TERMS & CONDITIONS

Please read the following important terms and conditions before you subscribe to our services.

Important information on downloading and “bill shock”:

When you subscribe to our services, this will mean that digital content will be streamed via your computer or device. Please check carefully how much data will be streamed as using too much data might mean that you exceed your data limit and you could face paying more than you were expecting particularly if you are using your mobile phone abroad. You are solely responsible for all internet access charges related to your use of our services.

LIVE STREAM TICKET PURCHASE TERMS AND CONDITIONS

Terms and conditions specific to live stream events can be found here.

1. INTRODUCTION

We provide you with subscription service that allows you to access music, audio, video, podcasts, reviews, interviews, photos, images, biographies, and depending on your subscription on-demand and off-line access to such content (digital content) streamed over the internet via your computer or device. Our service(s) or your subscription means the streaming service provided by us for providing you with access to digital content, including all features and functionalities, our website, our app and our software allowing you to access such digital content, depending on your chosen subscription tier.

These are the terms and conditions on which we supply our subscription services, including streaming of digital content, to you. Please read these terms and conditions carefully before you sign up for any subscription. In these terms and conditions, “we”, “us” or “our” means ALLROCK and “you” or “your” means the person subscribing to our services. Details of which ALLROCK entity is a party to these terms and conditions and which is responsible for providing and administering your subscription depends on where you are based. More details can be found in our Jurisdiction Specific Terms below.

You can contact us by writing to us at contact@allrock.live or by sending a letter to the applicable ALLROCK entity as defined in our Jurisdiction Specific Terms below. If we have to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us when you signed up to our services or created your account.

2. THESE TERMS AND CONDITIONS ARE LEGALLY BINDING

If you subscribe to our services, you agree to be legally bound by these terms and conditions. If you do not agree to these terms and conditions, then you must not use our services. Use of our services and content and our website and apps is for personal and non-business use only. Any use by you our services or digital content for commercial, business or re-sale purposes is strictly prohibited and we decline all liability in respect of such use. Our services are only currently available in the United Kingdom, Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Norway, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Switzerland, Sweden and the United States, and you may not subscribe to them if you are resident elsewhere. As and when we add new territories, we will update you via our website. Please check our Jurisdiction Specific Terms below for provisions which may apply to you depending on where you usually reside.
Our services, websites and apps are not aimed at children. If you are under the age of 18 you must have parent or guardian consent to subscribe to our services.
When you subscribe to our services, you also agree to be legally bound by the following, which form part of these terms and conditions: Any extra terms which may add to, or replace some of, these terms and conditions from time to time. This may happen for as we update our services or if there are any changes to the law, for example. Specific terms which may apply to certain digital content and streaming or “on-demand” options, or if you have subscribed to our VIP club, information and additional terms about CDs, records, events, exclusive live shows, meet-and-greets and concert tickets; and our Privacy Policy.
When we make material changes to these terms and conditions, we will provide you with appropriate notice, either by displaying prominent notice on our website or in App or by sending you an email. In some cases, we will notify you in advance, and you will be deemed to accept any changes by your continued use of our services after such changes have been made.

3. YOUR PRIVACY AND ACCOUNT INFORMATION

You are responsible for any account you have created with us. You must ensure that you control access to and use of your account. You must also ensure you control any devices that are used to access our services and ensure that you do not reveal your password or any payment details to anyone. You are solely responsible for any activity that occurs through your account. Any personal information that you provide to us will be dealt with in line with our Privacy Policy, available at allrock.live/privacy. Our Privacy Policy explains what personal information we collect from you, how and why we collect, store, use and share such information, your rights in relation to your personal information and how to contact us and supervisory authorities if you have a query or complaint about the use of your personal information.

4. HOW YOU CAN SUBSCRIBE TO OUR SERVICES FOR THE PROVISION OF DIGITAL CONTENT

In this section, we set out how a legally binding contract is made between us.

