MEMBERSHIP AGREEMENT
PART 1 - MEMBERSHIP, PROGRAMME, PAYMENT AND GUARANTEE
MEMBERSHIP OVERVIEW AND LICENCE TYPES
1.1 The Membership Overview is the plan information published on our website and shown in the platform at the time you buy, renew or upgrade, setting out what each membership costs and what it includes. It forms part of this Contract, together with the enrolment page, any written offer and your order confirmation.
The price you agree is recorded against your membership and does not change during a term you have already paid for. What the Programme includes may change during your term in accordance with Clauses 1.4 and 3.2. On renewal, the plan information then published applies.
1.2 These Terms apply to every membership we offer, operated by Gymnastics Growth Limited (company number 13031738), registered office Third Floor, 207 Regent Street, London, W1B 3HH, trading as Nick Ruddock Gymnastics ("we", "us" or "our").
At the date of these Terms those memberships are the Gymnastics Leaders Programme ("GL"), the Gymnastics Growth Academy ("GGA") and any GymnasticsOS® membership we make available. Each is referred to in these Terms as the "Programme", and these Terms apply to any further membership we introduce unless we publish separate terms for it. What a particular membership includes, and the licence type on which it is granted, are set out in the Membership Overview applicable to it.
1.3 The Programme may be purchased through a variety of membership structures, subscription arrangements or payment plans as specified within the Membership Overview.
1.4 Licence Types and Membership Cohorts
(a) A membership is granted either as a single-user licence or as an organisational licence, as specified in the Membership Overview applicable to it. A single-user licence is granted on a strict single-user basis: access is limited to one named individual user and may not be shared with any other person.
(b) A single-user licence may be purchased either by an individual in their personal capacity or by an organisation on behalf of a named individual user. Regardless of who pays, the licence remains limited to one named user.
(c) An organisational licence permits access for authorised users within the purchasing organisation, subject to any limits specified in the Membership Overview. An authorised user is an employee, worker, volunteer or contractor of the organisation who uses the Programme for that organisation's purposes.
Each authorised user occupies one seat. A seat is occupied when a person is linked to the organisation's account and is freed when that link ends, and a freed seat may be reallocated. The platform will not permit more people to be added than the licence allows: where every seat is occupied, no further person may be added until a seat is freed or additional seats are purchased.
Each seat is for one named person. Sharing a single seat between two or more people, or sharing account access, is a breach of this Agreement and of our Acceptable Use Policy, which sets out what follows from it.
(d) At the date of these Terms, Gymnastics Growth Academy is available as both a single-user licence and an organisational licence, and Gymnastics Leaders is available as an organisational licence. Where we make a GymnasticsOS membership available, the licence types on which it is offered will be set out in its Membership Overview and these Terms will apply to it.
(e) Licence scope is defined by the Programme purchased. Access rights for one Programme do not automatically extend to another Programme unless expressly included.
(f) We may offer different membership benefits, coaching entitlements, onboarding processes, service levels, pricing structures, programme inclusions and support arrangements to different membership cohorts.
(g) Such cohorts may include, without limitation, legacy members, grandfathered members, lifetime members, promotional cohorts, annual members, monthly members and future membership groups.
(h) The benefits applicable to a Member shall be those communicated and agreed at the time of enrolment, purchase, upgrade or written variation.
(i) The Programme evolves. We may add, change, withdraw or replace content, sessions, features, tools and benefits at any time, including in respect of existing Members, and we are not obliged to continue providing anything we have decided to discontinue.
(j) Where we withdraw something that is material to a membership during a paid term, we will either provide a reasonable equivalent or, where we are unable to do so, permit the Member to cancel the remainder of that term and refund the unused portion. This is the extent of our obligation in respect of a change to the Programme.
Whether a replacement is a reasonable equivalent is determined by us acting reasonably. A Member who does not accept it may instead cancel the remainder of the term and receive a refund of the unused portion, by writing to support@gymnasticsos.com within thirty (30) days of being notified of the change.
(k) Pricing or benefits described as legacy or grandfathered are preserved only where we have expressly agreed so in writing, and only to the extent and for the period that agreement states. No other benefit is preserved beyond the current membership term. Written agreement for this purpose includes the order confirmation or checkout page recording the price and inclusions on which you joined.
