THIS AGREEMENT is entered into between you for and on behalf of yourself and the Person (as defined herein) you represent, if any (“you”, “your”, “yourself”, and words of like meaning) and CRISIS READY INSTITUTE, PBC., a corporation incorporated under the laws of New York with offices located at 1177 Avenue of the Americas, 5th Floor, New York, New York, 10036 (the “Company”, “us”, “we”, “our”, and words of like meaning) and sets out the terms and conditions that apply to the access and use of the Site, Program, and Services (each, as defined herein) by you. The Site, Program, and Services are owned and operated by the Company and made available to you subject to your compliance with the terms and conditions of this Agreement. This Agreement constitutes a binding legal agreement between you and the Company. This Agreement must be read in conjunction with the Terms of Service and Privacy Policy, each of which is incorporated into by reference and forms an integral part of this Agreement. Unless otherwise expressly provided in this Agreement, and only to the extent otherwise expressly provided in this Agreement, if there is any conflict or inconsistency between this Agreement and the Terms of Service or Privacy Policy, the terms and conditions of this Agreement will govern to the extent necessary to resolve such conflict or inconsistency. Please carefully read this Agreement together with the Terms of Service and Privacy Policy in their entirety, as they contain important information about your legal rights, remedies, and obligations, and be sure to occasionally check back for updates, amendments, and modifications.

UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL FEES AND CHARGES ARE NON-REFUNDABLE.

BY MARKING THE “I AGREE” CHECKBOX OR CLICKING THE “I AGREE” BUTTON OR ACCESSING THE SITE, PROGRAM, OR SERVICES (OR ANY PORTION THEREOF) IN ANY MANNER WHATSOEVER, YOU: (A) REPRESENT AND WARRANT TO AND IN FAVOUR OF THE COMPANY THAT YOU HAVE READ AND UNDERSTOOD ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT; AND (B) COVENANT AND AGREE THAT YOU FREELY ACCEPT AND AGREE TO BE BOUND BY AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY AND COMPLY WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, YOU ARE NOT PERMITTED TO ACCESS OR USE THE SITE, PROGRAM, OR SERVICES (OR ANY PORTION THEREOF).

ARTICLE 1 – INTERPRETATION

1.1 Definitions. In this Agreement, the following terms will have the respective meanings indicated below:

(1) “Agreement” means this Member Agreement together with the Terms of Service and Privacy Policy and any other Company policies applicable to your use of the Site, Program, or Services, as updated, amended, restated, supplemented, or otherwise modified from time to time;

(2) “Applicable Law” means any domestic or foreign law, rule, statute, subordinate legislation, regulation, by-law, order, ordinance, protocol, code, guideline, treaty, policy, notice, direction, or judicial, arbitral, administrative, ministerial, or departmental judgment, award, decree, treaty, directive, or other requirement or guideline published or in force at any time that applies to this Agreement, the Site, the Program, the Services, the Content, Your Content, or either Party, or is otherwise intended to govern or regulate any Person, property, transaction, activity, event, or other matter in connection therewith, including any rule, order, judgment, directive, or other requirement or guideline issued by any governmental or regulatory authority in any jurisdiction;

(3) “Charge” means any fee, charge, cost, or expense (other than the Fees) payable by you in connection with this Agreement, or any agreement, document, or instrument ancillary hereto or thereto, or the Site, Program, or Services;

(4) “Claim” means any actual, threatened, or potential civil, criminal, administrative, regulatory, arbitral, or investigative claim, demand, allegation, action, suit, investigation, or proceeding, or any other claim or demand;

(5) “Company Mark” means any trademark, corporate name, business name, or other trade name of the Company, including CRISIS READY™, CRISIS READY MODEL™, CRISIS READY INSTITUTE™, CRISIS READY COMMUNITY™, CRISIS READY CULTURE™, CRISISREADYINSTITUTE.COM™, and any and all logo, word script, and design versions thereof, in each case, whether registrable or not, owned, or used by the Company or any of its affiliates;

(6) “Company Property” means: (a) the Site and the Program and the associated look and feel, architecture, layout, interface, templates, and web pages, and any and all associated source code or object code or other code that supports the Site or the Program or any part thereof; (b) the CRISIS READY MODEL™; (c) the Services; (d) any and all Content, including any and all: (i) logos, designs, graphics, images, photographs, artwork, and other artistic works; (ii) editorial content, text, data, and other literary works; (iii) musical works, performances, and other sounds; (iv) videos and all audio-visual works; and (v) selections, arrangements, compilations, modifications, and enhancements of any of the foregoing; (e) any and all tangible and intangible property and Intellectual Property of the Company or any of its affiliates or licensed to the Company or any of its affiliates by any Person, including you (excluding your personal information and the personal information of your Representatives); (f) the Company Marks; (g) any and all other proprietary products, services, technology, software, source code, object code, systems, materials, functionality, databases, screen formats, report formats, techniques, materials, methodology, and know-how of the Company or any of its affiliates or licensed to the Company or any of its affiliates by any Person; (h) any and all information or data of the Company or any Member (other than you); (i) any and all Feedback; (j) any and all changes, customizations, patches, bug fixes, releases, modifications, developments, new features, functions, or enhancements in respect of any of the foregoing; (k) any and all information or data generated by or from any of the foregoing (other than your information or data); and (l) any and all Intellectual Property rights in any of the foregoing;

(7) “Content” means any and all content provided by the Company or any other Person (other than you) by way of the Site, Program, or Services, including editorial content, personal profiles, articles, publications, written materials, pictures, videos, information, events, data, and information related to the Site, Program, Services, or Third-Party Services;

(8) [“CRISIS READY COMMUNITY™” means a global community of public sector and private sector professionals and other individuals who are looking to become and remain CRISIS READY™;]

(9) [“CRISIS READY MODEL™” means the Company’s proprietary model for helping people and organizations become prepared for issues and crises and developing a CRISIS READY CULTURE™, called the CRISIS READY MODEL™;]

(10) “Event of Default” has the meaning given to it in Section 12.1 (Events of Default);

(11) “Fee” means any fee payable by you to the Company in connection with this Agreement, any agreement, document, or instrument ancillary hereto, the Site, Program, or Services, or any other amounts owing by you to the Company;

(12) “Feedback” means any and all feedback, suggestions, comments, recommendations, ideas, and materials for improvement provided by you or any of your Representatives to the Company or any of its affiliates or any Third-Party Service Provider or any of their respective Representatives regarding the Site, Program, Services, CRISIS READY MODEL™, CRISIS READY COMMUNITY™, or CRISIS READY CULTURE™ (or any portion of any of the foregoing);

(13) “Force Majeure Event” means an event or occurrence beyond the reasonable control of the Company, including acts of God, action by any governmental authority (whether valid or invalid), fires, flood, wind storms, explosions, riots, natural disasters, pandemics or widespread outbreaks of infectious disease, wars, sabotage, labour problems (including lock-outs, strikes, and slow-downs), court order, or injunction;

(14) “Intellectual Property” means any and all: (a) proprietary rights anywhere in the world provided under patent law, copyright law, trademark law, design patent or industrial design law, semiconductor chip or mask work law, trade secret law, or any other statutory provision or common law principle which may provide a right in: (i) ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how generally, including trade secrets; or (ii) the expression or use of such ideas, formulae, algorithms, concepts, inventions, technologies, software, data compilations, drawings, specifications, confidential business information, procedures, or know-how; and (b) applications, registrations, licences, sub-licences, franchises, agreements, or any other evidence of a right in any of the foregoing;

(15) “Licence” has the meaning given to it in Section 2.2 (Licence);

(16) “Loss” means any loss, liability, or damage (including taxes and related penalties) and any related costs or expenses, including reasonable legal fees on a full indemnity basis, and expenses and costs of litigation, settlement, judgement, appeal, interest, and penalties;

(17) “Member” means any User that registers with the Company for a Member Account by way of the Site or otherwise;

(18) “Member Account” means your CRISIS READY™ member account in connection with the Program and Services, called “My Account”;

(19) “Member Dashboard” means a secure page of the Site, in which you can create, update and otherwise modify, remove, and manage your Member Profile;

(20) “Member Profile” means your CRISIS READY™ member profile page on the Site in connection with the Program and Services;

(21) “Membership” means your CRISIS READY™ membership plan, which may be renewable on a monthly or annual basis;

(22) “Party” means either you or the Company, as applicable, and “Parties” means both you and the Company;

(23) “Payment Method” means a valid financial instrument that you have added to your Member Account, including a valid credit card, debit card, Third Party Payment Processor account, or other method of payment acceptable to the Company (in its sole discretion);

(24) “Person” will be broadly interpreted and means any individual, corporation, partnership, limited partnership, limited liability corporation, association, unincorporated association, trustee, trust, or other entity or organization;

(25) “Program” means the Company’s proprietary CRISIS READY™ coaching program based on the CRISIS READY MODEL™;

(26) “Privacy Policy” means the Company’s Privacy Policy set out on the Site;

(27) “Representative” means a director, officer, employee, personnel, contractor, subcontractor, agent, or professional advisor of a Person;

(28) “Service” means any service to be provided by the Company pursuant to this Agreement or associated with the Site or Program;

(29) “Site” means the Company’s website, the URL in respect of which is https://crisisreadyinstitute.com/, together with any other website by way of which the Company makes the Program or Services available, including any domains or subdomains thereof;

(30) “Taxes” means any and all sales, use, value added, or other taxes, federal, provincial, state, or otherwise, however designated, which are levied or imposed by reason of the Program or Services or any transaction contemplated by this Agreement and any and all associated fees and charges, except for any taxes based on the Company’s net income;

(31) “Terms of Service” means the Company’s Terms of Service set out on the Site;

(32) “Third-Party Payment Processor” means any Person engaged by the Company to process payments for or on behalf of you or the Company, including with respect to the Fees or Charges or any associated Taxes;

(33) “Third-Party Service” means any product or service of, or provided or made available by, any Person (other than either Party) in connection with the Site, Program, or Services, including websites, applications, content, advertisements, promotions, communications, information, or resources;

(34) “Third-Party Service Provider” means any Person (other than either Party) providing or making available any Third-Party Service, including any Third-Party Payment Processor;

(35) “User” means any user of the Site (or any portion thereof);

(36) “Virus” means any programming code, programming instruction, or set of programming codes or instructions (including any code typically described as a virus or by similar terms, including Trojan horse, worm, or backdoor) intentionally designed to disrupt, disable, harm, interfere with, or otherwise adversely affect computer programs, data files, or operations, or that otherwise manifests contaminating or destructive properties or has harmful effects;

(37) “Your Content” means any and all content provided by you by way of the Site or otherwise, including in connection with the Program or Services, including written materials, pictures, videos, information, data, and other materials, including your personal information; and

(38) “Your Contributed Content” means any and all of Your Content, other than your personal information or information you provide that is specifically required by mandatory fields on the Site for you to obtain a Member Account.

