INNOVATION GROUP, PROTOTYPE, PROPULSE® SPEED TRAINERS AND RMT® ROPE, PURCHASE AGREEMENT

PLEASE READ AGREEMENT IN ITS ENTIRETY.  IT COVERS MULTIPLE PRODUCTS INCLUDING, BUT NOT LIMITED TO INNOVATION GROUP, PROTOTYPE, PROPULSE® SPEED TRAINERS AND RMT® ROPE, PURCHASE AGREEMENT

 

    INNOVATION GROUP AND PROTOTYPE TERMS OF AGREEMENT

This Agreement (the "Agreement") is a legal contract between you (the end user) and BOSU® Fitness, LLC DBA WeckMethod (hereinafter "Company").   By joining the WeckMethod Innovation Group (whether purchased or otherwise) and/or purchasing a WeckMethod prototype product, you agree to be bound by the terms of this Agreement. If you do not accept or agree with these terms, do not join the WeckMethod Innovation Group or purchase WeckMethod prototypes.

 

(i) Definitions.  For the purposes of this Agreement, the terms set forth below shall have the following meanings:

“Intellectual Property:" means all Company’s United States and worldwide trademarks, service marks, trade dress, logos, copyrights, rights of authorship, inventions, patents, rights of inventorship, moral rights, rights of publicity and privacy, trade secrets, molds, dies, materials, material composition(s), specification drawings, CAD files and tooling of any nature owned or licensed by Company, and all other intellectual and industrial property rights related thereto whether patentable or otherwise.

“Prototype:" a preliminary, yet fully functioning piece of equipment (product) which is in a“testing phase” before offered to the general marketplace.  

“WeckMethod Innovation Group:” a group of individuals the Company provides or offers fitness prototypes or new training concepts (whether paid for or not) for the purpose of testing and use, including but not limited to, use cases, certain types of consumer feedback, surveys, and the like, in order to refine and improve said fitness product prototypes and new training concepts before launching and/or presenting to the general marketplace.

 

 1. Terms and Conditions.

By joining the WeckMethod Innovation Group or purchasing any and all WeckMethod prototype products, you acknowledge that the Intellectual Property and/or training concepts associated in any way with the WeckMethod Innovation Group or WeckMethod prototype products is the property of the Company. If you are entering this Agreement on behalf of an organization, entity, or the like, then that entity is bound to the license granted and the restrictions and limitations detailed herein regardless of your future employment and/or relationship with such entity.

The Company does not grant permission to use any of the Intellectual Property associated with the WeckMethod Innovation Group or purchase any and all WeckMethod prototype products as set forth in this Section 1, and Sections 2,3,4 of this Agreement.  

 You (the end user) agrees that it shall not use any Company Intellectual Property associated with any Company Intellectual Property or training concepts, whether patented or not, in the manners described below:

(i) Without the expressed written consent of the Company, placing images, videos, articles or any other public (or private) content including, but not limited to, products (prototype or otherwise), training Instruction, training protocols, exercises, education, or any other Company content or Intellectual Property (whether patented or not) part of the WeckMethod Innovation Group or Company Prototype products.

(ii) Without the expressed written consent of Company, placing the Company’s Intellectual Property or copyrighted content on any third-party platform including, but not limited to, any third-party social media platforms, affiliate websites, ad platforms, affiliate partners and/or affiliate influencers.

(iii) Without the expressed written consent of the Company, disassembling, decompiling, reverse engineering, translating, or otherwise decoding the Company’s Intellectual Property or any training concepts or methodologies.

2. Ownership.

Company shall solely own and have exclusive worldwide right, title and interest in and to the Company’s Intellectual Property, any modifications, enhancement and derivative works thereof, and to all Intellectual Property rights related thereto.  You (the end user) hereby acknowledges and agrees that title to Company’s Intellectual Property and Proprietary information, shall always remain with Company, and that You (the end user) shall not acquire any interest therein except the limited right to use the same pursuant to this Agreement.  You (the end user) shall not challenge, contest or otherwise impair Company’s ownership of the Company’s Intellectual Property or the validity or enforceability of Company’s Intellectual Property related thereto.

