THE DR. AMEN BRAIN HEALTH LICENSED TRAINER COURSE
Congratulations and Welcome to the Brain Health Licensed Trainer Course at Amen University!
You are on your way to becoming a Dr. Amen Brain Health Licensed Trainer. Please follow the steps outlined below. Read the terms and conditions and signify your acceptance to these terms and conditions by checking the box “I AGREE”.
By checking the box on the checkout page you are agreeing to this Commitment Form, Trainer acknowledges that Trainer has received a copy of the Standard Terms and Conditions below and has read, agrees with and will be bound by the Standard Terms and Conditions and the Commitment Form, and Trainer commits to the payment of the program. Trainer authorizes Amen University (the “Company“), to charge or cause to be charged Trainer’s credit card given for the Total Program Fee to be paid in full or if Trainer chooses the multiple payment option. Trainer understands that Trainer is indebted to the Company for the Program Fee, regardless of whether Trainer uses the Program. Trainer understands that Trainer will be entitled to a refund of the Total Program Fee paid only if Trainer provides written notice that Trainer desires a refund of the Total Program Fee actually paid by Trainer within thirty (30) days after purchase of Program. Notification will be deemed to have been received by the Company if sent to and acknowledged back by the Support Administrator at [email protected].
- AMEN BRAIN HEALTH LICENSED TRAINER
STANDARD TERMS AND CONDITIONS
THIS AGREEMENT is entered into by and between Amen University (the “Company”) with offices at 3150 Bristol Street, Suite 400, Costa Mesa, CA 92626 and, the registrant named on the Commitment Form attached to this Agreement (“Trainer“). The Company and Trainer are sometimes collectively referred to as the “Parties” or individually as a “Party.”
A. Trainer is committed to becoming a Dr. Amen Brain Health Licensed Trainer. Trainer using the materials and programs which are part of the Dr. Amen Brain Trainer as developed by the Company (singularly and collectively, the “Program“). The training, products and programs used in the Program are collectively referred to as the “Program Materials.” Trainer is committed to be trained to provide brain health, coaching and/or teaching services and will be provided with a license to teach: (i) five (5) programs developed by Dr. Daniel G. Amen that are entitled (1) Brain Fit for Work and Life, (2) Brain Thrive by 25, (3) Brain Warriors Way, (4) Memory Rescue, (5) Overcoming Anxiety, Depression, Trauma, and Grief.
B. Upon completion of the Program that will be evidenced by Trainer passing the quizzes provided as part of the Program Material (the “Quizzes“), Trainer will have the opportunity to refer to himself or herself as a Dr. Amen Brain Health Licensed Trainer, subject to the terms of this Agreement and to use the Program training for (i) personal growth, (ii) training within Trainer’s organization, (iii) engaging in public speaking, and/or (iv) leading mastermind groups and others in the pursuit of brain health.
STATEMENT OF AGREEMENT
In consideration for the mutual promises, covenants, and obligations set forth herein, the Parties agree as follows:
- Training and Products Provided.
a. Upon successful completion of the Amen Brain Health Licensed Trainer Course, which completion shall be evidenced by Trainer passing the Quizzes, Trainer will be a Licensed Dr. Amen Brain Health Licensed Trainer. The Program Materials will be provided to Trainer by granting Trainer access to (i) a resource website (the “Resource Website“), and support calls after Trainer submits an executed Commitment Form to the Company.
b. No Trainer may download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Resource Website without prior written consent of the Company. The teaching content includes any recorded calls or video posted to the Resource Website featuring any of the faculty, (including, but not limited to, Dr. Daniel G. Amen), any employee or sub-contractor working in association with the Program, or any person who identifies themselves as a stand-in or substitute teacher or trainer. Approved branded promotional materials such as brochures, templates, logos and promotional pictures may be downloaded and used within the terms of this Agreement. Any Trainer who is unsure of their use and access rights bears the responsibility to request the access or rights prior to attempting to download, copy, screen share, record, distribute, or in any way remove or share the teaching content and intellectual property on the Resource Website by emailing [email protected] for confirmation of Trainer’s access and approval.
c. Trainer acknowledges the information contained in the Program Materials and as a part of the Program does not make the Trainer a medical professional authorized to give medical advice and Trainer agrees not to provide medical advice to Trainer’s clients based upon the Program. Further, the Program is not intended to be a substitute for professional medical advice, diagnosis, or treatment. Trainers and their clients should always seek the advice of a physician or other qualified health care provider with any questions regarding a medical condition or treatment, and never disregard professional medical advice or delay in seeking it because of something Trainer has read in the Program Materials or learned as a part of the Program. Trainer agrees to advise any client seeking medical advice in connection with the Program to consult with a medical professional.
