CRISIS READY^® INSTITUTE, PBC

These Terms of Service (“Terms”) govern your use of the services provided by Crisis Ready Institute, PBC (“we”, “us”, “our”, or “Company”), including without limitation our website, mobile or web applications, or other digital products that link to or reference these Terms (collectively, the “Services”). These Terms are a binding legal agreement between you or the entity you represent (“you”) and Company. In these Terms, “you” and “your” refer to you, a user of the Services. A “user” is you or anyone who accesses, browses, or in any way uses the Services.

Please be aware that these Terms include, among other things, a binding arbitration provision that requires you to submit to binding and final arbitration on an individual basis to resolve disputes, rather than jury trials or class actions. Please see Section 13, below.

These Terms refer to our privacy policy (“Privacy Policy”), hereby incorporated by reference, which also applies to your use of the Services and which sets out the terms on which we process any personal data we collect from you, or that you provide to us.

Please read these Terms carefully, as they may have changed. Though your access and use of the Services is governed by the Terms effective at the time, please note that we may revise and update these Terms from time to time in our discretion. If we make a change to the Terms, we will post the revised Terms to our website and/or platform. Without limiting the foregoing, if we make a change to the Terms that materially impacts your use of the Services, we will endeavor to notify you by email at the email address you provide to us. These Terms are to ensure that you will use the Services only in the ways in which we intend for it to be used.

By accessing or using the Services:

(a) You acknowledge that you have read, understood, and accept these Terms and any additional documents or policies referred to in or incorporated into these Terms, whether you are a visitor to our Services or a registered user;

(b) If these Terms have materially changed since you last accessed or used the Services, you acknowledge and agree that your continued access or use of the Services constitutes your acceptance of the changed Terms;

(c) (c) You represent and warrant that you are at least eighteen (18) years of age and have the right, authority, and capacity to enter into these Terms, either on behalf of yourself or the group, organization, or entity that you represent (“Customer Organization”); and

(d) You consent to receive communications from us electronically, and you agree that such electronic communications, notices, and postings satisfy any legal requirements that communications be in writing.

1.Accessing the Services

We grant you permission to access and use the Services subject to the restrictions set out in these Terms. It is a condition of your use of the Services that the information you provide is correct, current, and complete. Your use of the Services is at your own risk, including the risk that you may be exposed to content that is offensive, indecent, inaccurate, objectionable, or otherwise inappropriate. You are responsible for making all arrangements necessary for you to have access to the Services. We may close your account, suspend your ability to use certain portions of the Services, and/or ban you altogether from the Services for any or no reason, and without notice or liability of any kind. You are responsible for ensuring your access to the Services, and that access may involve third-party fees (such as Internet service provider or airtime charges) and obtaining and maintaining all equipment necessary to access the Services.

Program Specific Terms.

• If you are a user of or enrolled in our program “Sustained Resilience – Building Tomorrow’s Leaders”, you are subject to and agree to comply with the additional program terms set forth as Addendum A to these Terms.
• If you are enrolled in our program “Crisis Ready Membership for Consultants and Small Agencies”, you are subject to and agree to comply with the additional program terms set forth as Addendum B to these Terms.

2.Account Registration and Account Security.

General Registration. Some or all of the Services and certain features or functionalities, may require you to register an account with us. When you do, we may ask you to provide certain registration details or other information about yourself. All such information is subject to our Privacy Policy. You are responsible for maintaining accurate account information at all times, including a valid email address and billing information and updating such information as necessary. You may not impersonate someone else to create an account, create or use an account for anyone other than yourself, permit anyone else to use your account, or provide personal information for purposes of account registration other than your own. In order to ensure we can protect and properly administer the Services and our community of users, we have the right to disable or close any user account at any time and for any reason or for no reason.

Administrator Accounts. The person who first completes the Services account registration on behalf of any Customer Organization will be the “Administrator” for purposes of such Customer Organization’s use of the Service and exercises certain options to initially determine the level of access for the Service related to the Customer Organization. For example, the Administrator will determine, subject to these Terms, who can be an authorized user of the Service under the Customer Organization associated with that Administrator and the level of privileges that such authorized users will possess. The initial billing contact for your Customer Organization will be the billing information provided by the initial Administrator during the initial registration. Administrator accounts must comply in all respects with all terms and conditions applicable to user accounts, including without limitation these Terms. Administrator level access is not available for the “Crisis Ready Membership for Consultants and Small Agencies” program; please see Addendum B for more details.

