Dealer LoginTerms of Service
Effective Date: September 2022
Master Services Agreement
These Master Terms are made effective as of the date on which the Streamline Order Form (the "Order Form") is executed and delivered by the Client (as defined in the Order Form) between STREAMLINE AUTO GROUP LLC, with offices at 3552 Southwestern Boulevard, Orchard Park, New York 14127 ("Streamline"), and the Client. The Order Form and these Master Terms are collectively referred to herein as the "Agreement." Whereas, Streamline has developed proprietary software-as-a-service based services marketed under the name Streamline Auto Solutions that may be further described in the Order Form (the "Services"), that assist auto dealerships and their customers in the selection and financing of used vehicles. Now, Therefore, the parties mutually agree as follows:
1. Services
a. Onboarding. Onboarding will be scheduled at the earliest possible date (the "Onboarding Date") after the Client's inventory feed is successfully importing and updating into Streamline. A successful inventory feed setup is dependent on: i. Signed Order Form ii. Receiving the Client Onboarding Information iii. Inventory file feed setup via HomeNet Automotive iv. The Performance Manager coordinating an Onboarding Date with the Client b. Grant of Access and Use. Streamline hereby grants Client a nonexclusive and nontransferable right to have that number of users set forth in the Order Form access and use the Services, all in accordance with the terms set forth in this Agreement. c. Internal Use. Client may use the Services only for its own internal business purposes and only to store, display, copy and process the data collected by Client in the ordinary course of its business (collectively, "Client Data"). The Services may only be used by the dealership(s) specified in the Order Form. All such dealerships are referred to collectively as "Participating Dealerships" and each individually is a "Participating Dealership". This Agreement and the Services do not extend to or benefit any other dealership that is not a Participating Dealership. Client has no right to (i) make available or share the Services to any third party (except for customers of Client as contemplated by the Services and only in connection with their relationship with Client) or sublicense or sell the Services to any third party, (ii) use the Services in service bureau, application service provider or software as a service mode or (iii) generate any reports or analysis of any third-party data using the Services. Client will be solely responsible for the accuracy, quality, integrity, and legality of Client Data and for the means by which Client acquired Client Data. Client is responsible for the use of the Services by its employees and customers and Client will immediately notify Streamline of any unauthorized use of the Services. d. Third-Party Products. Client acknowledges that it may need to obtain the rights to use third party products and services in connection with the Services. For example, Client may be required to follow a defined process involving third party products or services so that its vehicle inventory and data can be correctly integrated with Streamline Auto Solutions, which may include creating and saving reports with a third party and requesting that the third party automatically send them to a Streamline Auto Solution FTP server. All such third-party software or software-based services, which may include JD Power (JDP) Vehicle Valuations, Black Book Vehicle Valuations and vAuto, are referred to collectively as the Third-Party Products and each individually is a Third-Party Product. Client's use of the Third-Party Products is subject to the applicable terms and conditions of, or agreements with, the third-party provider ("Third-Party Provider") of such Third-Party Products. Streamline may, in its discretion, replace a Third-Party Product either (1) with another Third-Party Product having substantially similar functionality or (2) by including into the Services a substantially similar functionality to the replaced Third-Party Product. e. Updates. Streamline will make any updates for the Services available when, if and as such updates are made available to other users of the Services generally. If Streamline makes any updates, bug fixes, error corrections or patches to the Services and Client requests that Streamline not implement the same for Client then all representations, warranties, and covenants with respect to the functionality of the Services will be deemed null and void. Notwithstanding the foregoing, Streamline may make and install security updates related to Services that Streamline deems necessary, which updates the Client may not refuse. f. Audit. Streamline, its licensors and Third-Party Providers may audit Client's use of the Services at least once per year and during normal business hours on 48-hours prior notice to Client.