1.2 Headings. The division of this Agreement into Articles and Sections and the insertion of headings are for convenience of reference only and will not affect the construction or interpretation of this Agreement. The terms “this Agreement”, “hereof”, “hereunder”, and similar expressions refer to this Agreement and not to any particular Article, Section, or other portion of this Agreement and include any agreement supplemental hereto. Unless something in the subject matter or context is inconsistent therewith, references in this Agreement to Articles and Sections are to Articles and Sections of this Agreement.

1.3 Extended Meanings. In this Agreement, unless the context requires otherwise, words importing the singular include the plural and vice versa, words importing gender include all genders, and the terms “include” and “including” will also mean “include without limitation” and “including without limitation” respectively.

1.4 Currency. Unless and only to the extent otherwise expressly provided in this Agreement or on the Site, all dollar amounts referred to in this Agreement or on the Site are stated in United States Dollars (USD).
1.5 Statute References. Any reference in this Agreement to any statute or any section thereof will, unless otherwise expressly stated, be deemed to be a reference to such statute or section as amended, restated, or re-enacted from time to time.
1.6 Privacy Policy. For information about how the Company collects, uses, and shares personal information, please review the Company’s Privacy Policy .
1.7 Entire Agreement. This Agreement constitutes the entire agreement between the Parties pertaining to the subject matter hereof and supersedes all prior agreements, negotiations, discussions, and understandings, written or oral, between the Parties. Except as otherwise expressly provided in this Agreement, there are no representations, warranties, conditions, other agreements, or acknowledgements, whether direct or collateral, express or implied, that form part of or affect this Agreement. The execution of this Agreement has not been induced by, nor does either Party rely upon or regard as material, any representations, warranties, conditions, other agreements, or acknowledgements not expressly made in this Agreement.
ARTICLE 2 – LICENCE AND SCOPE OF SERVICES
2.1 Program. The Program is an online coaching program accessed by way of the Site, which provides Members with the opportunity to learn about the CRISIS READY MODEL™ and participate in the CRISIS READY COMMUNITY™. You acknowledge and agree that you will be solely responsible and liable for obtaining any software, hardware, or equipment required or desirable for you to access and use the Site, Program, or Services, and for any associated costs and expenses, including any and all mobile devices, data plans, and computer and Internet fees.
2.2 Licence. Subject to the terms and conditions of this Agreement, during the Term, the Company grants to you a non-exclusive, personal, non-transferable, non-sublicensable, revocable right and licence to access and use the Program, those portions of the Site necessary to access and use the Program, and Content only for your own internal business or educational purposes (the “Licence”). All rights and licences not so expressly granted are expressly reserved by the Company. You may access and use the Program, those portions of the Site necessary to access and use the Program, and Content only in accordance with the terms and conditions of this Agreement and Applicable Law.
2.3 Services. Subject to and in accordance with the terms, restrictions, and conditions of this Agreement, during the Term, the Company will use commercially reasonable efforts to provide the Program and Services.
2.4 Maintenance, Upgrades, and Availability. The Company may restrict the availability of the Program, Site, Services, or certain areas or features thereof, as the Company may determine, in its sole discretion, is necessary or desirable, including in view of capacity limits, the security or integrity of the Program, our servers, third-party servers or capabilities, or to carry out maintenance measures that ensure the proper or improved functioning of the Program. The Company may improve, enhance, and modify the Program or the Site and introduce new Services at any time and from time to time.
ARTICLE 3 – MEMBER REGISTRATION AND MEMBERSHIP
3.1 Member Account. In order to access and use the Program, those portions of the Site necessary to access and use the Program and the Services, you must register with the Company for a Member Account and purchase your Membership. You can register for your Member Account by way of the Site. You must provide valid, accurate, current, and complete information during the process of registering your Member Account and creating your Member Profile and Member Dashboard, and you must keep your Member Account, Member Profile, and Member Dashboard information valid, accurate, current, and complete at all times. You represent and warrant to and in favour of the Company that you have the authority to legally bind yourself and the Person you represent and to grant us all permissions and licences provided in this Agreement. You may not register more than one (1) Member Account unless the Company authorizes you to do so in writing. You may not assign or otherwise transfer your Member Account to any Person without the express written consent of the Company. You have the ability to cancel your Member Account at any time by notifying us via email to info@crisisreadyinstitute.com or via the Contact page of the Site. You will immediately notify the Company via email to info@crisisreadyinstitute.com or via the Contact page of the Site if you know or have any reason to suspect that your Member Account credentials have been lost, stolen, misappropriated, or otherwise compromised, or in case of any actual or suspected unauthorized use of your Member Account. You acknowledge and agree that:
(1) the information in your Member Profile is public and available to other Members;
(2) you are solely responsible for maintaining the confidentiality and security of your Member Account and Member Account credentials, including your username and password and you will not disclose your Member Account credentials to any Person; and
(3) you are liable for any and all activities conducted through your Member Account.
3.2 Membership. When you register for your Member Account, you will be required to purchase a Membership. Your Membership gives you the ability to access and use the Program and Services, subject to the terms, restrictions, and conditions of this Agreement. You will have the option to purchase either a monthly Membership or an annual Membership. The initial term of your Membership will begin on the date you accept and agree to this Agreement and, unless terminated earlier in accordance with this Agreement, will continue for a period of one (1) month, in the case of a monthly Membership, or one (1) year, in the case of an annual Membership (in each case, the “Initial Membership Period”). Unless terminated earlier in accordance with this Agreement, upon completion of the Initial Membership Period, your Membership will thereafter automatically renew for successive one (1)-month renewal periods, in the case of a monthly Membership, or one (1)-year renewal periods, in the case of an annual Membership (in each case, a “Renewal Membership Period”), and the Company will charge your Payment Method the monthly or annual Fee, as applicable, at the then current Fees. If you wish to cancel or terminate your Membership, such cancellation or termination may only be made effective as of the end of the then current Initial Membership Period or Renewal Membership Period, whichever is in effect, and you must notify the Company at least five (5) business days in advance of the end of the then current month or year, as applicable, that you wish to cancel or terminate your Membership before it renews in order to avoid the Company charging your Payment Method the Fees for the following month or year, as applicable.
3.3 Payment Method. In order to register for a Member Account, create your Member Profile and Member Dashboard, purchase your Membership, and receive any Services, you must provide the Company with your Payment Method. When you add your Payment Method to your Member Account, you will be asked to provide the Company with customary billing information, such as name, billing address, and financial instrument information, for use by the Company or Third-Party Payment Processors to process payments in connection with the Program and/or Services. Your billing address must be the same as your shipping address. You will be required to provide the Company with valid, accurate, current, and complete information when adding your Payment Method, and to update and correct your Payment Method as required to ensure that your Payment Method is at all times valid, current, complete, and accurate. If your Payment Method changes as a result of re-issuance or otherwise, we may acquire that information from third parties and update your Payment Method on file in your Member Account. You authorize the Company to store and use any and all information you provide for use in maintaining your Payment Method and charging your Payment Method for any and all Fees, Charges, and associated Taxes. You acknowledge and agree that:
(1) you are solely responsible for the accuracy and completeness of your Payment Method;
(2) failure to maintain valid, current, complete, and accurate information in your Payment Method may result in your inability to access and use the Program, those portions of the Site necessary to access and use the Program, or the Services;
(3) the Company is not responsible for any Claims or Losses suffered by you as a result of incorrect Payment Method provided by you, or otherwise in connection with your Payment Method; and
(4) the Company may use Third-Party Payment Processors to access, hold, use, and process your Payment Method for the purpose of processing payments made by you to the Company and, in such circumstances, the processing of payments or refunds, as applicable, will be subject to the terms and conditions of the applicable Third-Party Payment Processor and, if applicable, your credit card issuer.
3.4 Background Checks. We may make enquiries we consider necessary to help verify or check your identity or to prevent fraud. You authorize the Company to screen you and your Representatives against third-party databases and other sources and to request reports from Third-Party Service Providers. In some jurisdictions, we have a legal obligation to collect identity information to comply with anti-money-laundering regulations. This may include requiring you to provide documentation, including a form of government identification (e.g., driver’s licence or passport), your date of birth, your address, corporate registrations, certificates and/or articles of incorporation, and other information; requiring you to take steps to confirm ownership of your email address or Payment Method; or screening your information against third-party databases. The Company reserves the right to close, suspend, or limit your access to the Program, the Site, or the Services in the event we are unable to obtain or verify any of this information.