You choose your preferred subscription tier. Some of our subscriptions offer digital content which is available for on-demand and offline access and additional promotions and offers offered by third parties. While we may facilitate access to these third-party offers, we are not responsible for their content, quality, or any issues that may arise from your use of them. We are not liable for third-party offers and you are strongly advised to check the terms of any third-party offers. You must check the terms of any specific subscription before completing your subscription to check any restrictions of limitations to such content. Please see the pricing section before you sign up to our services for more details about our subscription options before you sign up.
As further explained in section 5 below, we may occasionally offer different subscription tiers, including special offers or free trials. You should check the specific conditions of your subscription or any special promotions upon sign-up. You can find specific details regarding your existing subscription by visiting our website and/or logging into your account.
When you finalise your subscription online, at end of the online subscription process (e.g. when you click on PURCHASE), we will acknowledge it by email. Please note that when subscribing to non-Freemium services, you must agree to the following statement by ticking the relevant box at the complete stage: “I hereby consent to immediate performance of this contract when clicking on the “purchase” button and acknowledge that I will lose my right of withdrawal from the contract once the streaming of digital content has begun”.
Our initial email acknowledgement to you does not, however, mean that your subscription has been accepted. We may contact you to say that we do not accept your subscription request. This is typically because the subscription that you are signing up for is unavailable, we cannot authorise your payment, you are not allowed enter into a subscription with us or there has been a mistake on the pricing or description of our services or subscriptions.
We will only accept your subscription when we email you to confirm this (Confirmation Email). At this point, a legally binding contract will be in place between you and us and you will be granted access to the subscription service that you have signed up to.
We will supply our services, and access to the digital content to you until your subscription expires or is terminated in accordance with these terms and conditions.

5. TRIALS

Occasionally, we may offer trials of our fee-paying subscriptions. This may include making our fee-paying subscriptions available for free or at a discounted rate for a specific period.
Any trials are offered in our sole discretion. We may decide whether you are eligible or entitled to a trial or withdraw or change the terms and conditions of any trial, at any time and at our sole discretion.
You should carefully check the specific conditions of any trial or any other promotion as well as any cooling-off period and how to withdraw from such trial or conversion to fee-paying subscriptions upon sign-up.
You may be required to input your payment information when subscribing to a trial. By providing such details you agree that we may automatically begin charging you for a fee-paying subscription at our usual rates in force (as available on our website from time to time. Such automatic charging will occur on the first day following the end of your trial and will continue on a monthly or yearly basis as applicable to the relevant offer that you subscribed to when signing up to the trial. Unless legally required, the price stated does not include any taxes that we may charge in addition to the subscription fees at the prevailing legal rates. You are responsible for making payment of all applicable taxes in addition to the subscription fee prices stated.
Without prejudice to clause 5.3, if you do not want to be charged for a trial, you must ensure that you cancel any applicable fee-paying subscription before the end of the trial period, as communicated to you on sign-up.

6. SUBSCRIPTIONS, BILLING, PAYMENT AND CANCELLATION

Our Free subscription does not require payment.
You may purchase any of our fee-paying subscriptions directly from us or through a third party by paying a subscription fee in advance on a monthly basis.
Our fee-paying subscriptions are available on a monthly or yearly basis.
We may change the price for our fee-paying subscriptions, including any recurring subscription fees from time to time, and will communicate any price changes to you in advance and, if applicable, how you can accept those changes.
Price changes will take effect at the start of the next subscription period following the date of the price change. Subject to applicable law, you accept the new price by continuing to use our services after the price change takes effect. If you do not agree with a price change, you have the right to reject the change by unsubscribing from your current subscription prior to the price change going into effect.
Subject to section 7 below, if you purchase a fee-paying subscription, you authorise us to charge you automatically each month until you cancel your subscription.
On each subscription anniversary (being each month or year from the date of your initial Confirmation Email depending on the duration of your initial subscription), your subscription will automatically renew for successive periods of one month or on year (depending on the duration of your initial subscription) on the terms and conditions in force for the applicable fee-paying subscription, unless otherwise cancelled or modified by us or cancelled by you prior to each anniversary in accordance with these terms and conditions.
You may terminate your subscription with us at any time. For more information about how to terminate your subscription, contact us help@allrock.live.
If you terminate your fee-paying subscription, you accept that we shall have no liability or responsibility to you, and that (to the extent permitted by law) we will not refund any amounts that you have already paid. In the event of cancellation not related to your right to cooling off (see section 7 below), you may be responsible for paying the entirety and/or remainder of your current fee-paying subscription period. Please check https://allrock.live/#pricing for more information about your individual fee-paying subscription and what you will owe in the event of cancellation.
This section does not affect consumer rights which may be applicable to you depending on where you reside.