2. Payment for Services; Taxes
a. Fees. Client will pay Streamline the fees set forth in the Order Form for its use of the Services. All fees referred to in this Agreement are in United States dollars and do not include any sales, use or other taxes, if any, and Client shall pay all taxes applicable to the Services. Streamline may, upon at least thirty (30) days prior written notice to Client, at any time change the fees charges for the Services. b. Other Fees. Client will reimburse Streamline for expenses reasonably incurred in the performance of the Services, including, without limitation, travel, lodging, and supplies, as applicable. c. Taxes and Regulatory Costs. If Client or a Service is subject to sales and transaction taxes under applicable law, Client will be responsible for all such sales and transaction taxes, which may be invoiced directly by Streamline with sufficient detail to identify such tax. Streamline will be responsible for taxes based on its own income, payroll, gross receipts, real estate, and personal property in provision of any Services, and all other taxes incurred by reason of this Agreement will be the obligation of Client. Client will additionally be responsible for all regulatory costs and fees incurred as a result of its use of any Services, including without limitation any regulatory approvals and export/import licenses necessary for the provision or importation of such Services, which may be invoiced directly by Streamline. All taxes, costs, and fees that Client is responsible for under this Section 2(c) are in addition to the other fees and expenses referred to in this Agreement. d. Invoicing; Due Date; Late Payments. Invoices are sent via email at the beginning of each month, and all payments are in due in full thirty days following the invoice date. Any amount not paid when due will bear interest from the due date until paid at a rate equal to one percent (1%) per month or the maximum allowed by law, whichever is less. Client will pay Streamline all such interest and costs of collection, including but not limited to, attorneys' fees and court costs, in addition to all overdue amounts.
3. Client Obligations
Client will cooperate with Streamline to support Streamline in the performance of the Services, including the provision of timely access to data, information, and personnel necessary for Streamline to perform the Services, and Client will timely complete Client's responsibilities specified in the Agreement. Streamline is entitled to rely on all decisions and approvals of Client, whether oral, written or otherwise, in connection with its performance of the Services.
4. Title and Confidentiality
a. Title. The Services and all underlying software and content, and all enhancements, modifications, additions, or new releases of or to the same (collectively, the "Streamline Proprietary Materials") contain confidential information of, are trade secrets of, and are proprietary to, Streamline. Streamline owns all right, title, and interest in and to the Streamline Proprietary Materials, including all applicable rights to patents, copyrights, trademarks, and trade secrets. The Third-Party Products and all underlying software and content, and all enhancements, modifications, additions or new releases of or to the same (collectively, the "Third-Party Proprietary Materials" and with the Streamline Proprietary Materials, the "Proprietary Materials") contain confidential information of, are trade secrets of, and are proprietary to, the applicable Third-Party Provider. Each Third-Party Provider owns all right, title, and interest in and to the Third-Party Proprietary Materials, including all applicable rights to patents, copyrights, trademarks, and trade secrets. Client will not assert any right, title or interest in the Proprietary Materials provided to Client under or in connection with this Agreement, except for (i) the non-exclusive, limited rights granted to Client under the Agreement in respect of the Services and (ii) any rights granted to Client by any Third-Party Providers in respect of any Third-Party Products as set forth in the applicable terms and conditions of, or agreements with, such Third-Party Providers. Client will not remove or attempt to remove any copyright or other proprietary notice or legend contained on or included in any Proprietary Materials. Client will not and will not attempt to reverse engineer, disassemble, decompile, unlock, copy, or create derivative works of the Proprietary Materials, the Services, or the Third-Party Products in whole or in part for any reason. Client will keep the Proprietary Materials, the Services, and the Third-Party Products free of all claims, liens, and encumbrances. b. Confidentiality. Each party may have access to information that is confidential to the other party ("Confidential Information"). For purposes