ARTICLE 4 – RESTRICTIONS ON ACCESS AND USE OF PROGRAM AND SERVICES
4.1 Restrictions on Registering a Member Account. In order to access and use the Program, those portions of the Site necessary to access and use the Program, and the Services or register a Member Account, you must be at least 18 years old and the Person you represent must be a duly organized and validly existing legal entity in good standing under the laws of the jurisdiction in which it is established, and both you and the Person you represent must able to enter into legally binding contracts.
4.2 Restrictions on Access and Use of the Program and Services. You agree to use the Site, Licence, Program, and Services only as expressly set out in and permitted by this Agreement. Without limiting the generality of the foregoing, unless and only to the extent otherwise expressly permitted by this Agreement or in writing by the Company, you will not, on your own or with any other Person, directly or indirectly:
(1) access or use any Company Property (in whole or in part) in any way or for any purpose that violates Applicable Law or any of the terms and conditions of this Agreement or is not expressly permitted by this Agreement;
(2) access or use the any Company Property (in whole or in part) for any purpose that violates the rights of the Company, any other Member, or any other Person;
(3) access or use any Company Property that is not expressly authorized for use by you;
(4) access or use any Company Property (in whole or in part) for any purpose or in any manner that falsely implies the Company’s endorsement of you, or a partnership with the Company, or otherwise misleads others as to your affiliation or relationship with the Company;
(5) exploit any Company Property (in whole or in part), including by trespass or burdening network capacity;
(6) reproduce any Company Property (in whole or in part) in any form or by any means;
(7) make available, distribute, display, post, disseminate, publish, republish, transmit, re-transmit, communicate to the public, or broadcast any Company Property (in whole or in part);
(8) permit any other Person to use any Company Property (in whole or in part) or re-licence or sublicence the Licence (in whole or in part) to any Person;
(9) use the Site or Program or Services (in whole or in part) in the operation of a service bureau, or to process or permit to be processed the information or data of any Person;
(10) copy, store, or otherwise access or use any information contained on or accessible by way of the Site or Program or Services, in any way that is inconsistent with this Agreement (including our Privacy Policy ) or that otherwise violates Applicable Law or the privacy rights of any Person (including any Member);
(11) use the Site or Program or Services in connection with the transmission or distribution of unsolicited commercial electronic messages in violation of Applicable Law;
(12) contact any other Member for any purpose other than specifically related to and expressly authorized by the Site or Program, including recruiting or otherwise soliciting any Member to join, access, or use any service, application, or website (other than the Site or Program);
(13) use the Site or Program or Services to circumvent any Fees, or for any other reason whatsoever;
(14) discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age, or sexual orientation or otherwise engage in any violent, harmful, abusive, or disruptive behavior;
(15) integrate any software with any Company Property;
(16) modify, copy, duplicate, virtualize, mirror, create derivative works of, reverse-engineer, decompile, disassemble, translate, or otherwise exploit any Company Property (in whole or in part), including the Site’s or Program’s architecture, layout, or design, any associated web page or form contained thereon, including making use of any data schemas or dictionaries, or attempting to do any of the foregoing or allowing or enabling any Person to do the same;
(17) scrape, whether by way of screen scraping or database scraping, the Site or Program or any other Company Property (in whole or in part), or use any robot, spider, or crawler, or otherwise interact with any Company Property or engage in any other activity intended to collect, store, reorganize, summarize, or manipulate any Company Property (in whole or in part), whether by automatic or manual programs, means, or processes;
(18) avoid, bypass, remove, deactivate, impair, descramble, or otherwise attempt to circumvent any technological measure implemented by the Company or any Person for or on behalf of the Company to protect any Company Property;
(19) take any action that damages or adversely affects or could damage or adversely affect the performance or proper functioning of any Company Property;
(20) sell, licence, sublicence, transfer, rent, lease, loan, or engage in any other commercial transaction relating to any Company Property (in whole or in part) or any reproduction of all or any portion thereof in any medium;
(21) dilute, tarnish, or otherwise harm the Company’s brand or reputation in any way, including through unauthorized use of any Company Property, registering or using the Company or derivative terms in domain names, trade names, trademarks, or other source identifiers, or registering or using domain names, trade names, trademarks, or other source identifiers that closely imitate or are confusingly similar to the Company’s domains, trademarks, taglines, promotional campaigns, or any other Company Property; or
(22) violate or infringe any Person’s rights (including Intellectual Property rights) or otherwise cause harm, injury, illness, or death to any Person or any Losses to any tangible or intangible property.
4.3 Compliance with Applicable Law. You acknowledge and agree that you are solely responsible and liable for compliance with Applicable Law and any and all obligations with respect to Taxes that may apply to your use of the Program, those portions of the Site necessary to access and use the Program, or the Services. You will not breach or circumvent any Applicable Law, this Agreement, or any agreement with any other Person.
4.4 Compliance with Privacy Law. You acknowledge and agree that all personal information is owned by individuals, may be protected by Applicable Law and will not be used, accessed, or disclosed in any way by you without the applicable individual’s consent. To the extent that you collect, use, store, disclose, dispose of, or otherwise handle personal information in the course of performing your obligations pursuant to this Agreement or the Site or the Program, you will do so in accordance with Applicable Law.
4.5 Customer Passwords. You will:
(1) control and maintain the security of all identification codes and passwords used by you and your Representatives in relation to the Program and Services and access to the Program, those portions of the Site necessary to access and use the Program, and the Services including your Member Account credentials;
(2) be solely responsible for all instructions, commitments, and other actions or communications taken under such identification codes or passwords; and
(3) promptly report to the Company any errors or irregularities in the Program, the Site, or the Services or any unauthorized use of any part thereof.
4.6 Other Member Content. Other Members may upload, post, or otherwise share Content by way of the Site, Program, or Services. All such Content belongs to the Member who shared such Content. You do not have nor will you acquire any rights in relation to the Content of other Members, and you may only use the personal information of other Members to the extent that such use complies with this Agreement and Applicable Law. Unless and only to the extent otherwise expressly permitted by this Agreement, you may not use any Content or personal information of any other Member for commercial purposes, or to spam, harass, or make unlawful threats. We reserve the right to terminate this Agreement or cancel, suspend, or limit your access to the Program, Site, Services or your Member Account (or any portion thereof) if you misuse the Content or personal information of any other Member.
4.7 Your Content. The Site allows for you to upload, post, or otherwise share Your Content to the Site. You acknowledge and agree that Your Content may be visible to third parties, including other Members and any Person accessing or using the Site, Program, or Services. The Company reserves the right to remove, edit, limit, or block access to any of Your Content at any time, and it will have no obligation to display or review Your Content. You are solely responsible and liable for Your Content. You acknowledge and agree that you will not post, upload, or otherwise share any content to the Site that:
(1) contains language or imagery that could be deemed offensive or is likely to harass, upset, embarrass, alarm, or annoy any other Person;
(2) is obscene, pornographic, violent, or otherwise likely to offend human dignity;
(3) is abusive, insulting, threatening, or discriminatory, or promotes or encourages racism, sexism, hatred, or bigotry;
(4) encourages any illegal activity, including terrorism, or incites racial hatred or the submission of which in itself constitutes committing a criminal offence;
(5) is defamatory or libelous;
(6) unless and only to the extent otherwise expressly permitted by this Agreement, relates to commercial activities, including sales, competitions, and advertising, or links to other websites or premium-line telephone numbers;
(7) involves the transmission or distribution of unsolicited commercial electronic messages in violation of Applicable Law;
(8) contains any spyware, adware, viruses, corrupt files, worm programs, Trojan horses, or other malicious code designed to interrupt, damage, limit the functionality of, or disrupt any software, hardware, telecommunications, networks, servers or other equipment; or that contains any other material designed to damage, interfere with, wrongly intercept, or expropriate any data or personal information, whether from the Company or otherwise;
(9) itself, or the posting of which, infringes any Person’s rights (including Intellectual Property rights and privacy rights); or
(10) shows another Person and was created or distributed without that Person’s express consent.