7. FEE-PAYING SUBSCRIPTIONS - NO RIGHT TO CANCEL OR CHANGE YOUR MIND ONCE STREAMING STARTS

If you register for a fee-paying subscription, you have the right to change your mind for any reason and receive a full refund of any subscription fees that you have paid within fourteen days starting from the date on which you received the Confirmation Email. This is known as a cooling off period. You accept that your right to this cooling off period is cancelled once you use our services or start to stream digital content during that period.
If you sign up for a trial (see section 5), you agree that the Cooling-off period for the fee-paying subscription you are trialling ends fourteen days after which you received the Confirmation Email confirming your trial. If you don”t cancel before your trial ends, you lose your right of cooling off in respect of the trial and any follow-on subscription, and you accept that you will be automatically charged at the price of the relevant fee-paying subscription you accepted on sign-up to the trial, until you cancel your subscription.

8. UPDATES TO DIGITAL CONTENT

We may update our services and any digital content supplied to you at any time, provided that the services and material digital content shall always materially match the description provided to you before you signed up to our services.

9. PERMISSION TO USE THE DIGITAL CONTENT AVAILABLE THROUGH YOUR SUBSCRIPTION

We do not own any of the digital content that we provide to you through your subscription. To be able to provide you with such digital content, we have obtained permission to do so (also known as a licence) from the artists and/or their record labels. Our app and streaming service are developed by us or on our behalf. You acknowledge that the use of our service may require third party software that is subject to third party licenses. The Services, Software, and Digital Content constitute intellectual property that is safeguarded by applicable laws. The copyright owners of the Digital Content (such as the artists and/or their record labels) accessed through your Subscription are intended to be third-party beneficiaries under these Terms and Conditions and may enforce these Terms and Conditions against you, invoking all rights hereunder including, but not limited to, limitations of liability.
When you subscribe to our services, you will also not own any digital content you have access to. Instead we give you a limited, non-exclusive, non-transferable right to access our service and use and enjoy our digital content according to these terms and conditions. All licenses conferred upon you through your Subscription are non-exclusive in nature which means that these licences can also be granted to third parties. You will not obtain any rights of ownership or other rights (of whatever nature) in any digital content or in any copies of it. You must not conceal, change or remove any markings which show who owns any digital content such as copyright (©), registered trademark (®) or unregistered trademark (™) markings.
Reporting Copyright Infringement: If you believe that any content available on our services infringes your copyright, you may submit a notification to us in accordance with the Digital Millennium Copyright Act ("DMCA"). To be effective, the notification must include:
- a. A physical or electronic signature of the copyright owner or a person authorized to act on their behalf;
- b. Identification of the copyrighted work claimed to have been infringed;
- c. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
- d. Your contact information, including your address, telephone number, and email address;
- e. A statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- f. A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
Counter-Notification:

If we remove or disable access to content in response to a copyright infringement notice, we will make reasonable efforts to notify the alleged infringer of the removal or disabling of access. If you believe that your content was removed or disabled by mistake or misidentification, you may provide us with a counter-notification in writing. To be effective, the counter-notification must include:
- a. Your physical or electronic signature;
- b. 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;
- c. 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 to be removed or disabled; and
- d. Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the federal district court for the judicial district in which your address is located, or if your address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided the copyright infringement notification or an agent of such person.
Repeat Infringers:

In accordance with these terms and conditions, we may terminate the accounts of users who are repeat infringers of copyright.

Please note that this procedure is exclusively for notifying us that your copyrighted material has been infringed. Any other inquiries or requests related to our services or your subscription should be directed to the contact information provided in these terms and conditions.