of this Agreement, Confidential Information shall include any information that is clearly identified in writing at the time of disclosure as confidential as well as any information that, based on the circumstances under which it was disclosed, a reasonable person would believe to be confidential, including, without limitation, information regarding customers. A party's Confidential Information shall not include information that (i) is or becomes a part of the public domain through no act or omission of the other party; (ii) was in the other party's lawful possession prior to the disclosure without any obligation of confidentiality and had not been obtained by the other party either directly or indirectly from the disclosing party; (iii) is lawfully disclosed to the other party by a third party without restriction on disclosure; (iv) is independently developed by the other party without use of or reference to the other party's Confidential Information. This Section will not be construed to prohibit disclosure of Confidential Information to the extent that such disclosure is required by law or valid order of a court or other governmental authority; provided, however, that a party who has been subpoenaed or otherwise compelled by a valid law or court order to disclose Confidential Information (the "Responding Party") shall first have given sufficient and prompt written notice to the other party of the receipt of any subpoena or other request for such disclosure, so as to permit such party an opportunity to obtain a protective order or take other appropriate action. The Responding Party will cooperate in the other party's efforts to obtain a protective order or other reasonable assurance that confidential treatment will be afforded the Confidential Information. If the Responding Party is compelled as a matter of law to disclose the Confidential Information, it may disclose to the party compelling the disclosure only that part of the Confidential Information as is required by law to be disclosed. Each party shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of the other party's Confidential Information. c. Ownership of Modifications. Streamline will own all right, title, and interest (including all associated intellectual property rights) in and to any improvements, enhancements, modifications, derivations, or other changes relating to the Services, even if performed at the request of Client, in response to Feedback (defined below) or otherwise. d. Ownership of Client Data. Client exclusively, owns all right, title, and interest in and to Client Data, excluding usernames, login credentials and passwords which are only owned by Client for as long as Client uses the Streamline Product, and which become Streamline's property immediately upon any termination of the Streamline Product or this Agreement. e. Suggestions and Feedback. Any suggestions, enhancement requests, recommendations or other feedback relating to the operation of the Services that Client or its users or agents provide to Streamline ("Feedback"), will be owned exclusively by Streamline and Client hereby irrevocably assigns to Streamline all right, title, and interest in and to the Feedback. If for whatever reason Client cannot assign such rights to Streamline, then Client hereby grants Streamline an exclusive, royalty-free, fully paid-up, worldwide, transferable, irrevocable, perpetual license, with the right to sublicense, to use or incorporate and use Feedback in any manner that Streamline choses. Streamline has no obligation to provide any credit or attribution to Client or pay Client any amount for any Feedback. f. Use of Client Data and Usage Data. Client hereby expressly grants Streamline and its licensors and subcontractors the right to access and use Client Data, user data and other information from Client's third-party databases (including vAuto) for purposes of providing the Services and Client will obtain all consents and authorizations necessary for Streamline to do the same. Streamline owns and has the exclusive, irrevocable, royalty-free, fully paid-up, worldwide, transferable and perpetual right to (i) use, share, sell and license usage statistics, analytics, reporting or results specific to Client's use of the Services, whether individually or when compiled with other data, as long as such statistics, analytics, reporting or results are compiled into an aggregated or anonymous format; and (ii) use, disclose, license and sell de-identified Client Data when aggregated with data from other users of the Services. g. Credit Reporting. Streamline will not use or otherwise process any Client Data for the purpose of serving as a factor in establishing any consumer's eligibility for any the purposes stated in Section 603(d)(1)(A)-(B) or Section 604 of the Federal Fair Credit Reporting Act, as may be amended or superseded.