(l) A lifetime membership is one paid for by a single payment, with no renewal and no further fee. It continues for as long as we provide the Programme it relates to. It is not a guarantee that the Programme will be provided indefinitely. Where we discontinue a Programme to which a lifetime membership relates, we will give at least six (6) months' notice and will provide a reasonable equivalent where we are able to do so.
(m) A single-user licence is personal to the named individual and cannot be transferred to another person, including where an organisation funded it and that individual ceases to work for the organisation. Only one named user may hold a licence at any time.
1.5 Only the services and benefits expressly listed within the Membership Overview, enrolment materials or written offer applicable to the Member are included within the Programme.
APPLICATION OF TERMS AND ACCEPTANCE
2.1 The Contract is formed when these Terms are accepted either by:
(a) an organisation signing electronically;
(b) an individual purchasing directly;
(c) an authorised user accepting these Terms during digital registration; or
(d) a Member completing the enrolment process through any payment, registration or agreement mechanism approved by us.
2.2 By signing or accepting these Terms, you confirm that you have read, understood and agree to be bound by them.
2.3 Organisational Acceptance
Where an organisation purchases an organisational licence, the organisation enters into this Agreement as the contracting party and is responsible for payment and compliance with these Terms.
2.4 Individual Acceptance (Single-User Licence)
Where a single-user licence is purchased, the named individual user enters into this Agreement in their personal capacity regardless of whether payment is made by that individual or by an organisation on their behalf.
2.5 Authorised User Acceptance (Organisational Access)
Where an individual accesses the Programme as an authorised user under an organisational licence, that individual enters into a direct agreement with us upon accepting these Terms and is personally bound by them in addition to the purchasing organisation.
2.6 Joint and Several Responsibility
Authorised users are individually responsible for complying with these Terms. The purchasing organisation remains responsible for ensuring compliance by its authorised users and shall be jointly and severally liable for breaches arising from their use of the Programme.
2.7 These Terms should be read in conjunction with our Privacy Policy, Terms of Use, Acceptable Use Policy and Data Processing Addendum. Where there is conflict between them, the document most specific to the issue shall prevail, save that in relation to data protection matters the DPA shall take precedence.
2.8 This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions, representations or understandings.
2.9 Nothing in this Agreement excludes or limits statutory rights applicable to consumers under mandatory law.
2.10 Minimum Age
Members and authorised users must be aged 16 or over. A GymnasticsID is required in order to access the Programme, and our Terms of Use govern its creation and use.
THE PROGRAMME
3.1 The Programme shall be delivered through a combination of pre-recorded digital content, live coaching sessions, workshops, webinars, implementation sessions, assessments, community engagement opportunities and, where applicable, onboarding sessions and individual coaching sessions.
3.2 Programme content, resources, frameworks, certifications, tools and materials may be amended, updated, expanded, withdrawn or replaced from time to time.
3.3 Access to digital content is provided only during an active membership period unless otherwise stated in writing.
3.4 Session dates, times, speakers, formats and delivery methods may change with reasonable notice.
3.5 Missed sessions are non-refundable.
3.6 Certain Programme benefits may vary between membership cohorts, pricing plans, promotional offers, grandfathered memberships and future membership structures. Members shall receive the benefits applicable to their membership cohort as communicated at the time of enrolment.
3.7 Leadership Assessment and Onboarding
Where included within the Member's enrolment package, we may provide a Leadership Assessment and Onboarding Session designed to identify opportunities, priorities, challenges and implementation goals relevant to the Member and their organisation.
3.8 Coaching and Mentoring
Any coaching, mentoring, consulting, feedback, recommendations, observations or guidance provided through the Programme are intended solely for educational and professional development purposes.
3.9 No Professional Advice
Nothing within the Programme constitutes legal, medical, safeguarding, employment law, human resources, commercial, financial, tax, regulatory, compliance, safety, therapeutic or risk management advice.
3.10 No Guaranteed Outcomes
Whilst we aim to provide significant value, support and guidance, we do not guarantee any specific organisational, operational, staffing, cultural, financial or performance outcomes arising from participation in the Programme.
3.11 Recording of Sessions
We may record Programme sessions, webinars, workshops, onboarding sessions and coaching activities for educational, operational, support, quality assurance and service delivery purposes. Recordings are made by us and remain our property. Members and authorised users must not make their own recordings, as set out in Clause 3.14.