10. USE OF OUR SERVICES (WHICH INCLUDES OUR WEBSITE, APP, DIGITAL CONTENT AND PROVISION OF SUBSCRIPTIONS):

Your subscription may be used only on 3 computers or devices (1 simultaneous play) within your household and must not be used for public performance. Your subscription and access to and use of the digital content is personal and exclusive to you and you are therefore not permitted to transfer it to any other third party. Accordingly, no other person shall have any rights to enforce your subscription or these terms and conditions.
Our provision of subscriptions and digital content and is non-exclusive to you. This means we may supply the same or similar subscription services and digital content to other users. We may transfer our rights and obligations under these terms to another organisation. We will always tell you in writing if we plan do to this.
Your use of the subscription, our website and apps and digital content may not be: changed by you (which means, in particular, that you are not allowed to adapt, reverse-engineer or decompile it, or try to extract the source code from our services, app, website or any content, except where any of this is allowed by law); combined or merged with, or used in, any other computer program; or distributed or sold by you to any third party.

11. QUALITY OF OUR STREAMING SERVICES AND DIGITAL CONTENT

Without prejudice to any consumer laws applicable to you, when we supply the digital content, we will use all reasonable efforts to ensure that it is free from defects, viruses and other malicious content. However, we do not promise that it is compatible with any third-party equipment except where we have said so on our website, and you acknowledge that there may be minor errors or bugs in it.
To avoid faults in the digital content happening, you must install any fixes, updates, upgrades, new releases and new versions of our app as soon as reasonably possible after we tell you that such updates are available use it only on the recommended third-party equipment set out on our website.
The quality of the sound and display of our digital content may vary from one device to another, and may be affected by a variety of factors, including your location, your bandwidth and the speed of your internet connection.
To the maximum extent permitted by applicable law, the digital content, subscription and services and any services performed or provided by the digital content, subscription and services are supplied on an "as is" and “as available” basis, with all faults and without warranty of any kind, whether express, implied, or statutory. You hereby acknowledge and agree that use of the digital content, subscription and services is at your sole risk. We hereby disclaim all express and implied warranties and conditions with respect to the digital content, subscription and services, including, without limitation, all implied warranties regarding satisfactory quality, of fitness for a particular purpose, of accuracy, of quiet enjoyment, and of noninfringement of third-party rights. If the digital content, subscription or services are defective, you are solely responsible for the entire cost of all necessary servicing, repair, replacement or correction.

The exclusion of implied warranties or limitations on the applicable consumer statutory rights is not allowed in some jurisdictions, so the exclusion and limitations in this section may not apply to you if you live in an applicable jurisdiction.

12. SUSPENSION AND TERMINATION BY US

These terms and conditions will continue to apply to you until suspended or terminated. If these terms and conditions or your subscription terminates, it will not affect our right to receive any money which you owe to us under these terms and conditions.
We will take all commercially reasonable efforts to ensure that our services remain in operation but sometimes you may experience temporary interruptions. Reasons we may suspend your access to our services include to allow us to deal with technical problems or make minor technical change and to allow us to update our services and content to reflect changes in relevant laws and regulatory or contractual and licensing requirements.
We may also terminate these terms and conditions and your subscription, or suspend your access to our services and digital content at any time, including in the event of your actual or suspected unauthorised use of to our services and digital content or failure to comply with these terms and conditions. This includes when you do not pay for any subscription when you are supposed to.
We may also suspend or terminate these terms and conditions and your subscription or if we withdraw to our services and digital content, provided that we give you reasonable notice before doing so. Notwithstanding the foregoing, if you have paid for a subscription that we permanently discontinue (prior to the end of your paid-up subscription period), we will refund you the portion of any pre-paid subscription amounts after our services are permanently discontinued.
If we terminate these terms and conditions, or we suspend your subscription or access to our service and digital content, notwithstanding clause 12.4, you accept that we shall have no liability or responsibility to you, and that (to the extent permitted by law) we will not refund any amounts that you have already paid.