5. Warranties and Representations
a. Conformity to Specifications. Streamline warrants that the Services will operate substantially as expressly described in the Order Form. Client must notify Streamline in writing within fifteen (15) days following any breach of the above warranties and will transmit by e-mail or acceptable media all data processed by the Services as reasonably requested by Streamline to troubleshoot the reported nonconformity. If Client timely notifies Streamline of any such nonconformity, Streamline will use commercially reasonable efforts to cure such nonconformity of the Streamline Product. The warranties contained in this Section 5(a) will not apply if: (i) Client does not use the Services in accordance with the Agreement; (ii) Client alters, modifies, or converts the Services; (iii) Client's computer(s) malfunction and the malfunction causes the defect, error, or problem; or (iv) the defect, error or problem results from any other cause within the control of Client. THIS IS CLIENT'S EXCLUSIVE REMEDY FOR A FAILURE OF THE SERVICES TO CONFORM SUBSTANTIALLY TO ANY DESCRIPTION. NOTWITHSTANDING THE FOREGOING, NEITHER STREAMLINE NOR ANY THIRD-PARTY PROVIDER MAKES ANY REPRESENTATION OR WARRANTY ABOUT THE ACCURACY OR OTHERWISE OF ANY CONTENT INCLUDED IN THE SERVICES OR THE THIRD-PARTY PRODUCTS. NO THIRD PARTY FROM WHOM STREAMLINE OBTAINS OR LICENSES CONTENT OR FUNCTIONALITY FOR THE SERVICES MAKES ANY REPRESENTATION OR WARRANTY TO CLIENT. CLIENT UNDERSTANDS THAT THE SERVICES RELY ON CLIENT OBTAINING THIRD-PARTY PRODUCTS AND SERVICES, AND STREAMLINE MAKES NO REPRESENTATION OR WARRANTY ABOUT ANY SUCH THIRD-PARTY PRODUCTS OR SERVICES, INCLUDING vAUTO PRODUCTS AND SERVICES. Client agrees and acknowledges that Streamline does not have control over, and does not have any RESPONSIBILITY OR liability for, security issues relating to Client's Confidential Information, including client data, maintained on servers other than those owned and controlled by Streamline, including any of vAUTO's servers and any servers used by third-party providers. NEITHER STREAMLINE NOR ANY THIRD-PARTY PROVIDER MAKES ANY WARRANTY (A) THAT THE SERVICES OR ANY THIRD-PARTY PRODUCTS WILL MEET CLIENT'S REQUIREMENTS, OR THAT THE SERVICES OR THIRD-PARTY PRODUCTS WILL OPERATE ERROR FREE, WITHOUT INTERRUPTION, OR IN COMBINATION WITH OTHER SERVICES, (B) THAT ALL SERVICES OR THIRD-PARTY PRODUCT DEFECTS ARE CORRECTABLE, OR (C) AS TO THE USE OF THE SERVICES OR THE THIRD-PARTY PRODUCTS IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. THE FOREGOING WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF WORKMANLIKE QUALITY, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. For the sake of clarity, Client acknowledges that Services rely on content and data provided by Client, Participating Dealerships, users and third parties, including financial institutions, which Streamline has no control over. Without limiting the foregoing or any other disclaimers or liability limitations set forth herein, Streamline has no responsibility or liability for such content or data or, for the avoidance of doubt, results or conclusions that are erroneous or inaccurate due to the deficiency of such content or data. b. Client Representations. Client represents and warrants to Streamline that (i) it has full authority to execute and perform this Agreement; (ii) this Agreement has been duly executed and delivered by Client and constitutes the legal, enforceable and binding obligation of Client; (iii) Client's execution and performance of this Agreement will not violate any law or breach any other agreement; (iv) no approval, action or authorization by any governmental authority or agency is required for Client's execution and performance hereof and (v) it has the right to provide Client Data to Streamline.
6. Support Services
a. Reportable Events. In the event Client has any issues with the operation or functionality of the Services it shall promptly report those to Streamline. Streamline will make commercially reasonable efforts to promptly resolve any such matters but cannot guarantee any particular outcome. b. Base Support. Streamline shall provide Client with telephone or electronic support during Streamline's normal business hours to help Client locate and correct problems with the Service. c. Installation/Initial Training. Streamline shall provide installation assistance & initial training to all applicable users as may be set forth in the Order Form.