- License to Use the Program.
a.The Company grants to Trainer a limited, non-exclusive, non-assignable, non-transferable and revocable license (without the right to grant sublicenses) to use the Program, including any workbooks, teaching Guides, coaching manuals, scripts and PowerPoint presentations provided by the Company for the live speaking, teaching and coaching of the Trainer’s students. While Trainer may use the Program for such purposes, Trainer is not authorized to certify any person or entity as a Dr. Amen Brain Health Licensed Trainer or any other similar certification using the names of Dr. Daniel G. Amen. Further, all Program Materials are for the use by Trainer personally and may not be used by Trainer for the teaching or coaching of Trainer’s students or any other person. Trainer may not create products or marketing materials such as videos, books, webinars, DVDs, CDs or the like using the Program Materials for the content or the basis of the content of other products or materials regardless of whether the products or materials are offered for sale, without the prior written approval of the Company. The license granted to Trainer is conditioned upon Trainer’s compliance with all of the terms and conditions of this Agreement and the rules and policies developed by the Company from time to time for the Program and use of the Program Marks (as defined in Section 4 hereof) and the Program Materials.
b. Trainer acknowledges that the Program Materials are the exclusive property of Daniel G. Amen for Amen (the “IP Owner“) and protected by copyright, trademark and other intellectual property laws, both domestic and international. Nothing in this Agreement will be construed as transferring, assigning, or conveying any ownership or proprietary rights to the Program Materials from the IP Owners to Trainer or any other person or entity. Trainer may not remove, alter or obscure any copyright, legal or proprietary notices in or on any portion of the Program Materials. Trainer will not duplicate, modify, distribute or otherwise use the Program Materials in any format other than the format in which they were provided to Trainer without the prior written consent of the Company.
c. Trainer has the right to use the Program Materials only as specifically set forth in this Agreement. Trainer does not have the right to use the Program Materials or any other copyright, trademark, trade name, or other intellectual property asset of the IP Owners for other purposes including the following technical uses: (i) creating an archive; (ii) using in a searchable, machine-readable database; (iii) modifying; reverse engineering; decompiling; storing; copying; reproducing; distributing; (iv) creating derivative works (as defined in the U.S. Copyright Law, 17 U.S.C. Section 101 seq.); (v) adapting or incorporating into other Program Materials, products, programs or services; or (vi) selling; sublicensing; leasing; time-sharing; publishing, advertising, promoting or broadcasting, without the prior written consent of the Company.
d. Trainer agrees not to loan, transfer, convey, lease or sell any of the Program Materials or resources to any third party without the prior written consent of the Company. A “third party” means any person or entity other than Trainer.
- Trademark. Trainer is permitted to promote its affiliation with the Program solely for purposes of promoting Trainer’s abilities as a coach, teacher and speaker of brain health as a part of any biographical description of Trainer using the following description: “(Trainer’s name) is a Licensed Dr. Amen Brain Health Trainer.” Trainer may not alter the logo in color, text or design in any way. Upon prior written approval of the Company, Trainer may use the marks provided for use to Trainer by the Company from time to time (collectively, the “Program Marks“) (g., Dr. Amen in any size and in conjunction with Trainer’s own materials and other promotional media solely for purposes of promoting Trainer’s abilities as a Licensed Dr. Amen Brain Trainer. Notwithstanding the foregoing, no approval is required for Trainer’s use of materials using the Program Marks provided by the Company to Trainer. The Program Marks may be used only in a manner and to the extent specifically authorized by the Company. The Company specifically prohibits the use of the Program Marks or any variation of the Program Marks in any Internet Domain Name, URL, social media name or other identifier or e-mail address, except those provided by the Company to Trainer. The Company reserves the right to obtain the transfer of any unauthorized domain name upon request and without reimbursement. Trainer acknowledges that Trainer has no right or license to use the name or likeness of Dr. Amen or any derivatives thereof except as specifically provided in this Agreement or as otherwise may be granted in writing by the Company or the IP Owners.
