Terms of Use

Last Updated: August 3, 2026

IMPORTANT

This Terms of Use (“TOU” or “TERMS”) is between Transforming Research Into Action to Improve the Lives of Students, a Michigan-based 501(c)(3) charitable organization (“TRAILS”, “we”, “us”, “our”) and you (“you”, “your”). Our mission is to increase equitable access to effective mental health care for students experiencing the highest mental health needs. To accomplish this, TRAILS provides evidence-based mental health resources, training, and implementation support for educators and school staff through our on-line TRAILS website (at www.trailstowellness.org) and corresponding platforms (collectively, “Platform”), and related services. Related services include, without limitation, modules and pathways, reports, questionnaires and surveys, speaking engagements, conferences, trainings, and other program offerings (collectively, “Services”). Through TRAILS Platform and Services, we provide access to various content, including, without limitation, software, technology, and related materials (collectively, “Content”).

This document describes the terms that govern the access or use of TRAILS Platform, Services, or Content.

By signing up for a TRAILS account, whether for free or through a subscription, or otherwise by accessing or using our Platform, Services, or Content, you acknowledge that you have read, understood, and agree to be legally bound by, without modification, all terms and conditions of the Terms of Use and Privacy Notice (at trailstowellness.org/privacy-policy) (collectively, “Agreement”), and any applicable laws and regulations. If you do not agree to the Agreement, you must refrain from signing up for a TRAILS account, or otherwise accessing or using the Platform, Services, or Content.

DISPUTE RESOLUTION. PLEASE BE AWARE THAT THIS AGREEMENT CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND TRAILS, INCLUDING, IN SECTION 16.7, AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES, AS DEFINED IN SECTION 16.7, BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION. SECTION 16.7 ALSO CONTAINS CLASS ACTION AND JURY TRIAL WAIVER. READ SECTION 16.7 AND 16.8 CAREFULLY.

If you are signing up for a TRAILS account or otherwise accessing or using the Platform, Services, or Content on behalf of an organization, you represent, warrant, and confirm that you have the authority to bind the organization or legal entity to the Agreement and, in such event, acknowledge and agree that “you” and “your” will refer and apply to you and the organization or other legal entity on whose behalf you are acting.

In the event of any conflict between the Agreement and a separately executed written contract between TRAILS and you or your affiliated organization, the terms of the signed written contract shall control and supersede this Agreement solely with respect to the subject matter in conflict, without otherwise limiting the applicability of remaining Terms.

1.0 Access

We reserve the right to suspend, restrict, or terminate access to the Platform, Services, or Content at any time, with or without cause, including at the end of your subscription or for any breach of these Terms. We may modify, remove, or discontinue any or all features of the Platform, Services, or Content at any time. We will not be liable to you for any losses or damages you may suffer as a result of or in connection with the Platform, Services, or Content being inaccessible, modified, removed, or otherwise discontinued. Additionally, we will not be responsible for issuing any refunds as a result of or in connection with the Platform, Services, or Content being inaccessible, modified, removed, or otherwise discontinued.

When you access or use the Platform, Services, or Content, you are bound to the Agreement and therefore must comply with all terms of the Agreement.

2.0 Eligibility

By signing up for a TRAILS account, or otherwise by accessing or using TRAILS Platform, Services, or Content, you hereby represent and warrant, to and for the benefit of us and each of our officers, directors, supervisors, members, employees, agents, contractors, service providers, representatives, subsidiaries, and affiliates that (a) you have not been previously suspended or otherwise blocked from accessing or using the Platform, Services, or Content; (b) your access and use complies with any and all applicable laws and regulations; (c) you have not and will not engage in any of the prohibited activity listed in Section 3; (d) you are at least 18 years of age or, if outside the United States, the minimum age in your country required to consent; and (e) you have provided and will provide accurate, current, and complete information including information required to register your account.

3.0 Using the Platform, Services, and Content

Access and use of the Platform, Services, and Content, as well as the technology used to provide them, must only be used for non-commercial purposes and only in accordance with the TERMS.