3. Obligation of Confidentiality and Non-Compete.

You (the end user) expressly agrees that You (the end user) shall not use Company Intellectual Property in the development of any products or services for its own benefit or in competition (directly or indirectly) of any Company Products, Services, Training or the like, in perpetuity. You (the end user) further agrees not to use any Company Intellectual Property for any other purposes other than what has been specified in the terms of this Agreement.  You (the end user) agrees to protect Company Intellectual Property with its own employees, officers, agents and any Third-Party Resources using the same degree of protection used by You (the end user) prevent the unauthorized use, dissemination or publication of the You (the end user)’s own Intellectual Property.

4. Concept and Ideas.

 Those concepts and ideas disclosed by the Company to You (the end user) or which are first developed by You (the end user) during the course of the You (the end user)’s and Company’s relationship which relate to the Company's present, past or prospective business activities, services, and products, all of which shall remain the sole and exclusive property of the Company.  The You (the end user) shall have no patent rights, Intellectual Property rights, trademark rights or copyright publication rights and all of the same shall belong exclusively to the Company. You (the end user) shall not challenge or contest in any manner whatsoever Company Intellectual Property.

5. Assignment.

 You (the end user) agrees to hereby releases and assigns all of his/her rights, title and interest in and to all Patent(s), Concepts, Ideas, and Developments which relate to Company products, services or training as a result of working with Company, David Weck, or as a result of discussion or exchange of information with Company.  The You (the end user) will execute all documents and perform all lawful acts which the Company considers necessary or advisable to secure Company’s rights hereunder and to carry out the intent of this Agreement

6. Indemnification and Release of Liability

 Whereas, Company innovates, develops, and manufactures fitness product prototypes and new fitness training concepts (whether for sale or not) and offers or provides said prototypes and training concepts direct to consumer(s) or to a group of individuals for the purpose of testing and use, including but not limited to, use “cases” and testing, certain types of consumer feedback, surveys, and the like , in order refine and improve said fitness product prototypes and new training concepts before launching and/or presenting to a larger general marketplace .

Whereas, you (the end user) willingly chooses, agrees and wishes to be part of the group of individuals or consumer(s) (whether paid for or not) the Company uses to test use “cases”, provide certain types of consumer feedback,  answers surveys, and the like , of Company prototypes or new training concepts in order refine and improve said Company fitness product prototypes and new training concepts before launching and/or presenting to a larger general marketplace .

Whereas, You (the end user), understands and accepts that Company prototypes and new training concepts are in a “testing phase.” As such, despite the Company’s best efforts, there is a risk of harm and/or physical injury when using Company prototypes or participating in new Company training.  You, (the end user) understands and acknowledges that there is risk of injury or bodily harm when using Company prototypes or participating in new Company training and do so entirely at your own risk.  This includes, without limitation, all injuries which may occur as a result of You (the end user) using Company prototypes or participating in new Company training.

 Whereas, the Company desires protection against any personal or business entities’ liability, claim, suite, action, loss or damage that may result from the You (the end user) direct or indirect use of Company prototypes or participation in new Company training.

Whereas, You (the end user) wishes to minimize any hardship the Company might suffer as a result of any personal, individual or business entities’ liability, claim, suit, action, loss or damage which may arise from You (the end user) use of Company prototypes or participation in new Company training.

In consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, accepted and agreed to, You (the end user) and Company to the terms set forth below.

The You (the end user) will hold harmless and indemnify the Company against any and all Claims and actions arising out of, or from, the You (the end user)’s direct or indirect use of Company prototypes or participation in new Company training , including, without limitation expenses, judgements, fines, settlements, liabilities, losses, costs, reasonable attorney’s fees, fines and other amounts actually and reasonably incurred (collectively the “Claims”) in connection with, defense of, or response to any liability, suit, action, loss, or damage arising or resulting from the You (the end user)’s direct or indirect use of Company prototypes or participation in new Company training.