- Refund. Trainer understands that Trainer will be entitled to a refund of the Total Program Fee paid only if: (a) Trainer provides written notice that Trainer desires a refund of the Total Program Fee actually paid by Trainer within thirty (30) days after the date that Trainer submits an executed Commitment Form. Notification will be deemed to have been received by the Company if sent to and acknowledged back by the Administrator at [email protected]. If the Total Program Fee paid by Trainer is refunded to Trainer, Trainer’s license to use the Program Materials and to describe himself or herself as a Licensed Dr. Amen Brain Health Trainer will be automatically revoked. Except as provided above, the Total Program Fee or any portion paid thereof which has been paid is non-refundable. Any notices pursuant to this Section shall only be deemed to have been received by the Company if sent to and acknowledged back by the Administrator at [email protected].
- Relationship of Parties. Trainer acknowledges that Trainer has no direct relationship with Dr. Daniel G. Amen, or any member of the IP Group (the “Company Group“). It is the express intention of the Parties that Trainer is not a legal employee, agent, joint venturer, franchisee or partner of the Company or any member of the Company Group. Nothing in this Agreement shall be interpreted or construed as creating or establishing an employment relationship, franchise or agency between Trainer and the Company or any member of the Company Group. Trainer will have no authority to act on or enter into any contract or understanding, incur any liability or make any representation on behalf of the Company or any member of the Company Group.
- Quality Control. At any time during the term of this Agreement, the Company shall have the right to inspect, audit, and listen to Trainer’s use of the Program Materials in Trainer’s speaking, coaching or teaching (without any fee or cost imposed by Trainer) to determine: (a) the quality of the delivery or presentation; (b) the appropriate use by Trainer of the license granted in this Agreement; and (c) Trainer’s adherence and compliance with the terms and conditions of this Agreement. The Company will provide Trainer with reasonable notice of its intent to exercise this right and will attempt to use methods or means least burdensome to Trainer and Trainer’s students in exercising this right. Trainer will not use the Program Materials or Program Marks in a manner which is deemed, in the sole discretion of the Company, to be detrimental to the good reputations of the Program, the Company, or any member of the Company Group.
- Confidential Information. In carrying out the terms of this Agreement, the Parties may need to disclose confidential or proprietary information to one another. Each of the Parties agrees to protect and preserve all confidential information of one another and not to disclose it to parties who are not part of this Agreement without the written consent of the other Party.
- Non-Solicitation of Other Trainers; No Self-Promotion. Trainer hereby acknowledges and agrees not to solicit other participants in the Training for the provision of goods or services by Trainer or any other party, regardless of whether the goods and services are being provided for compensation, without the prior written consent of the Company. Trainer agrees that Trainer will not engage in self-promotion of Trainer’s services in any forum created by the Company for the use by participants in the Training. In addition, Trainer will not organize or create any forum, blog or social media website, regardless of what it may be named or called (g., “Brain Health”), if it has five (5) or more active Trainers, for use by participants in the Training, without the prior written consent of the Company.
a. The license and other rights granted to Trainer pursuant to Agreement are subject to termination, at the Company’s sole discretion, by providing written notice to Trainer, upon the breach by Trainer of any term or condition of this Agreement, and the breach not being cured within fifteen (15) days of Trainer receiving written notice of default from the Company. If Trainer timely cures said breach as determined by the Company in its sole good faith discretion, any reoccurrence of the breach, either on the same or substantially similar facts, will negate any further right-to-cure. Notwithstanding anything to the contrary contained in this Agreement, if Trainer’s breach of this Agreement results in irreparable damage to the Program, the Company, or any member of the Company Group, or any of their respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors and independent contractors of the above, or any member of the IP Group, as determined by the Company in its sole discretion, the Company is not obligated to provide Trainer with any opportunity to cure and this Agreement will be immediately terminated upon written notice by the Company to Trainer.