By accessing or using the Platform, Services, or Content, you agree not to engage in, or attempt to engage in, activity that:

Breaches the Agreement;
Involves inputting, uploading, or sharing data of any kind for students under the age of 18, including personally identifiable information about individual students;
Involves inputting, uploading, or sharing personally identifiable information about any individual who has not consented to its submission through the Platform or Services;
Infringes on or violates any copyright, trademark, service mark, patent, right of publicity, right of privacy, or other proprietary or intellectual property rights under the law;
Interferes with or compromises the integrity, security, or proper functioning of any TRAILS computer, server, network, personnel device, or other information technology system. This includes, without limitation, the deployment of viruses or denial of service attacks, or the unauthorized access to or use of the Platform, Services, or Content, or any accounts, computers, or networks owned, operated, or related to TRAILS;
Defrauds us or any other person or entity, including by providing false, inaccurate, or misleading information. This includes, without limitation, perpetrating a hoax or engaging in phishing schemes or forgery or other similar falsification or manipulation of data;
Violates any law or regulation, or which would place TRAILS in violation of any applicable law or regulation, including, without limitation, Family Educational Rights and Privacy Act of 1974 (FERPA) and Children's Online Privacy Protection Act (COPPA);
Abuses, harasses, stalks, threatens, disparages, defames, or otherwise harms others or violates their legal rights;
Modifies or alters the Agreement without express written authorization from TRAILS;
Involves reselling or charging others for the access to or use of the Platform, Services, or Content, either directly or indirectly;
Results in accessing or using the Platform, Services, or Content in any jurisdiction where doing so violates the jurisdiction’s law, statute, regulation, or other legal directive.

Without limiting any other terms of this Agreement or any other remedies TRAILS may have, in event of any violations of this section, TRAILS reserves the right to immediately suspend, restrict, or terminate your account and all content associated with it.

4.0 Updates

We may update the TERMS or Agreement from time to time. You will be bound by the updated version of the TERMS (a) once you are informed upon logging in to your account or (b) 30 days after we publish the updated TERMS (whichever is sooner). Your continued access to or use of Platform, Services, or Content after the effective date of any updated TERMS constitutes acceptance of the Agreement. Disputes will be resolved under the version of the Agreement in effect at the time of the dispute.

5.0 Intellectual Property

The Platform, Services, and Content contain materials provided by or on behalf of us and are protected under both United States and foreign laws. Unauthorized access or use of the Platform, Services, and Content may violate copyright, trademark, and other intellectual property rights or laws. You have no rights in or to the Platform, Services, and Content, and you will not access or use the same except as permitted under this Agreement. No other access or use is permitted without prior written consent from us. You must retain all copyright and other proprietary or legal notices contained in the originals. You may not sell, transfer, assign, license, sublicense, modify, reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise access or use the Platform, Services, or Content in any way for any commercial purpose.

If you violate any part of this TOU, your permission to access or use the Platform, Services, or Content automatically terminates and you must immediately destroy any copies you have made and any derivative works.

TRAILS began as a program within the University of Michigan. Certain TRAILS materials have the following copyright that spans 2013-2022: © Copyright 2013-2021 The Regents of the University of Michigan. All Rights Reserved.

6.0 User-Provided Input

When accessing or using the Platform, Services, or Content, you may provide information to us including, without limitation, Platform analytics (for example, login frequency, progress and completion of modules, searches, and resources viewed), organization affiliation, responses to modules, and feedback (both targeted and generally), (collectively, “User Input”). You are responsible for all User Input and agree to abide by all applicable laws and regulations and this Agreement. By accessing and using the Platform, Services, or Content, you represent and warrant that you have all rights, licenses, and permissions needed to provide User Input.

By accessing or using the Platform, Services, or Content, you grant us a non-exclusive, royalty- free license to use and store data to improve upon any Services or Content, for any enhancement of the Platform, and any other valid business purpose. For example, we may use or store User Input to ensure compliance with applicable laws, enforce the TERMS or Agreement, keep the Platform, Services, or Content safe, or provide, maintain, develop, improve, or tailor the Platform, Services, or Content.

We reserve the right to remove any of your User Input in our sole and absolute discretion or as required by applicable law.