13. LIMIT ON OUR RESPONSIBILITY TO YOU

If we fail to comply with these terms and conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breaking these terms and conditions or our failing to use reasonable care and skill, but we are not responsible for any loss or damage that is not a direct result of our actions, whether or not it was foreseeable. Loss or damage is foreseeable if either it is obvious that it will happen or if, at the time you took out your subscription, both we and you knew it might happen, for example, if you discussed it with us.
We do not exclude or limit in any way our liability to you where it would be unlawful to do so. This includes liability for death or personal injury caused by our negligence or for fraud, breach of privacy laws or any other liability which the law states we cannot exclude or limit.
If defective digital content which we have supplied as part of your subscription damages a device or digital content belonging to you and this is caused by our failure to use reasonable care and skill, we will either repair the damage or pay you compensation. However, we will not be liable for damage which you could have avoided by following our advice to apply an update offered to you free of charge or for damage which was caused by you failing to correctly follow installation instructions or to have in place the minimum system requirements advised by us. Furthermore, we are not responsible for the cost of repairing any pre-existing faults or damage to your device or in any of your pre-existing digital content.
We will have no liability to you for any incidental, special, indirect, or consequential damages, including without limitation, any loss of profit, loss of business, business interruption, or loss of business opportunity, corruption or loss of data or any other business or commercial damages or cost of repair or replacement or any other losses arising out of our services and digital content or any subscription including related to your use of the foregoing or inability to use the foregoing, regardless of the ground or legal basis (in contract, tort, breach of statutory duty or otherwise), even if you have been advised of the possibility of such damages.
Unless prohibited by applicable law, in no event shall our total liability to you for all damages exceed the amount of one hundred GBP (£100.00) or one hundred US dollars ($100).
Our failure to demand or enforce your strict adherence to these Terms and Conditions will not constitute a waiver or relinquishment of any of our rights as outlined in these Terms and Conditions.

14. THINGS THAT ARE OUTSIDE OF OUR CONTROL

We are not responsible for delays outside our control. If your access to our services and content delayed by an event outside our control, then we will contact you as soon as possible to let you know and we will take steps to minimise the effect of the delay. Provided we do this we will not be liable for delays caused by the event, but if there is a risk of substantial delay you may contact us to end your subscription and receive a refund for any subscription you have paid for but not received access to.

15. IF YOU ARE NOT SATISFIED WITH OUR SERVICES

15.1 We will try to resolve any disputes with you quickly and efficiently. If you are unhappy with the digital content, our services, your subscription or any other matter, please contact us as soon as possible and we will try to resolve your matter as soon as possible, and in the event of any dispute, using our internal complaint handling procedure. 15.2 For more detailed information on your rights and what you should expect from us, please contact us using the contact details for the ALLROCK entity applicable to you as set out in our Jurisdiction Specific Terms.

16. APP SITES NOTICE

If you have downloaded our app from the Apple App Store, Google Play Store or are using the app on an iOS device, Android device, or a Sonos streaming device, or if you are accessing our services through YouTube audio and video (App Sites), you confirm that you have read, understood, and agree with the following notice regarding Apple, Inc., Google LLC, Sonos Inc., and Google's YouTube, respectively.
Apple, Google, Sonos, and YouTube are not responsible for addressing any claims by you or any third party relating to our Services, our Digital Content or your Subscription and your use thereof, including: product liability claims, any claim that our Services, our Digital Content or your Subscription fails to comply with any applicable legal or regulatory requirement, and claims arising under consumer protection law.
These entities are not responsible for the investigation, defence, settlement, and discharge of any third-party claim that our Services, our Digital Content or your Subscription and/or your possession or use of our app infringe that third party's intellectual property rights.
You agree to comply with any applicable third-party terms, when using our Services, our Digital Content or your Subscription, including any terms and conditions applicable to App Site providers. Apple, Google, Sonos and YouTube are third-party beneficiaries of these Terms and Conditions, and upon your acceptance hereof, each will have the right (and will be deemed to have accepted the right) to enforce these terms and conditions against you as a third-party beneficiary of these Terms and Conditions.