7. Breach of Terms

 Upon You (the end user)’s breach of any of the terms of this Agreement, Company will send a written notice of such breach, by regular or registered mail, electronic message, email or facsimile to You (the end user).  If You (the end user) fails to remedy the breach complained within fourteen (14) days of the date of mailing of the notice, this will be considered in all incidences a breach of this Agreement.

Any use of Company Intellectual Property in a manner not expressly authorized by this Agreement or a breach of any term of this Agreement entitles BOSU® Fitness, LLC DBA WeckMethod to exercise all rights and remedies available to it at law or in equity, including monetary damages against all users and beneficiaries.  You (the end user) shall be responsible for any damages, including attorney fees, resulting from any breach, including any claims by a third party.

8. Dispute, Choice of Venue, Law, Forum.

Any and all disputes arising under or related to the Agreement shall be resolved solely under the following ADR procedures. All ADR procedures under this Section shall take place in San Diego, CA, unless the parties expressly agree otherwise. Each of the parties hereto consents to the exclusive jurisdiction and venue of the United States District Court for the District of San Diego, CA, with respect to any matter relating to this Agreement that remains after completing the ADR procedures in this Section and each party hereto consents to personal jurisdiction and venue in that Court. This Agreement shall be governed by the laws of the State of California, including its rules for service of process. Subject to Section 5 of this Agreement, if the parties cannot resolve such breach within fourteen (14) days, either party may commence arbitration with a single arbitrator administered by the American Arbitration Association in accordance with the provisions of the Commercial Arbitration Rules to resolve the dispute in the Dispute Notice, including all remedies available to it under law or equity. Any judgment on the arbitration award rendered by the arbitrator(s) may be entered in any court having jurisdiction over the parties pursuant to this Section of the Agreement. Any disputes which involve exigencies that the filing party believes in good faith require resolution of the dispute in an expedited manner may be referred to arbitration without first attempting the resolution procedures in this Section. Additionally, if either party fails to cooperate with this dispute resolution protocol in good faith, the applicable dispute may be referred to arbitration immediately. In the event of arbitration or litigation to enforce an arbitration award arising out of this Agreement, the prevailing party will be entitled to recover court or arbitration costs and reasonable fees of attorneys, accountants and expert witnesses incurred by such a party in connection with the action.

9. Equitable Relief.

 You (the end user) agrees that any breach of Sections 1 through 6 by You (the end user) would cause irreparable damage to the Company and that, in the event of such breach, the Company shall have, in addition to any and all remedies of law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of You (the end user)'s obligations hereunder.

10. Waiver.

 Any waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach of the same or any other provision hereof. All waivers by the Company shall be in writing.

11.  Severability; Reformation.

In case any one or more of the provisions or parts of a provision contained in this Agreement shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision or part of a provision of this Agreement; and this Agreement shall, to the fullest extent of the law, be reformed and construed as if such invalid or illegal or unenforceable provision, or part of a provision, had never been contained herein, and such provision or part reformed so that it would be valid, legal and enforceable to the maximum extent possible. Without limiting the foregoing, if any provision (or part of provision) contained in this Agreement shall for any reason be held to be excessively broad as to duration, activity or subject, it shall be construed by limiting and reducing it, so as to be enforceable to the fullest extent compatible with then existing applicable law.

12. Assignment.

 The Company shall have the right to assign its rights and obligations under this Agreement to a party which assumes the Company's obligations hereunder. You (the end user) shall not have the right to assign his/her rights or obligations under this Agreement without the prior written consent of the Company. This Agreement shall be binding upon and inure to the benefit of the You (the end user)'s heirs and legal representatives in the event of his/her death or disability.

11. Headings. 

 Headings and subheadings are for convenience only and shall not be deemed to be a part of this Agreement.