4.8 Your Licence. By sharing Your Content to the Site or otherwise with the Company or any other Member, you represent and warrant to and in favour of the Company that you have all necessary rights and licences to do so, and automatically grant the Company a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish Your Contributed Content in any way, without notice or compensation to you and without your approval, including editing, copying, modifying, adapting, translating, reformatting, creating derivative works from, incorporating into other works, advertising, marketing, promoting, distributing, and otherwise making available to the general public Your Contributed Content, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that the Company may assign, transfer, or sub-licence the above licence to any Person without notice or compensation to you and without your approval.
4.9 Other Restrictions. The Company may make your access to and use of the Site, Program, or Services, or certain areas or features thereof subject to additional conditions and requirements, including your proper completion of verification processes, your meeting of specific quality or eligibility criteria, your meeting of review or rating thresholds, or your Member history. The access to or use of certain areas and features of the Site, Program, or Services may be subject to separate policies, standards, or guidelines, or may require that you accept additional terms and conditions before you can access the relevant areas or features of the Site, Program, or Services. If there is a conflict or inconsistency between the terms and conditions of this Agreement and the terms and conditions applicable to a specific area or feature of the Site, Program, or Services, the latter terms and conditions will take precedence to the extent necessary to resolve any such conflict or inconsistency with respect to your access to or use of that area or feature, unless and only to the extent otherwise specified in the latter terms and conditions.
4.10 Third-Party Features. You acknowledge and agree that the Company may from time to time enable features that allow you to authorize Third-Party Service Providers to take certain actions that affect your Member Account, including to enable you to link your Member Account to businesses and take actions for those businesses. These features will not require that you share your Member Account credentials with any other Person. No Person (other than you) is authorized by the Company to ask for your credentials, and you shall not request the Member Account credentials of another Member.
4.11 Third-Party Interactions. In connection with your access and use of the Site, Program, or Services, you may enter into correspondence with or purchase or participate in Third-Party Services. You acknowledge and agree that Third-Party Service Providers may require your agreement to additional or different terms and conditions prior to your access to or use of Third-Party Services, and that any such activity and any terms and conditions in connection therewith are solely between you and the applicable Third-Party Service Provider. The Company may rely on advertising and marketing supplied through the Site by Third-Party Service Providers to subsidize the Site, Program, or Services. By agreeing to this Agreement, you expressly consent to receive such advertising and marketing.
4.12 Monitoring. You acknowledge and agree that the Company has the right, but no obligation whatsoever, to monitor your access to or use of the Site, Program, or Services and to review, edit, remove, and disable access to any Content or Your Content. You will cooperate with and assist the Company in good faith, and provide the Company with such information and take such actions as may be reasonably requested by the Company, with respect to any investigation undertaken by the Company or a Representative of the Company regarding the use or abuse of the Site, Program, or Services.
4.13 Reporting Inappropriate Behaviour. If you feel that any Member you interact with, whether online or in person, is acting or has acted inappropriately, including anyone who engages in offensive, violent, or sexually inappropriate behaviour, whom you suspect of stealing from you, or who engages in any other disturbing conduct, you should immediately report such Member to the appropriate authorities and then to the Company by contacting us via email to info@crisisreadyinstitute.com or via the Contact page of the Site. You agree that any report you make will not obligate us to take any action (beyond that required by Applicable Law, if any).
ARTICLE 5 – FEES AND PAYMENT TERMS
5.1 Fees and Charges. The Fees are as set out on the Site. The Company will have the right, in its sole discretion, to determine the Fees. You agree to pay the Company the Fees in accordance with the terms and conditions of this Agreement. You agree to pay the Company and/or the applicable third party any and all Charges in accordance with the terms and conditions of this Agreement or the applicable agreement, document, or instrument governing such Charges, as applicable.
5.2 FEES NON-REFUNDABLE. YOU ACKNOWLEDGE AND AGREE THAT, UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL FEES ARE NON-REFUNDABLE.
5.3 Fee Changes. The Company reserves the right to change the Fees and Charges at any time and from time to time. You should review the Site and this Agreement regularly for any such Fee changes. Fee changes will not affect any Memberships made prior to the effective date thereof until the renewal of such Memberships. For greater certainty, upon the renewal of any Membership, such renewal of such Membership will be subject to the payment of the then current Fees, as the Fees may have been revised or changed by the Company. You agree that all Fees, Charges, and other amounts payable pursuant to this Agreement are non-refundable, except and only to the extent otherwise provided in this Agreement.
5.4 Payment Authorization. You authorize the Company and our agents and Third-Party Service Providers to charge your Payment Method the Fees, Charges, and associated Taxes. You hereby agree that you will not charge back, annul, or void any payment transactions for Fees, Charges, and associated Taxes, except as and only to the extent permitted by Applicable Law.
5.5 Payment Terms. Upon or before the purchase or renewal, as applicable, of your Membership or any Services (including registering for a Member Account, creating a Member Profile, or engaging in any other transactions contemplated by this Agreement, the Site, or the Program), we or a Third-Party Payment Processor will invoice you and charge your Payment Method. Unless and only to the extent otherwise expressly provided in this Agreement, we will invoice and charge your Payment Method in advance of the renewal of your Membership or you receiving any Services. Invoiced amounts are due immediately upon the time and date of the invoice. Once the payment transaction for Fees is successfully completed, you will receive a confirmation email. If the Company is unable to collect from your designated Payment Method, you agree that the Company may charge any other Payment Method on file in your Member Account or otherwise collect payment from you or pursue any rights or remedies available to the Company.
5.6 Interest on Late Payments. Where you fail to pay any Fees or other amounts pursuant to and in accordance with the terms and conditions of this Agreement, the Company will have the right, in addition to any other rights or remedies available to it, to charge interest on such overdue amounts at the rate of the lesser of:
(1) one and one half percent (1.5%) per month calculated daily and compounded monthly from the date of the invoice; and
(2) the maximum rate of interest permitted by Applicable Law.
You agree to pay such interest in full.
5.7 Taxes. The Fees are exclusive of Taxes. In addition to the Fees and Charges and any other amounts payable pursuant to this Agreement or the Site or the Program, you agree to pay any and all associated Taxes. Any failure of the Company to collect monies on account of such Taxes will not constitute a waiver of the Company’s right to do so.
5.8 Refunds. Any refunds or credits due to you pursuant to this Agreement will be initiated and remitted by the Company in accordance with the terms and conditions of this Agreement. The timing to receive any refund will vary based on your Payment Method and any applicable payment system rules.
5.9 Delinquent Amounts and Chargebacks. In addition to any Fees or other amounts payable pursuant to this Agreement, if there are delinquent amounts or chargebacks associated with your Payment Method, you may be charged additional Fees and/or Charges that are incidental to the collection of these delinquent amounts and chargebacks. Such Fees and Charges may include collection fees, convenience fees, or other third-party charges. Chargebacks may be assessed an administrative fee of $100.00 or such higher amount as may be reasonably required to compensate us for our costs and expenses associated with such chargebacks.
5.10 Right of Set-Off. The Company will have the right to withhold any amounts due and owing to you pursuant to this Agreement or otherwise as a set-off of any obligations that you owe to the Company or any other Claims in connection with this Agreement. If the Company, in its sole discretion, believes that it is obligated to obtain tax information from you and you do not provide this information to the Company after the request is made, the Company may withhold payment of any and all amounts owing to you until you provide this information or otherwise satisfy us that you are not a Person from whom the Company is required to obtain such tax information.
5.11 Fraudulent Transactions. You acknowledge and agree that the Company will not be responsible for any fraudulent transactions between you and any other Person (other than fraud on the part of the Company). Without limiting the generality of the foregoing, the Company reserves the right, but is under no obligation whatsoever, to investigate any transactions in connection with the Site, Program, or Services (other than fraud on the part of the Company) that we have reason to believe are or may be fraudulent or otherwise illegal and to suspend or refuse to process such transactions. We also reserve the right to work with the authorities in the applicable jurisdictions with respect to any actual or suspected fraudulent or illegal transactions. If you challenge a transaction or payment, you agree to provide the Company with any and all assistance reasonably required by us in order to comply with Applicable Law and the rules and policies of any financial institution or other Person affected by such transaction or payment.
5.12 Currency Conversion. The currencies available to make and receive payments for any given transaction pursuant to this Agreement or in association with the Site, Program, or Services may be limited for regulatory or operational reasons, including based on your selected Payment Method, your country of residence, or Third-Party Service Providers, including Third-Party Payment Processors. Any such limitations will be communicated to you by way of the Site or by email or otherwise and you may be prompted to select a different currency or Payment Method. In addition, Third-Party Payment Processors may impose transaction, currency conversion, or other fees based on the currency or Payment Method you select for making or receiving payments.