3.12 AI-Assisted Services
We may utilise trusted third-party technologies, including artificial intelligence ("AI") tools, to transcribe, summarise, organise and analyse Programme-related information in accordance with this Agreement, our Privacy Policy and the Data Processing Addendum where applicable.
3.13 The lawful basis for that recording, transcription and AI-assisted processing, and your right to object to it or to request deletion, are set out in our Privacy Policy.
3.14 Restrictions on recording Programme content, and on the material you may upload or share, are set out in our Acceptable Use Policy and Terms of Use.
3.15 The Programme may utilise third-party providers including payment processors, video conferencing platforms, communication tools, hosting providers, cloud storage providers, analytics providers and AI service providers.
3.16 You are responsible for maintaining the security of access to your account.
3.17 Access must not be shared, transferred or used by any person other than authorised users permitted under the purchased licence.
3.18 We may suspend or terminate access where we reasonably believe unauthorised sharing or misuse has occurred.
3.19 Where delivered at third-party venues, Members agree to comply with venue rules and accept responsibility for their own belongings and conduct.
PAYMENT AND SUBSCRIPTION TERMS
4.1 Fees are as set out within the Membership Overview.
4.2 Monthly Membership
Monthly memberships operate as recurring subscriptions and automatically renew until cancelled.
4.3 Annual Membership
Annual memberships operate as fixed-term commitments for the duration specified within the Membership Overview.
4.4 Instalment Plans
Where a Member elects to pay via an instalment plan, the instalment plan represents a payment mechanism for a fixed-term membership commitment and not a monthly rolling subscription.
4.5 By selecting an instalment plan, the Member agrees to pay all instalments due for the applicable membership term regardless of usage, attendance, participation, cancellation or early withdrawal from the Programme. This clause does not affect any statutory cancellation or refund right available to a Member who is a consumer, and does not apply where the Member cancels under Clause 1.4(j), in which case no further instalments fall due and the unused portion is refunded.
4.6 Failure to utilise the Programme shall not relieve a Member of their payment obligations.
4.7 Payments are processed through approved third-party payment providers.
4.7.1 Fees are charged in the currency stated at checkout, and that currency governs your payment obligations. We are not responsible for exchange rates, conversion charges or fees applied by your bank or card provider.
4.7.2 Where you pay by Direct Debit, the Direct Debit Guarantee applies and we will give you advance notice of the amount and date of each collection in accordance with the scheme rules.
4.7.3 Where we change the price of a membership, we will give you at least thirty (30) days' written notice before the change takes effect. A price change applies from your next renewal and not during a term you have already paid for. If you do not wish to continue at the new price, you may cancel before it takes effect.
4.7.4 Where we move your payment from one provider to another, for example on migration to a new payment platform, we will notify you in advance. Moving your payment method does not change your price, your membership or these Terms, and does not constitute a new agreement.
4.8 If payment fails or becomes overdue, we may suspend access until payment is brought up to date.
4.9 All payments are non-refundable except where required by law, where Clause 1.4(j) applies, or where the Member qualifies under the Gymnastics Leaders Guarantee described in Clause 5.
4.10 Overlapping Memberships
Where we identify that you are paying for a membership you already receive as part of another membership or an organisational licence, we will notify you, both within the platform and by contacting you, so that you may cancel the one you no longer require. Cancelling it remains your responsibility, and we are not obliged to refund payments already taken on an overlapping membership.
CONSUMER CANCELLATION AND GYMNASTICS LEADERS GUARANTEE
5.1 Consumers may have statutory cancellation rights under applicable consumer legislation.
5.2 To exercise such rights, written notice must be provided to support@gymnasticsos.com.
5.3 Where digital content, services or membership access has commenced during any statutory cancellation period, cancellation rights may be reduced or lost to the extent permitted by law.
5.4 This section applies only where required by applicable consumer law.
5.4.1 By completing your purchase you agree that access begins immediately and acknowledge that, once it does, your statutory right to cancel is lost to the extent permitted by law.
5.4.2 Other than under the Guarantee below, under Clause 1.4(j), or where the law requires it, memberships are not refundable in whole or in part, and we do not provide pro-rata refunds on cancellation part-way through a paid term.