For users affiliated with partner organizations and pursuant to written signed contracts, designated and authorized leaders within that organization may have access to certain User Input. TRAILS does not control how partner organizations may internally share or use that information.

7.0 Feedback

We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Platform, Services, or Content (“Feedback”). Requests for Feedback are optional and not a condition for continued access to or use of Platform, Services, or Content. When providing Feedback, do not share any confidential information. With respect to any Feedback you provide, we shall be free to use and disclose any ideas, concepts, techniques, or other materials contained in your Feedback for any purpose whatsoever, including, without limitation, organizational messaging, research, reporting, communications, or the development, production, and evaluation of Platform, Services, or Content, without compensation or attribution to you.

8.0 Use of Personal Information

Your access or use of the Platform, Services, or Content may involve the transmission of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Notice (located at trailstowellness.org/privacy-policy).

9.0 Limitation of Liability & Release of Claims

Under no circumstances shall TRAILS or any of our officers, directors, supervisors, employees, contractors, agents, affiliates, or subsidiaries be liable for any indirect, punitive, incidental, special, consequential, or exemplary damages, including, without limitation, damages for loss of profits, goodwill, use, data, or other intangible property, arising out of or relating to any access to or use of the Platform, Services, or Content, nor will we be responsible for any damage, loss, or injury resulting from unauthorized access to (or related activities), or use of the Platform, Services, or Content. TRAILS assumes no liability or responsibility for any: (a) errors, mistakes, or inaccuracies of Content; (b) personal injury or property damage, of any nature whatsoever, resulting from any access to or use of the Platform, Services, or Content; (c) unauthorized access to or use of any server or databases in our control, or the unauthorized use of any information or data stored therein; (d) interruption or cessation of function related to the Platform, Services, or Content; (e) bugs, viruses, trojan horses, or the like that may be transmitted to or through the Platform, Services, or Content; (f) or loss or damage incurred as a result of, the use of any content made available through the Platform, Services, or Content; or (g) the defamatory, offensive, or illegal use or conduct of any third party.

UNDER NO CIRCUMSTANCES SHALL TRAILS OR ANY OF OUR OFFICERS, DIRECTORS, SUPERVISORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, OR SUBSIDIARIES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, OR COSTS IN AN AMOUNT EXCEEDING THE GREATER OF (I) THE AMOUNT YOU PAID TO US IN EXCHANGE FOR ACCESS TO AND USE OF THE PLATFORM, SERVICES, OR CONTENT WITHIN THE PREVIOUS TWELVE (12) MONTHS, OR (II) \$100.00. This limitation of liability applies regardless of whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, and even if we have been advised of the possibility of such liability. Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of certain liabilities and damages. Accordingly, some of the disclaimers and limitations set forth in the TERMS may not apply to you. This limitation of liability shall apply to the fullest extent permitted by law.

YOU EXPRESSLY AGREE THAT YOU ASSUME ALL RISKS IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND CONTENT. ADDITIONALLY, YOU EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM OR IN ANY WAY RELATING TO YOUR ACCESS TO AND USE OF THE PLATFORM, SERVICES, AND CONTENT.

10.0 Disclaimer of Warranties

EXCEPT AS SET FORTH IN A SEPARATELY EXECUTED WRITTEN CONTRACT BETWEEN TRAILS AND YOU OR YOUR AFFILIATED ORGANIZATION, (A) THE PLATFORM, SERVICES, AND CONTENT AND ANY RELATED MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, EXCEPT TO THE EXTENT PROHIBITED BY LAW, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, (B) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, TRAILS AND ITS OFFICERS, DIRECTORS, SUPERVISORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND SUBSIDIARIES EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, QUIET ENJOYMENT, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR TRADE USAGE (C) TRAILS DOES NOT WARRANT THAT THE PLATFORM, SERVICES, OR CONTENT OR RELATED MATERIALS WILL BE UNINTERRUPTED, ACCURATE, ERROR-FREE, SECURE, NOT LOST, ALTERED, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED, (D) TRAILS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PLATFORM, SERVICES, OR CONTENT IN TERMS OF ACCURACY, RELIABILITY, OR OTHERWISE, (E) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM TRAILS OR THROUGH THE PLATFORM, SERVICES, OR CONTENT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.