Administrator Responsibilities. Upon becoming an Administrator, each person will be deemed to agree to the obligations hereunder. You may grant or assign user accounts to your authorized users, provided that you may only assign or grant accounts to authorized users who are over the age of 18. Furthermore, if you register as an Administrator as a teacher or faculty member at an academic or educational institution, you may only grant accounts to authorized users who are your students and over age 18. As Administrator, you are responsible for purchasing a sufficient number of licenses for your authorized users or ensuring that your authorized users each purchase their own license. Only one license may be used per authorized user to register an account and access the Services. You may not, under any circumstances, sell, distribute, or assign user accounts in violation of these Terms. For the avoidance of doubt, you may not sell, distribute or assign user accounts for any commercial or non-educational purpose. You are responsible for (and shall ensure) your authorized users’ compliance with these Terms and you shall ensure the reliability of all authorized users who access the Services. Company reserves the right in its sole discretion to refuse to keep accounts for, or provide any services to, any individual or user.

User Accounts. If you are not using the Services as an Administrator, you may create your own account, or your account may be assigned to you by an Administrator, such as a professor or educational institution. If you are an authorized user using an account assigned to you by an Administrator, your Administrator may be able to access or disable your account. By using or registering an account to access the Services, you are subject to and shall comply in all respects with any terms applicable to user accounts, including without limitation these Terms.

Account Security. Once you have an account, you are responsible for all activities that occur in connection with your account. You will treat as confidential your account access credentials and will not disclose your account access credentials to any third-party. You agree to immediately notify us if you have any reason to believe that your account credentials have been compromised or if there is any unauthorized use of your account or password, or any other breach of security. We ask that you use particular caution when accessing your profile from a public or shared computer, or when using your account in a public space, such as a park or cafe or public library, so that others are not able to view or record your access credentials or other personal information. We encourage you to use a VPN or take other protective measures if you are accessing your account from a public computer or on a public WiFi connection, even if or when that public WiFi connection is password protected.

3.Prohibited Uses.

You may use the Services only for lawful purposes and in accordance with these Terms. We are under no obligation to enforce the Terms on your behalf against another user. We encourage you to let us know if you believe another user has violated the Terms or otherwise engaged in prohibited or illegal conduct.

You agree not to, and will not assist, encourage, or enable others to use the Services:

• For any commercial purpose, except as expressly permitted under these Terms.
• To violate any applicable national, regional, federal, state, local, or international law or regulation.
• To create, send, knowingly receive, display, transmit, upload, download, use, or reuse any material which:
  • Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable;
  • Infringe any patent, trademark, trade secret, copyright, or other intellectual property rights of any other person;
  • Violate or assists in the violation of legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, or that otherwise may be in conflict with these Terms and/or our Privacy Policy; or
  • Is likely to deceive or confuse any person.

Additionally, you agree not to, and will not assist, encourage, or enable others to:

• Violate these Terms and our Community Standards which is provided to you and available on our Services following your account registration.
• Reverse engineer any portion of the Services.
• Solicit, harass, or contact another user without permission.
• Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade, or in any way exploit the Services, except as expressly authorized by Company.
• Remove or modify any copyright, trademark, or other proprietary rights notice that appears on any portion of the Services or on any materials printed or copied from the Services.
• Record, process, harvest, collect, or mine information about other users.
• Access, retrieve, or index any portion of the Services for purposes of constructing or populating a searchable database.
• Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose.
• Use the Services to transmit any computer viruses, worms, defects, Trojan horses, or other items of a destructive nature (collectively, “Viruses”).
• Use the Services to violate the security of any computer network, crack passwords or security encryption codes.
• Remove, circumvent, disable, damage, or otherwise interfere with any security-related features or other restrictions of the Services.
• Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which the Services is stored, or any server, computer, or database connected to the Services.
• Attack the Services via a denial-of-service attack or a distributed denial-of-service attack.
• Otherwise attempt to interfere with the proper working of the Services.

The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to them (even if permissible under applicable law) without providing thirty (30) days’ prior written notice to us by sending an email to info@crisisreadyinstitute.com and including any information that we may reasonably require to give us an opportunity to provide alternative remedies or otherwise accommodate you at our sole discretion.

4.IP Ownership.

We own the Services and all of our trademarks, logos, branding, and any other Content that we create or provide in connection with the Services (“Company Content”), including proprietary rights of every kind and nature however denominated throughout the world, registered or unregistered, associated with such Company Content and the Services (collectively, “Company IP”). Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Company IP are retained by us.