7. Indemnification
a. By Streamline. Streamline will defend, indemnify and hold Client and its employees, agents, successors and assigns harmless from and against any and all loss, damage, liability, and expense, including without limitation reasonable attorneys' fees, (collectively, "Loss") incurred by such indemnified party, arising from any action brought against such indemnified party by any third party to the extent that such action is based on a claim that any Service, when used in accordance with this Agreement, infringes a United States copyright or patent. However, Streamline will not be obligated to indemnify or hold Client harmless from or against any Loss arising from any action unless Client notifies Streamline in writing of the claim upon which such action is based within ten (10) days after it learns of such claim, gives Streamline sole control of the defense and settlement thereof and provides all reasonable assistance in connection therewith. If any Service is finally adjudged to so infringe, or in Streamline's opinion is likely to become the subject of such a claim, Streamline will, at its option and expense, either: (i) procure for Client the right to continue using such Service; (ii) modify or replace such Service to make it noninfringing as long as the Services have the same functionality in all material respects; or (iii) terminate this Agreement and provide Client a pro rata refund of any pre-paid fees in respect of such Service for the period after termination. Streamline will have no liability regarding any infringement claim arising out of: (w) use of other than a current, unaltered release of the Services unless the infringing portion is also in the then current release; (x) use of the Services in combination with non-Streamline software, service data or equipment if the infringement was caused by such use or combination; (y) any modification or derivation of the Services not specifically authorized in writing by Streamline; or (z) use of third party software or services. THE FOREGOING STATES STREAMLINE'S ENTIRE LIABILITY AND CLIENT'S EXCLUSIVE REMEDY FOR INFRINGEMENT OR MISAPPROPRIATION, OR CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION, OF ANY COPYRIGHT, PATENT, TRADEMARK, TRADE SECRET OR OTHER PROPRIETARY RIGHTS RELATED TO THE SERVICES. b. By Client. Client will defend, indemnify and hold Streamline and its employees, agents, successors and assigns harmless from and against any and all Loss, incurred by such indemnified party, arising from any action brought against such indemnified party by any third party (1) to the extent that such action is based on a claim that (i) Client does not have the right to provide Client Data to Streamline as contemplated by this Agreement or to use Client Data in connection with the Services, or (ii) Streamline or such indemnified party is liable or responsible for any use of Client Data by Client; or (2) that arises from or relates to Client's use of the Services in violation of this Agreement or in violation of any applicable law, rule, or regulation.
8. Limitation of Liability
IN NO EVENT WILL STREAMLINE OR ANY OF ITS LICENSORS, SUPPLIERS OR AGENTS OR ANY THIRD-PARTY PROVIDERS BE LIABLE FOR LOSS OF USE, PROFIT, REVENUE, GOODWILL OR OTHER INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF THIS AGREEMENT EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS OF STREAMLINE UNDER SECTION 7(A) HEREOF, THE AGGREGATE LIABILITY OF STREAMLINE, ITS SUPPLIERS AND AGENTS, AND ANY THIRD-PARTY PROVIDERS FOR ALL CLAIMS (EXCLUDING CLAIMS FOR PHYSICAL INJURY OR PROPERTY DAMAGE RESULTING FROM GROSS NEGLIGENCE OR WILLFUL MISCONDUCT) ARISING OUT OF THIS AGREEMENT WILL NOT EXCEED THE SUM OF THE FEES PAID BY CLIENT TO STREAMLINE DURING THE SIX-MONTH PERIOD PRIOR TO THE CLAIM FOR THE SERVICES OR THE THIRD PARTY PRODUCTS THAT ARE THE SUBJECT MATTER OF THE CLAIM.
9. Term and Termination; Suspension
a. Term. This Agreement is effective as of the Contract Date (as defined in the Order Form), provided that the term for which the Services shall be provided begins on the Onboarding Date and will continue during the time period set forth in the Order Form and thereafter on a month-to-month basis, unless terminated sooner as provided herein subject in each case to the termination provisions set forth herein (the "Term"). b. Termination. i. Either party may terminate this Agreement upon thirty (30) days' prior written notice to the other party at any time. ii. Either party may terminate this agreement with immediate effect by delivering written notice of the termination to the other party, if the other party materially breaches any of its obligations under this Agreement, and the breach continues for a period of five (5) days after the injured party delivers notice to the breaching party reasonably detailing the breach. iii. Streamline may terminate this Agreement with immediate effect by delivering notice of the termination to Client if Client fails to pay the monthly Subscription Fee within five (5) days of when due. c. Effect of Termination. Client's rights to the Services will terminate, and Streamline may cease to provide the Services, immediately upon any termination of this Agreement. Client shall cease all use of the Services upon the effective date of the termination Streamline will have no obligation to refund any amounts paid by Client under this Agreement upon its termination except for any prepaid fees covering any period after the effective date of termination. Client shall immediately pay to Streamline all amounts outstanding as of the date of, and any amounts outstanding as a result of, termination. d. Suspension of Services. Without limiting any other right or remedy of Streamline, Streamline may suspend the Services at any time if Client is in breach of any obligation under this Agreement that is not cured within five (5) days after notice from Streamline or immediately if Streamline has reasonable concerns about a security threat that could affect the Services or the data of any other user of the Services.