b. The Company shall be permitted to terminate the rights granted to Trainer pursuant to this Agreement if the commercial value of the Program, the Company, or any member of the Company Group is impaired by reason of the alleged commission by Trainer of any act that is an offense involving moral turpitude under federal, state or local laws or which tends to shock, insult or offend the community or ridicule public morals and decency. In addition, the Company may terminate the license and all rights granted to Trainer pursuant to this Agreement if Trainer takes any action which is disruptive to the other participants’ enjoyment of (i) any training event telephonic or otherwise, or (ii) any social media platform that is part of the Training.
c. Upon termination of this Agreement, Trainer shall have no right to use the Program Materials or the Program Marks or represent himself or herself as a Dr. Amen Brain Health Trainer, except with Company’s express written consent and instructions; provided that Trainer shall continue to be bound by Trainer’s obligations hereunder, including, without limitation, Trainer’s obligations under this Agreement that survive the termination of this Agreement.
- Indemnification. Trainer indemnifies, holds harmless and will defend the Company, and all members of the Company Group, and any of their respective affiliates, officers, directors, employees, representatives, agents, instructors, vendors and independent contractors of the above (collectively, the “Indemnified Parties“) from and against any and all claims, demands, lawsuits, actions, proceedings, liabilities, losses, damages, fees, costs and expenses (including reasonable attorneys’ fees and costs of investigation) resulting from or arising out of: (i) Trainer’s offering and delivery/presentation of any Program Materials; and (ii) Trainer’s actions or inactions in violation of this Agreement or applicable law.
- Infringement. If Trainer learns that any third party is making any unauthorized use of the Program Materials, the Program Marks or any other copyright, trademark or intellectual property right of IP Owners, Trainer agrees to promptly notify the Company in the most expeditious means possible, followed by written notice, of any alleged unauthorized use and all other facts known to Trainer. Trainer agrees not to make any demands or claims, bring suit, effect any settlements, or take any other action against that party without the prior written consent from the owner of the applicable Program Materials and/or Program Marks. Trainer agrees to reasonably cooperate with the IP Owners, at no out-of-pocket expense to Trainer, in connection with any action taken by the IP Owners to investigate or terminate the infringement.
a. Trainer acknowledges and agrees that Trainer is not guaranteed to achieve any specific health, personal relationships, financial or other results or earn any specific amount of income or reach any particular goal by participating in the Program or by becoming licensed. The information provided as part of the Training is provided for Trainer’s personal use. Trainer may use such information at Trainer’s own risk and Trainer is solely responsible for any decisions and actions that result from Trainer’s use of such information. The Training does not provide medical, psychological, relationship, legal, investment or financial advice. Trainer acknowledges and warrants that if Trainer is under the care of a physician or other health care professional that the trainings and programs provided herewith do not violate or otherwise conflict with the advice of Trainer’s professional care provider.
b. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY MAKES NO OTHER WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE TRAINING AND PROGRAM MATERIALS ARE PROVIDED- “AS IS”. the COMPANY IS NOT LIABLE TO TRAINER OR ANY OTHER PARTY FOR DIRECT, INDIRECT, GENERAL, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES (INCLUDING LOST PROFITS OR LOSSES OF REVENUE) ARISING FROM TRAINER’S OFFERING AND DELIVERY OR PRESENTATION OF THE PROGRAMS, EVEN IF COMPANY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF THE DAMAGES. Further, Company’s aggregate liability arising with respect to this Agreement pursuant to any legal theory, including BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE OR STRICT LIABILITY IN TORT, WILL NOT EXCEED ANY AMOUNTS CUMULATIVELY PAID BY TRAINER TO THE COMPANY PURSUANT TO THIS AGREEMENT.
- Assignment. This Agreement shall be assignable by the Company and inure to the benefit of the Company’s successors and assigns. This Agreement shall not be assignable or transferable in whole or in part by Trainer, by operation of law or otherwise, except with the prior written consent of the Company and approval of the assignee.