11.0 Indemnity

You agree to hold harmless, release, defend, and indemnify TRAILS and our officers, directors, supervisors, employees, contractors, agents, affiliates, and subsidiaries (collectively, “Indemnified Parties”) from and against all claims, damages, obligations, losses, liabilities, costs, and expenses arising from: (a) your access to and use of the Platform, Services, or Content; (b) your violation of the TERMS or Agreement, the rights of any third party, or any other applicable law, rule, or regulation; and (c) any other party’s access to and use of the Platform, Services, or Content or using any device or account that you own or control.

12.0 No Professional Advice or Fiduciary Duties

All information provided in connection with your access and use of the Platform, Services, or Content is for informational purposes only and should not be construed as legal, clinical, regulatory, or other professional advice. You should not take any action based on any information contained in the Platform, Services, or Content or any other information that we make available at any time, including, without limitation, blog posts, articles, links to third-party content, news feeds, tutorials, tweets, or videos. Before you make any legal or other decisions based on information from the Platform, Services, or Content, you should seek independent professional advice from an individual who is licensed and qualified in the area for which such advice would be appropriate.

This Agreement is not intended to, and does not, create or impose any fiduciary duties on us. To the fullest extent permitted by law, you acknowledge and agree that we owe no fiduciary duties or liabilities to you or any other party, and that TO THE EXTENT ANY SUCH DUTIES OR LIABILITIES MAY EXIST AT LAW OR IN EQUITY, THOSE DUTIES AND LIABILITIES ARE HEREBY IRREVOCABLY DISCLAIMED, WAIVED, AND ELIMINATED. You further agree that the only obligations that we owe you are those set forth expressly in the Agreement.

13.0 Third-Party Websites

The Platform, Services, and Content may contain links to third-party websites not owned or controlled by TRAILS (“External Sites”). TRAILS is not responsible for the content or practices of any External Sites and does not make any representations regarding the content or accuracy of materials on such External Sites. You should contact the website administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. Your use of External Sites is entirely at your own risk and subject to External Sites’ own terms and policies. You assume all responsibility for such interactions.

14.0 User Interactions

TRAILS is not responsible for the actions of, or interactions between, users. You are solely responsible for your interactions with other users or other third parties you may encounter when accessing or using the Platform, Services, or Content. If you have a dispute with other users, you hereby release the Indemnified Parties from any and all claims, demands, and damages arising out of or in any way connected with such disputes. Additionally, to the extent potentially applicable, you waive California Civil Code §1542, which states: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his settlement with the debtor.” You also waive any and all similar, applicable state statutes.

15.0 Suspension & Termination

The TERMS remains in full effect while your account remains active, or when you otherwise access or use the Platform, Services or Content. You may terminate your access or use at any time by contacting us at inquiries@trailstowellness.org. TRAILS may suspend, restrict, or terminate your access at any time for any reason and without warning or notice, which could result in the loss of information associated with your account. Additionally, it is your responsibility to notify TRAILS if and when you leave your affiliated organization. Without proper notification, TRAILS is not responsible for your organization’s continued access to User Input, including historical and future activity.

All portions of the Agreement that can survive termination, shall survive termination, including, without limitation, ownership provisions, disclaimers, and limitations of liability.

16.0 Other Provisions

16.1 Student Data

The TRAILS platform will not knowingly collect data from students under the age of 18. If you are under the age of 18, you must not access or use the Platform, Content, or Services. If you are 18 years of age or older, do not enter, upload, or otherwise share any identifying information for anyone under the age of 18 years of age. If you believe that TRAILS has inadvertently collected information from or about a person under the age of 18, please contact support@trailstowellness.org immediately.

16.2 Governing Law

The Agreement will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of law.

16.3 Donations

For more information on donating to TRAILS, please contact the TRAILS Development Team at development@trailstowellness.org.