12. Amendments. 

This Agreement may be amended or modified, in whole or in part, only by an instrument in writing signed by all parties hereto. Any amendment, consent, decision, waiver or other action to be made, taken or given by the Company with respect to the Agreement shall be made, taken or given on behalf of the Company only by authority of the Company’s Board of Directors.

13. Notices

 Any notices or other communications required hereunder shall be in writing and shall be deemed given when delivered in regular or registered mail, electronic messages, email or facsimile to You (the end user).

14. Counterparts.

 This Agreement may be executed in two or more counterparts, each of which shall constitute an original and all of which shall be deemed a single agreement.

15. Governing Law.

 This Agreement shall be construed in accordance with and governed for all purposes by the laws of California applicable to contracts executed and wholly performed within such jurisdiction. Any dispute arising hereunder shall be referred to and heard in only a court located in San Diego, CA.

18. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BOSU® FITNESS, LLC DBA WECKMETHOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD RELATING TO THE SUBJECT OF THIS AGREEMENT.

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                        RMT® ROPE TERMS OF AGREEMENT

 This Agreement (the "Agreement") is a legal contract between you (the end user) and BOSU Fitness, LLC DBA WeckMethod (hereinafter "Licensor"). By purchasing RMT® Ropes from our website or any third-party reseller, you agree to be bound by the terms of this Agreement. If you do not accept or agree with these terms, do not purchase RMT® Ropes (hereinafter “RMT® Ropes”). In this Agreement you are referred to as (“Licensee”).

The use of RMT® Ropes are strictly subject to the terms, conditions and restrictions set forth in this Agreement.

1. By purchasing RMT® Ropes you acknowledge that the Intellectual Property, Patents (pending or otherwise), Copyrights, Trademarks and Training Methodologies associated in any way with RMT® Ropes is the property of Licensor. If you are entering this Agreement on behalf of an organization, entity, or Licensor, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity.
2. In consideration of the mutual promises contained herein, and the payment to Licensor for the purchase of RMT® Ropes, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Intellectual property (patented or patent-pending) and training methodologies associated with the RMT® Ropes subject to the terms and conditions set forth below.
3. This license does not grant permission to use RMT® Ropes or any of the Intellectual Property, Copyrights, Methodologies, or Trademarks associated with RMT® Ropes as set forth in Section 4 of this Agreement.
4. Licensee agrees that it shall not use the RMT® Ropes or any Licensor Intellectual Property, Copyrights, Trademarks, Training Methodologies, associated with any Licensor Intellectual Property or Concepts, whether patented or not, in the manners described below:

(i) Without the expressed written consent of Licensor, placing images, videos, articles or any other public (or private) Content for the purpose of selling or reselling Licensor Products, Training Instruction, Training Protocols, exercises, education, or any other Licensor Content or Intellectual Property (whether patented or not) as a Service offering and/or any other form of monetization.

(ii) Without the expressed written consent of Licensor, placing Licensor’s Licensed Content on any Third-Party platform or outlet which is not directly owned and managed by Licensee, including, but not limited to, any Third-Party social media platforms, affiliate websites, ad platforms, affiliate partners and/or affiliate influencers.

(iii) Without the expressed written consent of Licensor, disassembling, decompiling, reverse engineering, translating, or otherwise decoding Licensor’s Intellectual Property or any Training Methodologies associated with Licensor, including but not limited to, incorporating in part, or as a whole, into an existing program of Service offering for sale and/ or any other form of monetization.

(iiii) Without the expressed written consent of the Licensor, providing any Service offering for sale of Licensor Instructional Training, including but not limited to, workshops, clinics, seminars, live trainings, online trainings or other which incorporate Licensor Intellectual Property and/or Training Methodologies. 