5.5 Gymnastics Leaders 90-Day Implementation Guarantee
In addition to any statutory rights, eligible Members may apply for a refund under the Gymnastics Leaders 90-Day Implementation Guarantee.
5.6 To qualify, the Member must:
(a) complete any onboarding requirements applicable to their membership;
(b) attend live coaching sessions where reasonably available or watch recordings where attendance is not possible;
(c) actively engage with Programme resources and materials;
(d) implement recommendations, frameworks, actions or strategies relevant to their organisation;
(e) demonstrate reasonable and genuine participation in the Programme;
(f) submit a written explanation outlining why the Programme has failed to deliver value despite implementation efforts.
5.7 Refund requests must be submitted within ninety (90) days of enrolment.
5.8 We reserve the right to request evidence of participation, engagement and implementation when assessing eligibility.
5.9 The Guarantee is intended to protect Members who have made a genuine effort to participate and implement the Programme and is not available where participation, engagement or implementation has been minimal, unreasonable or absent.
5.10 Any decision regarding eligibility shall be made reasonably and in good faith.
PART 2 - CONFIDENTIALITY, RESPONSIBILITIES, COMMUNITY STANDARDS, INTELLECTUAL PROPERTY, TERMINATION AND LIABILITY
CONFIDENTIALITY BETWEEN MEMBERS
6.1 During participation in the Programme, Members may receive confidential information relating to us, the Programme, other Members, organisations, staff, businesses or participants.
6.2 Members agree not to disclose, share, distribute or otherwise communicate confidential information obtained through the Programme without appropriate consent unless required by law.
6.3 Members agree not to use confidential information obtained through the Programme for commercial advantage, competitive purposes or any purpose unrelated to their participation in the Programme.
6.4 The obligations contained within this section shall continue after termination of membership.
NATURE OF THE PROGRAMME AND MEMBER RESPONSIBILITIES
7.1 Members remain solely responsible for the decisions they take, the actions they implement, and the operational and organisational outcomes arising from their participation in the Programme. The nature and limits of the Programme itself are set out in Clauses 3.8 to 3.10.
7.2 We do not supervise coaching activities, staff, volunteers, athletes, contractors or any activities undertaken by the Member or their organisation.
7.3 Safeguarding, athlete welfare, health and safety, employment obligations, regulatory compliance and legal compliance remain entirely the responsibility of the Member and their organisation.
7.4 Participation in the Programme does not create any duty of care between us and a Member's athletes, staff, volunteers, contractors, customers or service users.
7.5 No partnership, joint venture, employment relationship, agency relationship or fiduciary relationship is created by participation in the Programme.
7.6 The effectiveness of the Programme depends upon Member participation, implementation and engagement.
7.7 Results are influenced by numerous factors outside our control and responsibility for implementation remains solely with the Member and their organisation.
7.8 Organisational Reporting
We may provide the purchasing organisation with reporting relating to its authorised users, comprising whether an account is active, when it was last used, participation in Programme content and certification status, for the purposes of professional development, participation tracking, certification monitoring and internal organisational development.
Such reporting is limited to an authorised user's activity as part of that organisation. It does not extend to their private messages, to their personal notes and content, or to any membership or purchase held outside that organisation.
One item is broader in scope. The time an authorised user was last active is recorded for their account as a whole rather than per organisation, and is visible to other members of their club as well as to administrators. It shows when the platform was last used, not what was done. Our Privacy Policy explains this in full.
7.9 Authorised users acknowledge and agree to such reporting.
7.10 Voluntary Document Review
Where Members voluntarily provide policies, procedures, contracts, handbooks, documents, systems or other materials for review, Members confirm that they have authority to share such materials and remain responsible for ensuring compliance with confidentiality obligations, intellectual property rights and applicable laws.
7.11 Content Restrictions
The restrictions in our Terms of Use and Acceptable Use Policy concerning information about children, photographs and video of children, and medical, safeguarding and disciplinary records apply to Members and authorised users in full.
COMMUNITY STANDARDS
8.1 The standards of conduct expected of Members and authorised users are set out in our Acceptable Use Policy, which forms part of this Agreement.
8.2 We may remove content, restrict participation, suspend access or terminate membership where conduct breaches that Policy or is reasonably considered detrimental to the Programme, its participants or its reputation.