16.4 Severability

If any part of the TERMS or Agreement is held to be unlawful or unenforceable, that provision will be limited to the minimum extent necessary without affecting the validity and enforceability of remaining provisions.

16.5 Headings

Any heading, caption, or section title contained in these TERMS is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

16.6 Use of User Input to Support Artificial Intelligence Features

TRAILS may use Platform, Content or Services data to support the development and operation of AI-enabled features within the Platform. These features may be used to enhance user experience, improve content recommendations, support search functionality, or provide tailored guidance or implementation support to users.

16.7 DISPUTE RESOLUTION; ARBITRATION; CLASS ACTION

Please read this section carefully. It affects your legal rights.
(a) Informal Resolution. Before initiating any formal dispute proceeding, you and TRAILS (collectively, “party”, “parties”)agree to first attempt to resolve any dispute, claim, or controversy arising out of or relating to the Agreement or the Platform, Services, or Content (collectively, “Dispute”) informally. A party seeking resolution shall provide written notice to the other party describing the nature of the Dispute and the relief sought. The parties shall have thirty (30) days from receipt of such notice to attempt to resolve the Dispute informally before either party may initiate arbitration.
(b) Binding Arbitration. If the parties are unable to resolve a Dispute informally, any Dispute shall be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. This arbitration shall be commenced and administered by JAMS (or a mutually agreed alternative administrator) pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. The arbitration shall be conducted in Ann Arbor, Michigan, unless the parties mutually agree otherwise. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
(c) Class Action Waiver. You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST TRAILS ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. If a court or arbitrator finds this waiver unenforceable, the arbitration agreement shall be null and void with respect to the affected Dispute only, which shall instead be resolved in a court of pursuant to section 16.8.
(d) Exceptions. You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above. You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in the State of Michigan for purposes of any such action by us. Nothing in this section shall prevent either party from seeking injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm pending resolution of a Dispute.

16.8 Exclusive Forum

Unless you and TRAILS agree, otherwise, to the maximum extent permitted by applicable law, the state and federal courts in Michigan (except for small claims courts, in which case you and we agree to resolve our Disputes in the parties local small claims court, if permitted by that small claims court rules and if within such court’s jurisdiction) will have exclusive jurisdiction over any Dispute that is not subject to arbitration or any action. You and TRAILS consent to the exclusive jurisdiction of these courts and hereby waive any and all objections to such other courts, including, but not limited to, objections based on improper venue or inconvenient forum, and personal jurisdiction.

16.9 Assignment

You may not assign, transfer, or sublicense any of your rights or obligations under the Agreement without the prior written consent of TRAILS. TRAILS may assign or transfer the Agreement, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all obligations under the Agreement. Any purported assignment in violation of this section shall be null and void. Subject to the foregoing, the Agreement shall bind and inure to the benefit of the parties and their respective successors and permitted assigns.

16.10 Force Majeure

TRAILS will not be liable for any delay or failure to perform any obligation under the Agreement to the extent that such delay or failure is caused by events beyond TRAILS’s reasonable control, including without limitation acts of God, natural disasters, pandemic or epidemic, war, terrorism, riots, governmental actions, labor disputes, internet or telecommunications failures, or power outages (each, a “Force Majeure Event”). TRAILS will use commercially reasonable efforts to resume performance as soon as practicable following any such Force Majeure Event and will notify users of material disruptions through the Platform or by email where feasible.

16.11 Waiver

No failure or delay by TRAILS in exercising any right, power, or privilege under the Agreement shall operate as a waiver of that right, power, or privilege. No single or partial exercise of any right, power, or privilege shall preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege under the Agreement. Any waiver by TRAILS must be in writing and signed by an authorized representative of TRAILS to be effective and no such wavier shall be construed as a waiver in any other or subsequent instance.

16.12 Entire Agreement

The Agreement, together with the Privacy Notice and any separately executed written contract between TRAILS and you or your affiliated organization, constitutes the entire agreement between you and TRAILS with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, whether written or oral, between the parties and with respect to such subject matter. In the event of any conflict between this Agreement and a separately executed written contract, the terms of the signed written contract shall control as set forth in the preamble to these Terms.