- Governing Law – Class Action Waiver. This Agreement is governed by, and construed in accordance with, the laws of the State of Florida, without reference to rules governing choice of laws. Trainer irrevocably and unconditionally waives, to the fullest extent permitted by law, any right Trainer may have to participate as a representative or member of any group or class of claimants in any class action against the Company, or any of their affiliated entities, now or hereafter pending relating to transactions contemplated by this Agreement or similar transactions.
- Informal Dispute Resolution. In the event of any dispute involving this Agreement, the parties will attempt in good faith to meet in person or virtually to discuss and resolve the dispute. The Company will decide the location of the meeting. At the meeting, each Party will be represented by a person authorized to conclusively resolve the dispute on that Party’s behalf and to bind that Party to any agreed-upon resolution. Each Party must detail what it believes to be the nature of the dispute including the facts and the provisions in this Agreement on which the dispute is based and how the dispute may be satisfactorily resolved. Discussions and exchanges of information and materials, if any, are confidential and must be treated as part of compromise and settlement negotiations for purposes of applicable rules of evidence. If the Parties resolve the dispute at the meeting, they shall immediately formalize that resolution by an agreement that they both sign at the time. This step must occur before either Party can file a request for mediation. Any Party that fails to attend or participate in the meeting, within thirty (30) days of written request, may not begin any mediation under Section 16 to resolve the dispute. If the parties cannot informally resolve the dispute, the Party seeking formal resolution of the dispute must, before he, she or it may commence or initiate a legal or administrative proceeding relating to the dispute, submit the dispute to nonbinding mediation as described in Section 16.
- Mediation. If the Parties have failed to resolve the dispute under Section 15, the disputing Party must submit the dispute to non-binding mediation with the non-disputing Party before the American Arbitration Association or another mutually agreeable mediator. Mediation must take place before the disputing Party can file any demand for arbitration or complaint. Both Parties will sign a confidentiality agreement reasonably satisfactory to both parties. The Parties will conduct the mediation in Costa Mesa, CA. Each Party will bear his, her or its own costs for the mediation and each Party will pay fifty percent (50%) of the mediator’s fee. If a disputing Party refuses to mediate the dispute, the disputing Party cannot file any demand for arbitration or complaint involving the matter in dispute. If the non- disputing Party refuses to mediate, the non-disputing Party has waived mediation and the disputing Party may immediately file a demand for arbitration or a complaint.
- Arbitration. In the event of any dispute involving this Agreement that is not resolved by the procedures resolved by the procedures outlined in Sections 15 and 16 hereof, then such dispute shall be, except as provided below, resolved by binding arbitration before the American Arbitration Association (“AAA“). Each Party will bear his, her or its own costs for the arbitration and each Party will pay fifty percent (50%) of the cost of the arbitration. One arbitrator will be selected using AAA procedures. The arbitrator will use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The arbitrator will also render a written decision setting forth detailed findings of fact and conclusions of law, within thirty (30) days after the conclusion of the arbitration hearing. The arbitrator will not award attorneys’ fees, or punitive, indirect, incidental, special, consequential, treble or other multiple or exemplary damages, and the Parties agree to waive and not seek these damages. Either Party may seek judicial relief to compel the other Party to comply with the provisions of this Section, or seek injunctive or other equitable relief to protect its intellectual property rights, as long as (unless prohibited by applicable law) the remainder of the dispute or claim is submitted to arbitration. The arbitration will be held in Costa Mesa, CA. Both Parties give their irrevocable consent to the processes of the AAA in Florida, as well as the jurisdiction of the courts of Costa Mesa, CA for enforcement purposes. If a Party fails to pay their share of the costs of arbitration, the arbitrator may enter a judgment against that non-paying Party as to liability but not as to damages. The arbitrator will conduct a special hearing for the paying party on the issue of damages. Awards will be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with a state, federal or foreign court having jurisdiction over the Party against whom the award is rendered or his, her or its property, as a basis of judgment and of the issuance of execution for collection.
- Severability and Survival. If any provision of this Agreement or part of the provision is determined to be illegal, invalid or unenforceable by a court of competent jurisdiction, then the remaining provisions will survive and remain in full force and effect, and will be interpreted to give effect to the intentions of the Parties as is possible. Trainer acknowledges and agrees that all of Trainer’s obligations hereunder shall survive a termination of this Agreement.