5. Upon Licensee's breach of any of the terms of this Agreement, Licensor will send a written notice of such breach, by regular or registered mail, email or facsimile to Licensee at Licensee's address. If Licensee fails to remedy the breach complained within fourteen (14) days of the date of mailing of the notice, this License Agreement will automatically be terminated by Licensor on day fifteen (15), meaning, the following day after the 14-day cure period expires.
6. Any continued use of RMT® Ropes’ Intellectual Property, Trademarks, Copyrights or Methodologies after the fourteen (14) day cure period expires is prohibited and will be considered willful and actionable as an act of infringement as set forth in Section 9 of this Agreement.
7. Licensee shall indemnify, hold harmless and defend BOSU Fitness, LLC, its subsidiaries (WeckMethod), affiliates, and its respective officers, directors, employees and agents from any and all liabilities, actual loss, damages, costs and expenses (including, without limitation, reasonable attorney's fees) incurred by BOSU Fitness, LLC and its subsidiaries that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a violation or other breach of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties set forth in this Agreement) or the negligence or willful misconduct of the Licensee.
8. The parties to this Agreement are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
9. Any use of RMT® Ropes in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes infringement, entitling BOSU Fitness, LLC DBA WeckMethod to exercise all rights and remedies available to it at law or in equity, including monetary damages against all users and beneficiaries of the use of said Intellectual Property, Trademarks, Copyrights or Training Methodologies. Licensee shall be responsible for any damages, including attorney fees, resulting from any such copyright infringement, including any claims by a third party.
10. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter herein.
11. This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties.
12. No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
13. Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14. If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
15. All notices required under this Agreement shall be sent (a) email or written letter (b) deemed to have been duly made and received when (i) personally served, (ii) delivered by commercially established courier service, or (iii) an email which is verified to be delivered and/or responded to by Licensee.

16. The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor's prior written consent. Licensor may assign this Agreement without Licensee's consent.
17. This Agreement shall be governed by and construed under the laws of the State of California without regard to any conflict of law provision. This Agreement is performable in whole or in part in San Diego County, California.
18. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD RELATING TO THE SUBJECT OF THIS AGREEMENT.

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            PROPULSE® SPEED TRAINERS TERM AND CONDITIONS

This Agreement (the "Agreement") is a legal contract between you (the end user) and BOSU Fitness, LLC DBA WeckMethod (hereinafter "Licensor"). By purchasing ProPulse® Trainers from our website or any third-party reseller, you agree to be bound by the terms of this Agreement. If you do not accept or agree with these terms, do not purchase ProPulse® Trainers (hereinafter “ProPulse® Trainers”). In this Agreement you are referred to as (“Licensee”).

The use of ProPulse® Trainers are strictly subject to the terms, conditions and restrictions set forth in this Agreement.

1. By purchasing ProPulse® Trainers you acknowledge that the Intellectual Property, Patents (pending or otherwise), Copyrights, Trademarks and Training Methodologies associated in any way with ProPulse® Trainers is the property of Licensor. If you are entering this Agreement on behalf of an organization, entity, or Licensor, then that entity is bound to the license granted and the restrictions and limitations detailed herein (and such entity or organization is included in the term "Licensee") regardless of your future employment and/or relationship with such entity.
2. In consideration of the mutual promises contained herein, and the payment to Licensor for the purchase of ProPulse® Trainers, Licensor hereby grants to Licensee a non-exclusive, non-transferable license to use the Intellectual property (patented or patent-pending) and training methodologies associated with the ProPulse® Trainers subject to the terms and conditions set forth below.
3. This license does not grant permission to use ProPulse® Trainers or any of the Intellectual Property, Copyrights, Methodologies, or Trademarks associated with ProPulse® Trainers as set forth in Section 4 of this Agreement.
4. Licensee agrees that it shall not use the ProPulse® Trainers or any Licensor Intellectual Property, Copyrights, Trademarks, Training Methodologies, associated with any Licensor Intellectual Property or Concepts, whether patented or not, in the manners described below:

(i) Without the expressed written consent of Licensor, placing images, videos, articles or any other public (or private) Content for the purpose of selling or reselling Licensor Products, Training Instruction, Training Protocols, exercises, education, or any other Licensor Content or Intellectual Property (whether patented or not) as a Service offering and/or any other form of monetization.