17. JURISDICTION SPECIFIC TERMS

ALLROCK Entity:

For users based in the United Kingdom and elsewhere not specified below, the ALLROCK entity responsible for providing and administering the subscription services is ETA Productions Limited, a company registered in England and Wales under company number 11704650 with registered office is at 303 The Pill Box 115 Coventry Road, London, England, E2 6GH and VAT number GB 331 1606 47;
For users based in Austria, Belgium, Bulgaria, Croatia, Republic of Cyprus, Czech Republic, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta, Norway, Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Switzerland, Sweden, the ALLROCK entity responsible for providing and administering the subscription services is also ETA Productions Limited, a company registered in England and Wales under company number 11704650 with registered office is at 303 The Pill Box 115 Coventry Road, London, England, E2 6GH and VAT number GB 331 1606 47.
For users based in the United States, the ALLROCK entity responsible for providing and administering the subscription services is also ETA Productions Limited, a company registered in England and Wales under company number 11704650 with registered office is at 303 The Pill Box 115 Coventry Road, London, England, E2 6GH and VAT number GB 331 1606 47.

Any references to "ALLROCK entity" in these terms and conditions shall refer to the relevant ALLROCK entity as specified in this clause.
Dispute Resolution: If you are usually resident in the European Economic Area, you may also use an online dispute resolution (ODR) platform to resolve the dispute with us. For more details, please visit https://webgate.ec.europa.eu/odr.
Governing Law and Jurisdiction: Except to the extent required by applicable law or as expressly set out in this section, these terms and conditions, your subscription, the services, any digital content (including any free trials) and our relationship are governed by English law. You hereby agree to submit to the and exclusive jurisdiction of the courts of England to resolve any dispute arising out of or in connection with these terms and conditions, your subscription, the services, any digital content (including any free trials) and our relationship. Notwithstanding the foregoing, if you are a resident in the United Kingdom or European Economic Area, you hereby irrevocably submit to the governing law and the non-exclusive jurisdiction of the courts of your usual place of residence.
Class Action Waiver: To the extent permitted by applicable law, you and ALLROCK agree that any dispute, claim, or controversy arising out of or relating to these terms and conditions, your subscription, the services, any digital content, and our relationship shall be resolved on an individual basis and shall not be brought as a class, consolidated, or representative action. You and ALLROCK expressly waive any right to participate in a class action lawsuit or class-wide arbitration. If any court or arbitrator determines that the class action waiver set forth in this clause is unenforceable, then the entire arbitration agreement set forth in these terms and conditions shall be null and void. In such case, the dispute, claim, or controversy shall be resolved by a court of competent jurisdiction as set out in these terms and conditions. This class action waiver is subject to any specific consumer rights or protections provided by applicable law.
Our Services, Software, and Digital Content may be subject to export and re-export control laws and regulations. You represent and warrant that you are not located in any country or region to which any of the locations in clause 17.1 above has embargoed goods or has otherwise applied any economic sanctions; and you are not a denied party as specified in any applicable export or re-export laws or regulations or similar laws applicable in any other jurisdictions. You agree to abide by all applicable export and re-export control laws and regulations. You agree that you shall not - directly or indirectly - sell, export, re-export, transfer, divert, or otherwise dispose of any Services, Software, or Digital Content (including products derived from or based on such Digital Content) accessed through your Subscription to any destination, entity, or person prohibited by the laws or regulations of any applicable jurisdiction without obtaining prior approval from the competent authorities required by those jurisdictions.
Consumer Rights: Some countries do not authorise the exclusion of implied warranties or limitations on liability or statutory rights applicable to consumers. Therefore, these terms and conditions are without prejudice to any consumer protection rights under local laws of the jurisdiction where you are usually resident and any incompatible provisions in these terms and conditions will be deemed unwritten.
Version: If local consumer laws require the translation of these terms and conditions, the website, and the application into the applicable local language, in the event of any conflict between the English version and the local language version, the local language version shall prevail. However, in all other cases where no such local language translation is required, the English version of these terms and conditions shall prevail and be binding on the parties.