8.3 Decisions made under this section shall be exercised reasonably and in good faith.
CERTIFICATIONS
9.1 Certifications issued within the Programme are internal recognitions and are not externally accredited unless expressly stated in writing.
9.2 Certification does not confer any licence, regulated qualification, legal authority or professional designation.
9.3 We retain sole discretion regarding certification requirements, pass standards and assessment outcomes.
9.4 A certification awarded to a Member remains theirs, including after termination of membership. Certification may be revoked where the certification itself was obtained dishonestly, including where an assessment was not the Member's own work, the evidence submitted in support of it was falsified, or the Member misrepresented their identity or eligibility in obtaining it.
9.5 Certification does not guarantee competence, employability, promotion, professional performance or organisational outcomes.
9.6 Certification titles, logos, badges and recognition marks may not be used in any manner that implies governmental approval, regulatory status, governing body endorsement or formal qualification status unless expressly authorised in writing.
INTELLECTUAL PROPERTY
10.1 All intellectual property rights relating to the Programme, including content, frameworks, models, methodologies, assessments, certifications, documents, resources, recordings, presentations, systems, graphics, templates and materials remain our exclusive property.
10.2 A limited, non-exclusive, non-transferable and revocable licence is granted strictly in accordance with the licence type purchased.
10.3 Members may use Programme materials for their own personal or internal organisational development purposes only.
10.4 Materials may not be reproduced, distributed, sub-licensed, resold, published, commercially exploited or made available to third parties without prior written consent.
10.5 Access beyond the permitted licence scope constitutes a material breach of this Agreement and may constitute intellectual property infringement.
10.6 Members must not sell, market, promote or offer products or services to other Members except as permitted by our Acceptable Use Policy, which sets out the scope of this restriction.
TERM AND TERMINATION
11.1 Monthly memberships may be cancelled in accordance with the Membership Overview and applicable payment terms.
11.1.1 A cancellation takes effect at the end of the period you have already paid for. You keep access until that date, no further payment is taken, and the membership then ends. We will confirm the date on which your access will end.
11.1.2 Cancelling a membership is not the same as deleting your account. Cancelling ends the membership and its billing; your GymnasticsID remains, and any certification you have earned stays on your record. Deleting your GymnasticsID is a separate request, and our Privacy Policy explains what happens to your information if you make one.
11.2 Fixed-term memberships remain in force for the agreed membership period unless terminated in accordance with this Agreement.
11.3 Either party may terminate this Agreement immediately in the event of serious breach, fraud, insolvency, unlawful conduct or conduct bringing the other party into serious disrepute.
For this purpose, conduct bringing a party into serious disrepute means conduct that is dishonest, unlawful or abusive, or which a reasonable person would consider seriously damaging to that party's reputation.
11.4 We may suspend or terminate access without refund where a Member materially breaches this Agreement. Our Terms of Use set out what constitutes a material breach.
11.5 We may suspend access where payment remains outstanding.
11.6 Termination shall not affect accrued rights, obligations, liabilities or payment commitments arising prior to termination.
11.7 Any instalment payment obligations relating to a fixed-term membership commitment shall survive termination unless otherwise required by law.
FORCE MAJEURE
12.1 We shall not be liable for delay, interruption or failure to perform our obligations where such delay or failure results from circumstances beyond our reasonable control.
12.2 Such circumstances include, but are not limited to, illness, natural disasters, fire, flood, governmental action, war, civil unrest, labour disputes, internet outages, telecommunications failures, cyber incidents, third-party platform failures and utility interruptions.
12.3 Obligations affected by a force majeure event shall be suspended for the duration of the event.
LIMITATION OF LIABILITY
13.1 Nothing within this Agreement excludes liability for death or personal injury caused by negligence, fraud or any liability that cannot legally be excluded or limited.
13.2 Subject to Clause 13.1, we shall not be liable for loss of profits, loss of revenue, loss of business opportunity, loss of anticipated savings, loss of goodwill, reputational damage, employment disputes, safeguarding matters, athlete injuries, regulatory investigations, implementation decisions or indirect or consequential losses arising from participation in the Programme.
13.3 Subject to Clause 13.1, our total aggregate liability arising under or in connection with this Agreement shall be limited to the total fees paid by the Member during the twelve (12) months immediately preceding the event giving rise to the claim.