We are not responsible or liable to any third-party for the content or accuracy of any materials posted by you or any other user of the Services. You understand that when using the Services, you will be exposed to text, images, photos, audio, video, location data, and all other forms of data or communication (“Content”) from a variety of sources, and that Company is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such Content. We do not endorse any Content made available through the Services by any user or other licensor, or any opinion, recommendation, or advice expressed therein, and we expressly disclaim any and all liability in connection with such Content.

5.Responsibility for Your Content.

You understand and acknowledge that you alone are responsible for Content that you submit or transmit to, through, or in connection with the Services or that you publicly display or displayed in your account profile (collectively, “Your Content”), and you, not Company, assume all risks associated with Your Content, including anyone’s reliance on its quality, accuracy, reliability, appropriateness, or any disclosure by you of information in Your Content that makes you or anyone else personally identifiable. You represent that you own or have the necessary rights, consents, and permissions to use and authorize the use of Your Content as described herein. If Your Content contains any videos or audiovisual recordings, you represent and warrant that any individuals captured in the video or recording have consented and waived any rights of publicity, privacy, or other rights under applicable law. You may not imply that Your Content is in any way sponsored or endorsed by Company. You represent and warrant that Your Content does not violate these Terms.

a.Copyright Infringement and Digital Millennium Copyright Act.

We respect the intellectual property rights of others, and we ask our users to do the same. In accordance with the Digital Millennium Copyright Act (DMCA) and other applicable law, in appropriate circumstances and in our sole discretion, we may terminate the rights of any user to use the Services (or any part thereof) who infringes the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, or if you are aware of someone infringing on your rights, please provide the following information to the “Copyright Agent”:

• An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest.
• A description of the copyrighted work that you claim has been infringed upon.
• A description of where the material that you claim is infringing is located on the Services.
• Your address, telephone number, and email address.
• A statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, and/or the law.
• A statement by you, made under penalty of perjury, that the above information in your notice is accurate, and that you are the copyright owner or authorized to act on the copyright owner’s behalf.

All notices of copyright infringement claims should go to our Copyright Agent at copyright@crisisreadyinstitute.com.

b.Our Right to Use Your Content.

You hereby irrevocably grant us world-wide, perpetual, non-exclusive, royalty-free, assignable, sublicensable, transferable rights to use Your Content for any purpose. Pursuant to this grant, you agree that we may use Your Content in a number of different ways, including by publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. Please note that you also irrevocably grant the users of the Services the right to access Your Content in connection with their use of the Services. Finally, you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of moral right or attribution with respect to Your Content. By “use” we mean use, make, have made, sell, offer for sale, import, practice, copy, publicly perform and display, reproduce, perform, distribute, modify, translate, remove, analyze, commercialize, and prepare derivative works of Your Content. We are not and shall not be under any obligation, except as otherwise expressly set forth in these Terms or our other policies, (1) to maintain Your Content in confidence; (2) to pay you any compensation for Your Content; (3) to credit or acknowledge you for Your Content; (4) to respond to Your Content; or (5) to exercise any of the rights granted herein with respect to Your Content.

You further represent and warrant that any of Your Content that you provide or submit to the Services for consideration to display on the Services to other users (“Submitted Content”), is and will be original works created solely by you. We are not under any obligation to display Submitted Content, and may in our discretion, modify, curate, truncate, improve, or create derivative works of Submitted Content (“Derivatives”). Any Derivatives is and will be owned by Company, and you hereby assign any right, title, and interest you have or obtain in and to such Derivatives to Company.

6.Payment; Fees.

a.You shall pay the fees specified by Company for any purchases you make on or through the Services. You represent and warrant that all information you provide in connection with any purchase you make in connection with the Services is true and accurate. For any recurring payments, you hereby authorize Company to bill your payment instrument in advance on a periodic basis in accordance with the terms of the applicable subscription plan until you terminate your account, and you further agree to pay any charges so incurred. If Company chooses to bill through invoice, you shall pay to Company the amounts set forth on the applicable invoice within 30 days of the invoice receipt date. Unpaid invoices are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Company’s net income.

b.Subscriptions. If you sign-up as a member for our Crisis Ready Community or other products or services that we offer on a subscription basis as part of the Services (collectively referred to as the “Subscription Services”), we may, either after an initial free trial period or at the beginning of your access to the Services, bill you recurring fees (“Subscription Fees”) during the automatically-renewing subscription term for your use and access of the Subscription Services.