- Legal Age. By entering into this Agreement, Trainer represents and acknowledges that Trainer is of legal age in the country, state or province of Trainer’s residency to enter into a contract that is binding on Trainer.
- Notices. Any notice, consent, demand or request required or permitted by this Agreement must be in writing, is effective upon receipt, and will be transmitted by: (a) personal delivery, (b) registered or certified U.S. mail, (c) overnight national courier service (Federal Express, UPS), or (d) by either facsimile transmission with confirmation of receipt or by e-mail with confirmation of both delivery and opening, together with a hard copy sent by regular U.S. Mail; addressed according to the addresses and other information appearing on the Commitment Form unless specifically directed otherwise within this Agreement.
- Force Majeure. Neither Party is liable for loss or damage or is in breach of this Agreement, if the failure to perform his, her or its obligations is based solely from the following causes beyond his, her or its reasonable control: (a) transportation shortages, inadequate supply of equipment, merchandise, supplies, labor, material, or energy; (b) compliance with any applicable law; or (c) war, terrorism, strikes, natural disaster or acts of God. Any delay resulting from any of these causes extends performance accordingly or excuses performance as may be reasonable, except that these causes do not excuse payments of amounts owed by you to the Company for any reason.
- Waiver. A waiver by either Party of any term or condition of this Agreement in any instance is not deemed or construed as a waiver of the term or condition for the future, or of any subsequent breach of this Agreement. All remedies, rights, undertakings, obligations and agreements contained in this Agreement are cumulative and are not in limitation of any other remedy, right, undertaking or agreement of either Party set forth in this Agreement.
- Photography, Video and Audio Release. Trainer grants the Company permission to use Trainer’s likeness in photographs, movie films, videotapes and/or audio recordings, or any part thereof taken while participating in the Training in any and all of its publications, for marketing and/or promotion of the Trainer, including website and social media entries, without payment or any other consideration. Trainer understands and agrees that these materials will become the property of the Company and will not be returned. Trainer hereby irrevocably authorizes the Company to edit, alter, copy, exhibit, publish or distribute the photographs, movie films, videotapes and/or sound records, for purposes of publicizing the Program, or any member of the Company Group or for any other lawful purpose. Trainer waives the right to inspect or approve the finished product, including written or electronic copy, wherein Trainer’s likeness appears and any right to royalties or other compensation arising or related to the use of the photograph, video or audio recording. Trainer holds the Company harmless and releases and forever discharge the Company, and all members of the Company Group from all claims, demands, and causes of action which Trainer may have by reason of this authorization.
- Modifications. The Company may modify any of the terms and conditions contained in this Agreement, at any time and in the Company’s sole discretion, by posting a change notice or a new version of this Agreement on the Resource Website and Trainer is bound by any changes immediately upon such posting. Trainer shall be responsible for periodically reviewing the Resource Website for notice of changes to this Agreement. Trainer’s continued participation in the Training, including use of the Resource Website, the Program Materials, and/or use of the limited license granted under this Agreement after the posting of a change notice or a new version of this Agreement constitutes binding acceptance of the change. Trainer is not entitled to any refund of any portion of the Total Program Fee except under the conditions described in Section 4 of this Agreement.
- Third Parties. Nothing in this Agreement, whether express or implied, confers any rights or remedies under this Agreement on any person (including other Trainers) other than the Parties and their respective personal representatives, other legal representatives, heirs, successors and permitted assigns. Nothing in this Agreement relieves or discharges the obligation or liability of any third person to any Party to this Agreement, nor does any provision give any third person any right of subrogation or action over or against any Party to this Agreement.
- Interpretation. Each of the parties agree that he, she or it have been or has had the opportunity to be represented by its own counsel throughout the negotiations and at the signing of this Agreement and all of the other documents signed incidental to this Agreement. Trainer will not, while this Agreement is effective or after its termination or expiration, claim or assert that any term of this Agreement or any of the other documents be construed against the Company.
- Complete and Final Agreement. The Commitment Form and this Agreement constitutes the entire agreement between the Company and Trainer with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous communications, proposals, or understandings, whether electronic, oral, or written.