13.3.1 Where a claim arises partly under this Agreement and partly under our Terms of Use, this Clause 13.3 applies to the claim as a whole and the monetary cap in the Terms of Use does not additionally apply. Where the two would give different limits, the higher applies.
13.4 Members agree to notify us promptly of any dispute, complaint or claim and to provide reasonable opportunity to investigate and resolve the matter.
13.5 This clause does not apply to a Member who is a consumer. A consumer retains the full statutory limitation periods available to them.
13.6 Where the Member is not a consumer, and to the fullest extent permitted by law, claims arising under this Agreement must be brought within six (6) months of the event giving rise to the claim.
PART 3 - GENERAL TERMS, DATA PROTECTION AND DATA PROCESSING ADDENDUM
VARIATION
14.1 We may update, amend or vary these Terms from time to time where reasonably necessary to reflect changes in law, regulation, technology, business operations, Programme delivery or service offerings.
14.2 We shall provide reasonable notice of material changes.
14.3 Where a change is not material, continued participation in the Programme following notice shall constitute acceptance of the revised Terms. Where a change is material, we will ask you to accept the revised Terms before you continue to use the Programme.
14.4 Variation of these Terms does not limit our right to change the Programme under Clauses 1.4 and 3.2. Where we have expressly agreed in writing to preserve particular pricing or benefits for a Member, we will not remove them by variation of these Terms.
ASSIGNMENT
15.1 Members may not assign, transfer, delegate or otherwise dispose of any rights or obligations arising under this Agreement without our prior written consent, and no membership may be transferred to another person.
15.2 We may assign, transfer, subcontract, novate or otherwise deal with our rights and obligations under this Agreement at any time, including on an acquisition or restructuring. We will notify you where we do so, and your rights under this Agreement will not be diminished by any such assignment.
SEVERABILITY
16.1 If any provision of this Agreement is found to be invalid, unlawful or unenforceable, that provision shall be severed from the remainder of the Agreement.
16.2 The remaining provisions shall continue in full force and effect.
THIRD PARTY RIGHTS
17.1 Except as expressly stated otherwise, no person who is not a party to this Agreement shall have any right to enforce any provision under the Contracts (Rights of Third Parties) Act 1999.
DISPUTE RESOLUTION AND GOVERNING LAW
18.1 This Agreement shall be governed by and interpreted in accordance with the laws of England and Wales.
18.2 The parties agree to attempt to resolve disputes through good-faith discussion and negotiation before commencing formal proceedings.
18.3 Where a dispute cannot be resolved informally, the courts of England and Wales shall have exclusive jurisdiction unless otherwise required by applicable law.
18.4 Nothing within this Agreement prevents either party from seeking injunctive or equitable relief where necessary to protect confidential information, intellectual property rights or legitimate business interests.
SURVIVAL
19.1 The following provisions shall survive termination of this Agreement:
(a) Confidentiality;
(b) Intellectual Property;
(c) Licence Restrictions;
(d) Payment Obligations;
(e) Limitation of Liability;
(f) Data Protection;
(g) Dispute Resolution;
(h) Any accrued rights or liabilities existing at the date of termination.
DATA PROTECTION
20.1 Each party shall comply with all applicable data protection laws, including the UK General Data Protection Regulation, the Data Protection Act 2018 and any legislation replacing or supplementing them.
20.2 Where we process personal data as a Data Controller, such processing shall be governed by our Privacy Policy.
20.3 Where we process personal data on behalf of a Member Club, such processing shall be governed by the Data Processing Addendum forming part of this Agreement.
20.4 The Member Club warrants that it has an appropriate lawful basis for providing personal data to us and has provided all required privacy information to affected individuals.
20.5 Authorised users acknowledge that the reporting described in Clause 7.8 may be provided to the purchasing organisation in accordance with this Agreement.
20.6 Programme participation may involve the processing of personal data relating to coaching sessions, onboarding activities, surveys, assessments, benchmarking exercises, programme engagement, communications and other information voluntarily provided by Members.
20.7 We may retain records, recordings, transcripts, coaching notes, assessments, surveys and programme participation information for a reasonable period following termination where necessary for legal, operational, support, audit, reporting, service improvement or legitimate business purposes.
20.8 Additional processing obligations applicable to Controller-Processor relationships are set out in the Data Processing Addendum ("DPA"), which forms part of this Agreement.