10. General Provisions
The Order Form and these Master Terms constitute the entire agreement between the parties and supersedes all prior agreements, correspondence, term sheets, proposals and offers and constitutes the legal, valid, and binding obligation, enforceable against the parties according to its terms and may not be modified except in writing signed by both parties. Any purchase order or similar document that Client may issue in connection with this Agreement will be for ordering purposes only and that any terms and conditions on such purchase order will be void and of no force or effect. This Agreement will be governed by New York law. Any disputes, actions, claims, or causes of action arising out of or in connection with this Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Erie County, New York. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Streamline and Client as a result of this Agreement or use of the Service. The failure of Streamline to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Streamline in writing Streamline reserves the right to assign its right to receive and collect payments hereunder. Any rights not expressly granted herein are reserved by Streamline. Client may not assign this Agreement without the prior written approval of Streamline and any change of control of Client will be deemed an impermissible assignment and a material breach. Any purported assignment in violation of this section shall be void. Neither party will be liable to the other for any failure or delay in the performance of such party's non-monetary obligations due to causes beyond its control, such as failure or delay caused, directly or indirectly, by fire, flood, earthquakes, other elements of nature, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, epidemics, communications line or power failures, or governmental laws, court orders, and regulations imposed after the fact. Any interpretation of this Agreement will not presume that its terms should be more strictly construed against one party by reason of any rule of construction or authorship. Further, this Agreement may be executed in two or more counterparts, each of which will be deemed an original. In making proof of this Agreement, it will not be necessary to produce more than one counterpart. The headings in this Agreement are for convenience only. They do not constitute a portion of this Agreement and will not be used in any construction of it. Any signatures that are electronic or that are delivered electronically will be deemed effective for all purposes and will be deemed originals. For purposes of this Agreement, (i) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; and (iv) words denoting the singular have a comparable meaning when used in the plural, and vice-versa. Any claim arising out of or related to this Agreement must be brought no later than one year after it has accrued. Recognizing and acknowledging that any breach by Client of the provisions of Sections 1, 3 or 4 will cause Streamline irreparable damage for which other remedies may be inadequate, Client agrees that, in addition to monetary damages and any other remedies available to Streamline at law or in equity, Streamline will have the right to petition for such equitable relief as may be necessary to prevent such a breach or threatened breach without having to prove actual damages. In addition to the provisions of this Agreement that by their nature would survive its termination will survive indefinitely, the following Sections 4, 5, 7, 8 and 10 of this Agreement shall survive any termination or expiration of this Agreement. Any notice required or permitted under the terms of this Agreement or required by law must be in writing and may either be (a) delivered in person, (b) sent by registered or certified mail, return receipt requested and postage prepaid, or (c) sent by overnight courier to the address first set forth above. Client's relationship to Streamline will be that of an independent contractor. Neither Client and its employees nor Streamline and its employees are agents or legal representatives of the other party for any purpose and have no authority to act for, bind, or commit the other party. This Agreement does not establish a franchise, joint venture, or partnership, or agency relationship. Client hereby agrees that the Streamlines of third-party software to Streamline and each Third-Party Provider will be considered third party beneficiaries of this Agreement and will be entitled to bring a direct action against Client in the event of breach of any applicable provisions of this Agreement, pursuant to the terms and conditions of this Agreement.