered to the party receiving such communication (1) on the delivery date if delivered personally to the party; (2) two business days after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, if sent by U.S. mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile; or (5) on the delivery date if transmitted by confirmed email.
No Resale Right. You agree not to sell, resell, reproduce, duplicate, distribute, copy or use for any commercial purposes any portion of this Site, or use of or access to this Site or Offerings provided through this Site, beyond the limited rights granted to you under Section 5 of these Terms.
Force Majeure. In addition to any excuse provided by applicable law, we shall be excused from liability for non-delivery or delay in delivery of products and Offerings available through our Site arising from any event beyond our reasonable control, whether or not foreseeable by either party, including but not limited to: labor disturbance, war, fire, accident, adverse weather, inability to secure transportation, governmental act or regulation, and other causes or events beyond our reasonable control, whether or not similar to those which are enumerated above.
Savings Clause. If any part of these Terms is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
No Waiver. Any failure by us to enforce or exercise any provision of these Terms or related rights shall not constitute a waiver of that right or provision.
Entire Agreement. These terms and conditions constitute the entire agreement and understanding between the parties concerning the subject matter hereof and supersedes all prior agreements and understandings of the parties with respect thereto. These Terms may NOT be altered, supplemented, or amended by the use of any other document(s). To the extent that anything in or associated with this Site is in conflict or inconsistent with these Terms, these Terms shall take precedence.