(ii) Without the expressed written consent of Licensor, placing Licensor’s Licensed Content on any Third-Party platform or outlet which is not directly owned and managed by Licensee, including, but not limited to, any Third-Party social media platforms, affiliate websites, ad platforms, affiliate partners and/or affiliate influencers.

(iii) Without the expressed written consent of Licensor, disassembling, decompiling, reverse engineering, translating, or otherwise decoding Licensor’s Intellectual Property or any Training Methodologies associated with Licensor, including but not limited to, incorporating in part, or as a whole, into an existing program of Service offering for sale and/ or any other form of monetization.

(iiii) Without the expressed written consent of the Licensor, providing any Service offering for sale of Licensor Instructional Training, including but not limited to, workshops, clinics, seminars, live trainings, online trainings or other which incorporate Licensor Intellectual Property and/or Training Methodologies.  

5. Upon Licensee's breach of any of the terms of this Agreement, Licensor will send a written notice of such breach, by regular or registered mail, email or facsimile to Licensee at Licensee's address. If Licensee fails to remedy the breach complained within fourteen (14) days of the date of mailing of the notice, this License Agreement will automatically be terminated by Licensor on day fifteen (15), meaning, the following day after the 14-day cure period expires.
6. Any continued use of ProPulse® Trainers’ Intellectual Property, Trademarks, Copyrights or Methodologies after the fourteen (14) day cure period expires is prohibited and will be considered willful and actionable as an act of infringement as set forth in Section 9 of this Agreement.
7. Licensee shall indemnify, hold harmless and defend BOSU Fitness, LLC, its subsidiaries (WeckMethod), affiliates, and its respective officers, directors, employees and agents from any and all liabilities, actual loss, damages, costs and expenses (including, without limitation, reasonable attorney's fees) incurred by BOSU Fitness, LLC and its subsidiaries that arise out of any claim, demand, suit, action, encumbrance, deficiency, or proceeding brought by a third party that involves, relates to or concerns a violation or other breach of any of the provisions of this Agreement (including, without limitation, any of the representations or warranties set forth in this Agreement) or the negligence or willful misconduct of the Licensee.
8. The parties to this Agreement are independent contractors. Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representation, or employment relationship between the parties. Neither party has authority to make or accept any offers or representations on behalf of the other party.
9. Any use of ProPulse® Trainers in a manner not expressly authorized by this Agreement or in breach of a term of this Agreement constitutes infringement, entitling BOSU Fitness, LLC DBA WeckMethod to exercise all rights and remedies available to it at law or in equity, including monetary damages against all users and beneficiaries of the use of said Intellectual Property, Trademarks, Copyrights or Training Methodologies. Licensee shall be responsible for any damages, including attorney fees, resulting from any such copyright infringement, including any claims by a third party.
10. This Agreement sets forth the entire agreement between the parties and supersedes any and all prior proposals, agreements or communications, written or oral, of the parties with respect to the subject matter herein.
11. This Agreement may not be modified, altered or amended, except by written instrument duly executed by both parties.
12. No failure or delay by either party in exercising any right hereunder will operate as a waiver thereof.
13. Any attempt by Licensee to assign this Agreement other than as permitted above will be null and void. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14. If any provision of this Agreement is found to be invalid or unenforceable by an arbitrator or a court of competent jurisdiction, the remaining portions shall remain in full force and effect.
15. All notices required under this Agreement shall be sent (a) email or written letter (b) deemed to have been duly made and received when (i) personally served, (ii) delivered by commercially established courier service, or (iii) an email which is verified to be delivered and/or responded to by Licensee. 

16. The rights and obligations set forth in this Agreement may not be assigned or otherwise transferred without Licensor's prior written consent. Licensor may assign this Agreement without Licensee's consent.
17. This Agreement shall be governed by and construed under the laws of the State of California without regard to any conflict of law provision. This Agreement is performable in whole or in part in San Diego County, California.
18. YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN YOU AND BOSU FITNESS, LLC DBA WECKMETHOD RELATING TO THE SUBJECT OF THIS AGREEMENT.