5.13 Payment Processing Errors. We will take steps to rectify any payment processing errors of which we become aware. These steps may include crediting or debiting, as applicable, your Payment Method so that you end up receiving or paying the correct amount. This rectification may be performed by the Company, a Third-Party Payment Processor, or another Person, including your financial institution.
5.14 Invoice Enquiries and Disputes. You agree that you will provide us with notice of any and all invoice enquiries and disputes within sixty (60) days of the invoice date and, with such notice, provide any supporting documentation. After that time, you will be deemed to have agreed to the contents of the invoice and, to the maximum extent permitted by Applicable Law, you will have no right to challenge or dispute such invoice (in whole or in part). You agree to pay the undisputed portion of any and all invoices in accordance with this Agreement.
5.15 Non-Availability of Payment Services. The Company may temporarily restrict the availability of the payment services with respect to the Site, Program, or Services, or certain services or features thereof, to carry out maintenance measures that ensure the proper or improved functioning of such payment services. The Company may improve, enhance, and modify such payment services and introduce new payment services from time to time. The Company will provide notice to you of any changes to the payment services, unless such changes do not materially increase your contractual obligations or decrease your rights under this Agreement.
5.16 Third-Party Payment Processors. You acknowledge and agree that your Payment Method may involve the use of Third-Party Payment Processors that may charge you additional fees when processing payments and refunds in connection with the Site, Program, or Services (including deducting charges from the payment amount). Your Payment Method may be subject to additional terms and conditions imposed by such Third-Party Payment Processors. Please review such terms and conditions before using your Payment Method. The payment services with respect to the Site, Program, and Services may contain links to Third-Party Payment Processor websites or resources. Your access to or use of certain payment services, including the services of Third-Party Payment Processors, may be subject to, or require you to accept, additional terms and conditions. You should review such terms and conditions carefully. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions applicable for a specific payment service, including of a contract with a Third-Party Payment Processor, the latter terms and conditions will take precedence with respect to your use of or access to that payment service, unless otherwise specified in such terms and conditions.
ARTICLE 6 – OWNERSHIP
6.1 Company Property. Notwithstanding any other provision of this Agreement, you acknowledge and agree that:
(1) Company Property constitutes Intellectual Property of substantial value to the Company, its affiliates, and other Persons, and their respective licensors;
(2) all Company Property is protected by copyright and owned by, or licensed to, the Company, and contains proprietary information and material owned by the Company, its affiliates, and other Persons, and their respective licensors, who in each case reserve all their rights in law and equity, and all Company Property is protected by Applicable Law, including copyright law;
(3) as between the Parties, the Company owns all right, title, and interest in and to the Company Property, and you will not acquire any right, title, or interest in or to any Company Property unless and only to the extent otherwise expressly granted in writing by the Company;
(4) by accessing or using the Site, Program, or Services or any other Company Property (in whole or in part), or by displaying, saving, downloading, or printing a copy of any Content (in whole or in part), you do not acquire any other right or licence to any of the foregoing (other than the Licence);
(5) other trademarks, service marks, graphics, and logos used in connection with the Site, Program, or Services or with any other Company Property are the trademarks of their respective owners, and you are not granted any right or licence with respect to any of the foregoing trademarks or any use thereof; and
(6) the use of any Company Property or any of the other foregoing property (in whole or in part), except as expressly permitted pursuant to this Agreement, is strictly prohibited and infringes on the intellectual property rights of the Company and others and may subject you to civil and criminal penalties, including monetary damages, for copyright infringement.
6.2 Safeguarding of Company Property. You agree that you will, and will ensure that each of your Representatives will:
(1) not alter, deface, remove, cover up, or mutilate in any manner whatsoever any trademark, copyright or other proprietary notice that the Company or any other Person may affix to any Company Property;
(2) not bid on or register search engine keywords, Google Ads or Google Ad Words, search terms, or other identifying terms or domain names that include any Company Marks (in whole or in part) or any variations thereof for use in any search engine, portal, sponsored advertising service, or other search or referral service;
(3) not obtain access to any Company Property otherwise than in accordance with this Agreement, and if such access is inadvertently obtained, will forthwith inform the Company of such fact and dispose of such Company Property in accordance with the Company’s instructions; and
(4) honor and promptly comply with any and all reasonable written requests made by the Company to provide assistance in protecting, at the Company’s expense, the rights of the Company and other Persons in and to the Company Property at common law, under federal copyright law, and under other federal, state, or provincial law, or under any international convention or treaty (as the case may be).
6.3 Changes and Limitations on Access. Notwithstanding any other provision of this Agreement, the Company and its affiliates and their respective licensors reserve the right to change, suspend, remove, or disable access to the Site, Program, Services, or any other Company Property at any time without notice to you. You acknowledge and agree that in no event will the Company be liable for making any such changes, suspensions, removals, or disabled accesses. The Company may also impose limits on the use of or access to certain features or portions of the Site, Program, Services, or any other Company Property without notice to you and without any liability.
6.4 Waiver of Moral Rights. You hereby, and will ensure that each of your Representatives will, irrevocably and unconditionally waive any and all moral rights arising under Applicable Law, including the and Copyright Law of the United States or any similar legislation in any applicable jurisdiction or under common law, that you or any of your Representatives may have now or in the future with respect to Your Contributed Content, including any rights you or any of your Representatives may have to have your or their name associated with Your Contributed Content or to have your or their name not associated with Your Contributed Content, any rights you or any of your Representatives may have to prevent the alteration, translation, or destruction of Your Contributed Content, and any rights you or any of your Representatives may have to control the use of Your Contributed Content in association with any product, service, cause, or institution. You agree that this waiver may be invoked by the Company or any of its affiliates or any of their respective successors, assignees, designees, or nominees in respect of any or all of Your Contributed Content.
6.5 Feedback. We welcome and encourage you to provide Feedback. You may submit Feedback by contacting us via email to info@crisisreadyinstitute.com or via the Contact page of the Site or by any other means of communication. Any and all Feedback you submit to us will be considered and deemed non-confidential and non-proprietary to you. By submitting Feedback to us, you automatically grant the Company a non-exclusive, royalty-free, irrevocable, sub-licensable, perpetual, worldwide right and licence to use, copy, modify, display, and publish such Feedback for any purpose, without notice or compensation to you or approval by you, whether in whole or in part and in any format or medium currently known or developed in the future. You acknowledge and agree that the Company may assign, transfer, or sub-licence the above licence to any Person, including its affiliates and successors, without notice or compensation to you and without your approval.
6.6 Permission. To seek permission in respect of any activity involving Company Property that is not expressly permitted pursuant to this Agreement, please contact us via email to info@crisisreadyinstitute.com or via the Contact page of the Site.
ARTICLE 7 – REPRESENTATIONS AND WARRANTIES
7.1 Representations and Warranties. By registering for a Member Account, agreeing to the terms and conditions of this Agreement, or accessing or using the Site, Program, or Services (or any portion thereof), you hereby represent, warrant, and covenant that:
(1) you are at least 18 years of age;
(2) you are duly authorized and have the right, authority, and capacity to accept, agree to, and enter into this Agreement for and on behalf of yourself and the Person you represent, and to act on behalf of and bind both you and the Person you represent;
(3) any and all of the information you provide us, including the information you provide us when registering for your Member Account, creating your Member Profile, and providing your Payment Method, is your own personal information or the information of the Person you represent, as applicable, and is and will remain valid, accurate, current, and complete at all times;
(4) any and all information you provide to us, including any and all of Your Content, is owned by you, and you have the absolute right and authority to provide all such information, including Your Content, to us, including for the purposes set out in this Agreement;
(5) none of the information you provide to us, including Your Content, will infringe the Intellectual Property rights of any Person, all your information contributions are original, and no parts thereof, nor their use or distribution, will violate any Person’s copyright, patent, or other Intellectual Property rights;
(6) you will correct, update, and amend any and all information you provide to us promptly upon any change to such information to ensure that such information is at all times, valid, accurate, current, and complete;
(7) you and each of your Representatives will at all times comply with all of the terms and conditions of this Agreement;
(8) the Person you represent is validly subsisting in accordance with the laws of the jurisdiction of its formation and it has the right, power, authority, and ability to enter into this Agreement and to fulfill its obligations hereunder;
(9) you and each of your Representatives will give the required notices and comply with the laws, ordinances, rules, regulations, codes, and orders of the authorities having jurisdiction which are in force or come into force during the performance of your obligations pursuant to this Agreement and which relate to your obligations pursuant to this Agreement;
(10) if the Person you represent is a corporation, neither the corporation’s entrance into this Agreement nor the corporation’s performance of any of its obligations pursuant to this Agreement will contravene, breach, or result in any default under its articles of incorporation or by-laws;
(11) neither your entrance into this Agreement nor your performance of any of your obligations pursuant to this Agreement will contravene, breach, or result in any default under any mortgage, lease, agreement, licence, permit, statute, regulation, order, judgment, decree, or law to which you are a party or by which you may be bound;
(12) this Agreement has been duly authorized and entered into by you for and on behalf of yourself and the Person you represent, and is a legal, valid and binding obligation of you and the Person you represent enforceable against you and the Person you represent and the successors and permitted assigns of you and the Person you represent in accordance with the terms hereof, except as that enforcement may be limited by bankruptcy, insolvency, and other similar laws affecting the rights of creditors generally and except that equitable remedies may be granted only in the discretion of a court of competent jurisdiction;
(13) each of you and your Representatives is and will at all times throughout the Term remain in compliance with Applicable Law; and
(14) all of the representations and warranties set out in this Agreement will continue to be true and correct throughout the Term.
ARTICLE 8 – EXCLUSION OF WARRANTIES AND DISCLAIMERS
8.1 EXCLUSION OF WARRANTIES. YOU ACKNOWLEDGE AND AGREE THAT, UNLESS AND ONLY TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THERE ARE NO REPRESENTATIONS, WARRANTIES, OR CONDITIONS OF ANY KIND WHATSOEVER (WHETHER EXPRESS, IMPLIED, OR COLLATERAL) IN RELATION TO THE SITE, PROGRAM, OR SERVICES OR TO ANY OTHER COMPANY PROPERTY, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY AND RELATED RIGHTS, OR THAT ANY OF THE FOREGOING WILL MEET ANY PERSON’S NEEDS, OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME, OR WILL BE UNINTERRUPTED OR ERROR-FREE.
8.2 SCOPE OF SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THE SERVICES ARE LIMITED TO THE SCOPE OF SERVICES EXPRESSLY SET OUT IN THIS AGREEMENT AND THE SERVICES DO NOT INCLUDE, NOR WILL ANY OF THE SERVICES (IN WHOLE OR IN PART) BE CONSTRUED AS INCLUDING, IN ANY WAY WHATSOEVER, ANY LEGAL, ACCOUNTING, TAX OR OTHER PROFESSIONAL SERVICES OR ANY OTHER SERVICES OR ADVICE OF A LIKE, SIMILAR OR COMPARABLE NATURE OR ANY HUMAN RESOURCES, MEDICAL, PSYCHOLOGICAL OR PSYCHO-ANALYTICAL, NEGOTIATION (INCLUDING HOSTAGE NEGOTIATION), REGULATORY, VALUATION, ACTUARIAL, BANKING, FINANCIAL, INSURANCE, PRIVATE INVESTIGATION, CREDIT ANALYSIS, LAW ENFORCEMENT, INFORMATION TECHNOLOGY, INFORMATION SECURITY, SECURITY OR EMERGENCY RESPONSE SERVICES OR ADVICE OR ANY OTHER SERVICES OR ADVICE OF A LIKE, SIMILAR OR COMPARABLE NATURE.
8.3 GENERAL DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT:
(1) IF YOU CHOOSE TO USE SITE, PROGRAM, OR SERVICES (OR ANY PORTION OF ANY OF THE FOREGOING), YOU DO SO VOLUNTARILY AND AT YOUR OWN RISK;
(2) SITE, PROGRAM, SERVICES, AND ANY AND ALL RELATED CONTENT AND INFORMATION ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND WHATSOEVER;
(3) ACCESS TO, AND USE OF, THE SITE, PROGRAM, SERVICES, OR ANY CONTENT ARE ENTIRELY AT YOUR OWN RISK AND LIABILITY;
(4) THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY WITH RESPECT TO, THE SITE, PROGRAM, SERVICES, AND CONTENT AND ANY AND ALL ERRORS, OMISSIONS, OR INACCURACIES IN ANY OF THE FOREGOING;
(5) THE COMPANY DOES NOT REPRESENT, WARRANT, OR GUARANTEE THAT THE SITE, PROGRAM, SERVICES, OR ANY CONTENT IS OR WILL BE COMPATIBLE WITH YOUR COMPUTER SYSTEMS, ERROR-FREE, OR FREE OF VIRUSES;
(6) THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, AND YOU ARE SOLELY RESPONSIBLE FOR, ANY AND ALL VIRUSES, IMPLEMENTING APPROPRIATE SAFEGUARDS TO PROTECT THE SECURITY AND INTEGRITY OF YOUR COMPUTER SYSTEMS, AND THE ENTIRE COST OF ANY SERVICES, REPAIRS, OR CONNECTIONS OF AND TO YOUR COMPUTER SYSTEMS THAT MAY BE NECESSARY AS A RESULT OF YOUR USE OF THE SITE, PROGRAM, SERVICES, OR ANY CONTENT; AND
(7) THE COMPANY WILL NOT BE RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY PROBLEM OR TECHNICAL MALFUNCTION OF ANY NETWORK OR LINES, COMPUTER ONLINE SYSTEMS, SERVERS, PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR ANY OTHER COMMUNICATION BETWEEN YOU AND THE COMPANY OR BETWEEN YOU AND ANY PERSON (INCLUDING ANY OTHER MEMBER) ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ONLINE OR ON THE INTERNET, OR THE SITE, PROGRAM, SERVICES, OR ANY OTHER WEBSITE, OR ANY COMBINATION THEREOF, OR ANY INJURY OR DAMAGE TO ANY PERSON’S COMPUTER OR SYSTEMS RELATED TO OR RESULTING FROM DOWNLOADING OR STREAMING ANY MATERIALS IN CONNECTION WITH THIS AGREEMENT, THE SITE, THE PROGRAM, OR THE SERVICES.
8.4 INFORMATION DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT:
(1) THE CONTENT AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES, INCLUDING ANY PERSONAL INFORMATION, MEMBER INFORMATION, AND INFORMATION REGARDING AND SERVICES, FEES, CHARGES, AND RATES, AND ALL INFORMATION MADE AVAILABLE BY ANY PERSON, IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY;
(2) THE CONTENT, AND ANY AND ALL OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES, SHOULD NOT BE RELIED UPON AS VALID, ACCURATE, RELIABLE, COMPLETE, CURRENT, TIMELY, OR FIT FOR ANY PARTICULAR PURPOSE;
(3) TO THE EXTENT THAT THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES IS CURRENT AS OF THE DATE OF FIRST PUBLICATION, IT MAY NO LONGER BE ACCURATE AS A RESULT OF THE PASSAGE OF TIME;
(4) THE COMPANY UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE VALIDITY, ACCURACY, CURRENCY, OR COMPLETENESS OF THE CONTENT OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES, OR THE ACTS, OMISSIONS, IDENTITY, OR CREDITWORTHINESS OF ANY PERSON;
(5) THE COMPANY DOES NOT SCREEN IN ADVANCE ANY CONTENT, YOUR CONTENT, OR ANY OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES; AND
(6) ANY USE BY THE COMPANY OF ANY CONTENT, YOUR CONTENT, OR OTHER INFORMATION ACCESSIBLE BY WAY OF THE SITE, PROGRAM, OR SERVICES DOES NOT CREATE ANY EXPRESS OR IMPLIED APPROVAL BY THE COMPANY OF SUCH CONTENT, YOUR CONTENT, OR INFORMATION, NOR DOES IT INDICATE THAT SUCH CONTENT, YOUR CONTENT, OR INFORMATION COMPLIES WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT OR APPLICABLE LAW.
8.5 MEMBER DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY HAS NO CONTROL OVER, DOES NOT ENDORSE OR GUARANTEE, WILL NOT BE RESPONSIBLE FOR, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY AND ALL OTHER MEMBERS. ANY REFERENCES TO A MEMBER BEING “VERIFIED” (OR SIMILAR LANGUAGE) ONLY INDICATES THAT SUCH MEMBER HAS COMPLETED A RELEVANT VERIFICATION OR IDENTIFICATION PROCESS AND NOTHING ELSE. ANY SUCH DESCRIPTION IS NOT AN ENDORSEMENT, CERTIFICATION, OR GUARANTEE BY THE COMPANY ABOUT ANY OTHER MEMBER, INCLUDING OF THE OTHER MEMBER’S IDENTITY OR BACKGROUND OR WHETHER THE OTHER MEMBER IS TRUSTWORTHY, SAFE, OR SUITABLE. IF WE CHOOSE TO CONDUCT IDENTITY VERIFICATIONS OR BACKGROUND CHECKS ON ANY OTHER MEMBER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, THAT SUCH VERIFICATIONS OR BACKGROUND CHECKS WILL IDENTIFY PRIOR MISCONDUCT BY SUCH OTHER MEMBER OR GUARANTEE THAT SUCH OTHER MEMBER WILL NOT ENGAGE IN MISCONDUCT. IN ADDITION, YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH FAILURE OF THE COMPANY TO MEET ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT AS A DIRECT OR INDIRECT RESULT OF YOUR FAILING TO PROVIDE IN A TIMELY MANNER ANY INFORMATION OR ASSISTANCE TO THE COMPANY AS REQUIRED OR THAT THE COMPANY REASONABLY REQUESTS.
8.6 THIRD-PARTY DISCLAIMER. THE SITE MAY CONTAIN LINKS TO THIRD PARTIES AND THIRD-PARTY WEBSITES, INCLUDING THIRD-PARTY SERVICE PROVIDERS, OR THIRD-PARTY SERVICES. THIRD-PARTY WEBSITES AND THIRD-PARTY SERVICES MAY BE SUBJECT TO DIFFERENT TERMS AND CONDITIONS AND PRIVACY PRACTICES. LINKS TO ANY THIRD PARTIES, INCLUDING THIRD-PARTY WEBSITES, THIRD-PARTY SERVICE PROVIDERS OR THIRD-PARTY SERVICES, ARE NOT AN ENDORSEMENT BY THE COMPANY THEREOF. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE FOR, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, THIRD PARTIES, INCLUDING THIRD-PARTY WEBSITES, THIRD-PARTY SERVICE PROVIDERS AND THIRD-PARTY SERVICES, INCLUDING THE AVAILABILITY, SUFFICIENCY, OR ACCURACY THEREOF OR ANY FEES OR CHARGES CHARGED BY SUCH THIRD PARTIES.
8.7 THIRD-PARTY PAYMENT PROCESSORS DISCLAIMER. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH ANY ERRORS OR OMISSIONS WITH RESPECT TO PAYMENTS PROCESSED BY THIRD-PARTY PAYMENT PROCESSORS OR ANY FEES OR CHARGES (INCLUDING TRANSACTION FEES, CANCELLATION FEES, ADMINISTRATIVE FEES, AND CURRENCY CONVERSION FEES) IMPOSED BY THIRD-PARTY PAYMENT PROCESSORS, OR YOUR THIRD-PARTY PAYMENT SERVICE PROVIDER OR FINANCIAL INSTITUTION, INCLUDING BASED ON YOUR PAYMENT METHOD OR THE CURRENCY OR PAYMENT CHOICES YOU SELECT FOR THE PURPOSES OF MAKING OR RECEIVING PAYMENTS.
8.8 INTERNET AND TECHNOLOGY DISCLAIMER. DUE TO THE NATURE OF THE INTERNET, THE COMPANY CANNOT GUARANTEE THE CONTINUOUS AND UNINTERRUPTED AVAILABILITY AND ACCESSIBILITY OF THE SITE, PROGRAM, OR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE COMPANY WILL NOT BE LIABLE FOR, AND ASSUMES NO RESPONSIBILITY FOR, ANY LOSSES ARISING FROM OR IN CONNECTION WITH:
(1) LIMITED ACCESS OR INABILITY TO ACCESS THE SITE, PROGRAM, OR SERVICES, ANY OTHER WEBSITE, OR ANY APPLICATION DATABASE AS A RESULT OF THE INTERNET, YOUR WEB SERVICES, THE WEB SERVICES OF ANY OTHER PERSON, OR ANY OTHER SHARED NETWORK;
(2) THIRD-PARTY SOFTWARE, SERVICES OR PRODUCTS, INCLUDING THE IMPLEMENTATION OR CONFIGURATION OF APPROPRIATE SECURITY MEASURES RELATING THERETO, NOT DEVELOPED OR PROVIDED BY THE COMPANY;
(3) ANY ACCESS OR INABILITY TO ACCESS ANY OTHER SERVICE, SERVICE PROVIDER, NETWORK, INFORMATION, MEMBER, OR COMPUTING RESOURCE AVAILABLE ON OR THROUGH THE INTERNET; OR
(4) UNAUTHORIZED ACCESS TO OR ALTERATION, THEFT, LOSS, CORRUPTION, OR DESTRUCTION OF INFORMATION OR DATA AS A RESULT OF INFORMATION OR DATA BEING TRANSMITTED BY WAY OF THE INTERNET.
8.9 TRANSLATION DISCLAIMER. TO ASSIST MEMBERS WHO SPEAK DIFFERENT LANGUAGES, CERTAIN CONTENT MAY BE TRANSLATED, IN WHOLE OR IN PART, INTO LANGUAGES OTHER THAN ENGLISH. YOU ACKNOWLEDGE AND AGREE THAT THE COMPANY DOES NOT ENDORSE OR GUARANTEE THE ACCURACY OR QUALITY OF, WILL NOT BE RESPONSIBLE FOR, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR, ANY AND ALL SUCH TRANSLATIONS, AND YOU ARE RESPONSIBLE FOR REVIEWING AND VERIFYING THE ACCURACY OF SUCH TRANSLATIONS.
8.10 Application of Disclaimers. The disclaimers contained in this Agreement apply to the maximum extent permitted by Applicable Law. You may have other statutory rights. However, the duration of statutorily required warranties, if any, shall be limited to the maximum extent permitted by Applicable Law.
ARTICLE 9 – INDEMNITY
9.1 Indemnity. To the maximum extent permitted by Applicable Law, you agree to release, indemnify, defend (at the Company’s option), and hold the Company and its affiliates and their respective Representatives harmless from and against any and all Claims and Losses (including with respect to the enforcement of any legal rights or remedies) that may be suffered or incurred by any of them arising out of, or as a result of, or relating in any manner whatsoever to:
(1) any Event of Default;
(2) Your Content or any other information provided to the Company by you or by any of your Representatives, including in connection with your Member Account, Member Profile, and Payment Method;
(3) any use of your Member Account credentials, including identification codes or passwords, regardless of whether such use is authorized by you;
(4) any payment (including with respect to Fees or Charges) requested, accepted, or made outside of the Site or Program or otherwise not in accordance with the terms and conditions of this Agreement;
(5) any interaction with any other Member by you or by any of your Representatives;
(6) the acts or omissions of you, or of any of your Representatives;
(7) any loss of, damage to, or destruction of Company Property or the property of any other Person to the extent caused by you or by any Person you represent or by any of your or their Representatives;
(8) any Taxes;
(9) personal injury (including death), loss, or harm to any Person in connection with the Site, Program, or Services or any transactions in connection therewith to the extent caused by you or by any of your Representatives; and/or
(10) your negligence or criminal, willful, or intentional misconduct or the negligence or criminal, willful, or intentional misconduct of any of your Representatives.
ARTICLE 10 – LIMITATION OF LIABILITY
10.1 ACKNOWLEDGEMENT OF RISK. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SITE, PROGRAM, SERVICES, OR CONTENT, OR ANY OTHER INTERACTION YOU HAVE WITH OTHER MEMBERS, WHETHER IN PERSON OR ONLINE, IS AND WILL AT ALL TIMES REMAIN WITH YOU.
10.2 LIMITATION OF LIABILITY. YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY, OR ANY OF ITS AFFILIATES, OR ANY THIRD PARTY SERVICE PROVIDER, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES BE LIABLE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, FOR ANY DAMAGES OR LOSSES OF ANY KIND, INCLUDING DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, LOSS OF PROFITS, LOSS OF USE, LOSS OF DATA, PERSONAL INJURY, FINES, FEES, PENALTIES, TANGIBLE OR INTANGIBLE HARM, IRREPARABLE HARM, LEGAL FEES, OR ANY LOSS OF ANY KIND WHATSOEVER, OR OTHER LIABILITIES, WHETHER OR NOT THE COMPANY, OR ANY OF ITS AFFILIATES, OR ANY THIRD-PARTY SERVICE PROVIDER, OR ANY OF THEIR RESPECTIVE REPRESENTATIVES IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES, RESULTING FROM, OR ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT, WITH THE USE OF OR INABILITY TO MAKE USE OF THE SITE, PROGRAM, SERVICES, ANY CONTENT, OR ANY COMMUNICATIONS, INTERACTIONS, OR MEETINGS WITH OTHER MEMBERS OR OTHER PERSONS WITH WHOM YOU COMMUNICATE, INTERACT, OR MEET AS A RESULT OF YOUR USE OF THE SITE, PROGRAM, OR SERVICES. IF AND ONLY TO THE EXTENT THAT THE FOREGOING LIMITATION OF LIABILITY IS HELD BY A COURT OF COMPETENT JURISDICTION TO BE INVALID, ILLEGAL, OR UNENFORCEABLE FOR ANY REASON, IN RESPECT OF ANY CLAIM BY YOU AGAINST THE COMPANY, OR AGAINST ANY OF ITS AFFILIATES, OR AGAINST ANY THIRD-PARTY SERVICE PROVIDER, OR AGAINST ANY OF THEIR RESPECTIVE REPRESENTATIVES, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, INCLUDING A BREACH BY ANY OF THEM OF ANY OF ITS OBLIGATIONS PURSUANT TO THIS AGREEMENT (WHETHER OR NOT A FUNDAMENTAL BREACH), YOU ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOUR EXCLUSIVE REMEDY WILL BE TO RECEIVE FROM THE COMPANY PAYMENT FOR ACTUAL AND DIRECT DAMAGES TO A MAXIMUM AGGREGATE AMOUNT EQUAL TO THE LESSER OF: (1) THE AMOUNT PAID BY YOU TO THE COMPANY IN THE THREE (3) MONTHS PRECEDING THE EVENT FROM WHICH THE CLAIM AROSE; OR (2) ONE HUNDRED DOLLARS ($100.00).
ARTICLE 11 – CLAIMS AND COMPLAINTS
11.1 Claims and Complaints. You may address any Claims or complaints to the Company at any time via email to info@crisisreadyinstitute.com or via the Contact page of the Site. Notice of such Claim or complaint will be deemed delivered and received by the Company in accordance with Section 14.3 (Notices).
11.2 Complaints about Other Members. You acknowledge and agree that the Company has no control over and is not responsible for the behaviour, acts, or omissions of other Members. If you feel that another Member has threatened, harassed, or otherwise acted in an inappropriate manner, including by leaving an offensive or obscene review, you may notify the Company of this conduct through the feedback features of the Site or Program or by contacting us via email to info@crisisreadyinstitute.com or via the Contact page of the Site. We will take appropriate steps as necessary to review and respond to your complaint. By submitting a complaint, you acknowledge and agree that the Company may disclose your identity to the Member in question in order to follow up directly with you with regard to your complaint.
11.3 Assistance. You agree to cooperate with and assist the Company in good faith and to provide the Company with all such information and assistance and take all such actions as may be reasonably requested by the Company in connection with any Claims or complaints made by any other Member relating to this Agreement or the Site, Program, Services, any Content, or Your Content. Upon the Company’s request, you agree to participate in any adjudication or dispute resolution process in respect of any such Claims or complaints.
ARTICLE 12 – EVENTS OF DEFAULT AND REMEDIES
12.1 Events of Default. You acknowledge and agree that the occurrence of any of the following events will constitute an event of default (each, an “Event of Default”):
(1) you fail to pay any sum owing by you pursuant to this Agreement (including the Fees and Charges) by the due date thereof;
(2) you otherwise breach any provision of this Agreement or fail to observe or perform any term, obligation, covenant, condition, or agreement contained in this Agreement;
(3) you commit any act of fraud, negligence, or criminal, willful, or intentional misconduct, or violate any regulation, rule, policy, or procedure of any other Person in connection with this Agreement or the Site or Program or Services;
(4) you breach or violate Applicable Law;
(5) you improperly access or engage in any prohibited use of the Site, Program, Services, or Content;
(6) you provide any invalid, inaccurate, incomplete, misleading, fraudulent, or outdated information to the Company or to any other Person, including during the registration of your Member Account or Payment Method;
(7) you infringe the Intellectual Property rights of the Company or any other Person;
(8) you fail to meet any applicable qualification or eligibility criteria set by the Company or by any other Person in connection with the Site, Program, or Services;
(9) you become or are adjudicated insolvent or bankrupt, admit in writing your inability to pay your debts as they mature, or make an assignment for the benefit of creditors;
(10) you apply for or consent to the appointment of any receiver, trustee, or similar officer for you or for all or any substantial part of your property, or such receiver, trustee, or similar officer is appointed without your consent; or
(11) you institute any bankruptcy, insolvency, reorganization, moratorium, arrangement, readjustment of debt, dissolution, liquidation, or similar proceeding relating to you under the laws of any jurisdiction, or any such proceeding is instituted against you, or any judgment, writ, warrant, or attachment or execution of similar process is issued or levied against a substantial part of your property.
12.2 Notification upon Default. You will notify the Company in writing immediately upon becoming aware of any Event of Default.
12.3 Remedies. If any Event of Default occurs, without prejudice to enforcement of any other legal right or remedy that the Company may have pursuant to this Agreement or at law or equity, the Company may take any of the following measures immediately and without notice to you:
(1) temporarily or permanently revoke any special status associated with your Member Account, Member Profile, or Membership;
(2) cancel, suspend, or limit the provision of any Services to you (in whole or in part);
(3) cancel, suspend, or limit your Member Account, Member Profile, or Membership or your access to or use of the Site, Program, or Services; and/or
(4) terminate this Agreement (in whole or in part).
12.4 Injunctive and Equitable Relief. You acknowledge and agree that:
(1) your compliance with your obligations pursuant to this Agreement is necessary to protect personal information and/or the intellectual property, confidential information, proprietary information, business, goodwill, and/or proprietary interests of the Company and its affiliates and third parties;
(2) your breach of any such obligations will give rise to irreparable harm or injury to the Company that will not be adequately compensable with monetary damages;
(3) the Company may, in addition to any other remedy, enforce the performance of this Agreement by way of equitable relief, including interim, interlocutory, and/or final injunctive relief, specific performance, or such other and further relief as a court may deem just and proper, upon application to a court of competent jurisdiction without proof of actual damages, without a requirement that a finding of irreparable harm or other criteria for the awarding of injunctive relief be made, and without the requirement of posting a bond or other security; and
(4) notwithstanding that damages may be readily quantifiable, you will not plead sufficiency of damages as a defence in any such proceeding.
12.5 Violation of Applicable Law. You acknowledge and agree that any attempt by you or on your behalf to deliberately damage the Site, Program, Services, any Content, any website, or any links, or to undermine the legitimate operation thereof may be a violation of Applicable Law (including criminal and/or civil laws) and, should such an attempt be made, the Company reserves the right to seek damages from you to the maximum extent permitted by Applicable Law.
12.6 Remedies Cumulative. All rights and remedies of the Company pursuant to this Agreement are cumulative and not exclusive of any other rights or remedies that may be available to the Company, whether provided by law, equity, statute, or in any other agreement between the Parties or otherwise.
ARTICLE 13 – TERM AND TERMINATION
13.1 Term. The term of this Agreement will begin on the date you accept and agree to this Agreement and will continue and remain in full force and effect until the date on which either Party terminates your Membership or this Agreement in accordance with this Agreement (the “Term”).
13.2 Termination by You. You may terminate this Agreement and your Membership at any time by providing notice of such termination to the Company.
13.3 Termination by the Company. Without prejudice to the enforcement of any other legal right or remedy that the Company may have pursuant to this Agreement or at law or equity, the Company may terminate this Agreement and/or your Membership and/or any rights or licences granted hereunder or in connection herewith (including the Licence) and/or your access to the Site or Program or Services (in whole or in part):
(1) at any time without reason or liability and for convenience upon seven (7) days’ prior written notice to you; and
(2) immediately and without notice if: (a) an Event of Default occurs; (b) the Company has reason to believe that you are not authorized to act for and on behalf of or legally bind the Person you purport to represent; or (c) the Company believes in good faith that such termination is reasonably necessary to protect the personal safety or property of the Company, of any Member, or of any other Person.
13.4 Effect of Termination. If this Agreement is terminated by either Party, or if you cancel your Membership or Member Account, or if the Company terminates, cancels, suspends, or restricts your access to the Site, Program, or Services or your Membership or Member Account, you will not be entitled to a restoration of your Membership, Member Account, or any of Your Content, you may not be able to register a new Member Account or access or use the Site, Program, or Services (or any and all licences constituted thereby or granted in connection therewith) and your Membership will be automatically cancelled and you may not be eligible for or entitled to a refund of any Fees or other amounts payable pursuant hereto.
13.5 Survival of Covenants. Notwithstanding the termination of this Agreement for any reason whatsoever, the covenants set out in ARTICLE 1 (Interpretation), ARTICLE 4 (Restrictions on Access and Use of Program and Services), ARTICLE 6 (Ownership), ARTICLE 7 (Representations and Warranties), ARTICLE 8 (Exclusion of Warranties and Disclaimers), ARTICLE 9 (Indemnity), ARTICLE 10 (Limitation of Liability), ARTICLE 11 (Claims and Complaints), ARTICLE 12 (Events of Default and Remedies), ARTICLE 13 (Term and Termination), ARTICLE 14 (General), and any other terms and conditions of this Agreement necessary for the proper interpretation of this Agreement will survive any such termination.
ARTICLE 14 – GENERAL
14.1 Force Majeure. Except for any obligation to make payments, any delay or failure of either Party to perform its obligations pursuant to this Agreement or any other agreement, document or instrument ancillary hereto will be excused if and only to the extent that the delay or failure is caused by a Force Majeure Event, provided that the affected Party provides the unaffected Party with written notice of delay, including anticipated duration of the delay, within two (2) days of the affected Party first becoming aware of such Force Majeure Event. If the affected Party is the Company, within five (5) days of the Company first becoming aware of such Force Majeure Event (the “Suspension Notice Period”), the Company may, by providing written notice to you (a “Suspension Notice”), suspend the provision of the Site, Program, or Services (in whole or in part) until the earlier of the date on which the delay caused by the Force Majeure Event is over or until the date which is fifteen (15) days following the date of the Suspension Notice. If the Company is the affected Party and the Company does not provide you with a Suspension Notice during the Suspension Notice Period and the delay caused by the Force Majeure Event lasts for five (5) days or longer, you may terminate this Agreement by providing notice to the Company. If the Company is the affected Party and the Company provides you with a Suspension Notice during the Suspension Notice Period and the delay caused by the Force Majeure Event lasts for fifteen (15) days following the date of the Suspension Notice or longer, you may terminate this Agreement by providing written notice to the Company. If you are the affected Party and the delay caused by the Force Majeure Event lasts for five (5) days or longer, the Company will have the option to terminate this Agreement by providing written notice to you.
14.2 Notices. Unless and only to the extent otherwise specified by the Company, any notices or other communications permitted or required pursuant to this Agreement will be provided electronically and given:
(1) by the Company to you via email to the email address in your Member Account; and
(2) by you to the Company via email to info@crisisreadyinstitute.com or via the Contact page of the Site.
Such notice will be deemed to be delivered and received (in the absence of evidence of prior receipt) on the earlier of: (a) the date that the sending Party receives an email from the receiving Party acknowledging receipt (provided that an automatic “read receipt” does not constitute acknowledgment for the purposes of such notice); and (b) the next business day following the date of transmission.
14.3 Assignment. Neither this Agreement nor any of the rights or obligations pursuant hereto may be assigned, transferred, or delegated by you without the prior written consent of the Company. The Company may without restriction assign, transfer, or delegate this Agreement and any rights and obligations hereunder, at its sole discretion, to any Person without notice to you.
14.4 Modifications. The Company reserves the right (in its sole discretion) to amend, restate, replace, supplement, or otherwise modify this Agreement at any time and from time to time. You should review this Agreement regularly for any such amendments, restatements, replacements, supplements, or modifications. By accessing or using the Site, Program, or Services (or any portion thereof) after any such amendments, restatements, replacements, supplements, or modifications, you agree to be bound by, and comply with, this Agreement, as so amended, restated, replaced, supplemented, or modified. If any such amendment, restatement, replacement, supplement, or modification is not acceptable to you, you must immediately cease accessing and using the Site, Program, or Services.
14.5 Waiver. The waiver by the Company of a breach or default of any provision of this Agreement by you, or any delay or omission on the part of the Company to exercise or avail itself of any of its rights, remedies, powers, or privileges, will not be effective unless in writing, and will not be construed as a waiver of any succeeding breach of the same or any other provision of this Agreement.
14.6 Severability. In the event that any provision (or any portion of a provision) of this Agreement will for any reason be held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such invalidity, illegality, or unenforceability will not affect any other provision of this Agreement and this Agreement will be construed as if such invalid, illegal, or unenforceable provision (or portion of a provision) had never been contained in this Agreement in regard to that particular jurisdiction.
14.7 Enurement. This Agreement will enure to the benefit of and be binding upon each of the Parties and their respective successors and permitted assigns.
14.8 Relationship. Nothing in this Agreement or your use of the Site, Program, or Services will be deemed to constitute either Party as an agent, representative, or employee of the other party or both Parties as joint venturers or partners for any purpose.
14.9 No Third-Party Rights. This Agreement does not and is not intended to confer any rights or remedies upon any Person other than the Parties.
14.10 Governing Law and Forum Selection. The interpretation, validity, effect, and enforcement of this Agreement, and any and all disputes arising out of or in connection with this Agreement, or in respect of any legal relationship associated with or derived from this Agreement, will be governed by the laws in force in the State of New York and the federal laws of the United States of America applicable therein (excluding any conflict of laws rule or principle which might refer such construction to the laws of another jurisdiction). The Parties agree to submit to the exclusive jurisdiction of the courts of the State of New York and the Federal Courts of the United States in the City of New York and waive any objection relating to improper venue or forum non conveniens to the conduct of any proceeding in any such court. For greater certainty, the foregoing laws apply to the access and use of the Site, Program, or Services (in whole or in part) by you, notwithstanding your domicile, residency, or physical location, or the location of any Company office, or of any Member or any Representative of the Company, or of any Member with whom you may communicate or deal. The United Nations Convention on Contracts for the International Sale of Goods (CISG), or any similar or successor convention or law, will not be applied to this Agreement or any transactions conducted pursuant to the Site, Program, or Services. The Site, Program, and Services are intended for use only in jurisdictions where they may be lawfully provided for access and use.
14.11 Jury Trial Waiver. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to a trial by jury in respect of any and all disputes arising from or in connection with the Site, Program, Services, or this Agreement.
14.12 No Class Actions or Representative Proceedings. You acknowledge and agree that, to the maximum extent permitted by Applicable Law, you waive the right to participate as a plaintiff or class member in any purported class action lawsuit, class-wide arbitration, private attorney general action, or any other representative proceeding in respect of any and all disputes arising from or in connection with this Agreement or the Site, Program, or Services. Unless and only to the extent otherwise expressly agreed to in writing by the Company, the adjudicator of any dispute may not consolidate more than one party’s claims and may not otherwise preside over any form of any class or representative proceeding.
14.13 Admissibility. A printed version of this Agreement and of any notice given in electronic form will be admissible in judicial or arbitral proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
14.14 Contact Us. If you have any questions regarding this Agreement, please contact us via email to info@crisisreadyinstitute.com or via the Contact page of the Site.
Last updated: June 4th, 2020
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