c.Opt-Out. Unless you affirmatively opt out of automatic renewal, you hereby authorize us to renew or begin the Subscription Services automatically on a monthly basis. If you opt out of automatic renewal, your access to the Subscription Services will terminate at the end of the billing period in which you opt out. You must maintain accurate and up-to-date payment information. We assume no responsibility or liability if your access to the Subscription Services fails to renew or otherwise expires because of outdated or incorrect payment information.

d.Cancellations. You may cancel the Subscription Services at any point by emailing info@crisisreadyinstitute.com. If you cancel the Subscription Services, your access to the Subscription Services will continue until the last day of the billing period in which you cancelled, at which point it will expire. Purchase and/or redemption of the Subscription Services is final and non-refundable; if you cancel or opt out, we will not issue you any refund, including partial or pro-rated refunds, unless required to do so by law.

e.Changes. We reserve the right to modify, offer additional, or cease offering the Subscription Services at any time in our sole discretion, including but not limited to changes in Subscription Fees, modifying the availability of, and eligibility requirements for, certain Subscription Services, or modifying the features and functionality of certain Subscription Services. We will provide you with thirty (30) days prior notice via email before changes in Subscription Fees take effect. Any changes to the Subscription Fees will be effective upon your next billing cycle, and will not apply retroactively or to the remainder of your current month. In the event we do migrate you to different services or modify the Subscription Fee, you may opt out of these changes by disabling auto-renewal of the Subscription Services or cancelling the Subscription Services in accordance with this Section 6, but we will not issue you any refund, including partial or pro-rated refunds, unless required to do so by law.

7.Links to other Sites.

If there are other websites and resources linked to on the Services, these links are provided only for the convenience of our users. We have no control over the contents of those websites or resources, and therefore cannot accept responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the Services, you do so entirely at your own risk and subject to the Terms and conditions of use for such websites.

8.No Guarantee of Service.

Although we hope to make the Services available at all times in the future, there may be times when we need to disable the Services either temporarily or permanently. The Services may be modified, updated, interrupted, suspended, or discontinued at any time without notice or liability. Keep this in mind as Company will not be liable if all or any part of the Services is unavailable at any time, for any period of time. Also, from time to time, we may restrict access to some parts of the Services, or the entire Services, to users, including registered users. We cannot and do not make any representations or warranties with respect to the devices you use to access or use the Services, including with respect to device compatibility.

9.Disclaimer of Warranties.

a.YOU ACKNOWLEDGE AND AGREE THAT 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, OR AS AN ENDORSEMENT BY OR REPRESENTATION OF THE OPINIONS OF COMPANY.

b.COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE, OR THAT THE PROGRAM OR ANY SERVICES OR DELIVERABLES WILL (IN WHOLE OR IN PART) MEET ANY PERSON’S NEEDS OR WILL BE AVAILABLE FOR USE AT ANY PARTICULAR TIME OR WILL BE UNINTERRUPTED OR ERROR-FREE. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICES IS ENTIRELY AT YOUR OWN RISK. YOU FURTHER WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.

c.YOU FURTHER ACKNOWLEDGE AND AGREE THAT: (A) COMPANY DOES NOT REPRESENT, WARRANT, PROMISE OR GUARANTY ANY PARTICULAR RESULT FROM THE SERVICES (IN WHOLE OR IN PART); (B) COMPANY ACCEPTS NO RESPONSIBILITY AND HEREBY EXPRESSLY DISCLAIMS ANY AND ALL LIABILITY FOR ANY CLAIMS OR LOSSES, INCLUDING THIRD PARTY CLAIMS OR RELATED LOSSES, REGARDING ANY RESULTS, OUTCOMES, EVENTUALITIES OR EFFECTS DUE TO OR IN ANY WAY CONNECTED WITH ANY USE OR IMPLEMENTATION OF THE PROGRAM OR ANY SERVICES (IN WHOLE OR IN PART), INCLUDING ANY: (I) MATERIAL ADVERSE EFFECT ON YOUR BUSINESS OR REPUTATION OR ANY OF YOUR REPRESENTATIVES; (II) LOSS OF LIFE, PERSONAL INJURY OR SICKNESS; OR (III) DESTRUCTION, DAMAGE OR LOSS OF OR TO ANY TANGIBLE OR INTANGIBLE PROPERTY, INCLUDING REPUTATION OR GOODWILL; AND (C) COMPANY UNDERTAKES NO RESPONSIBILITY FOR INVESTIGATING OR VERIFYING THE ACCURACY OF ANY INFORMATION PROVIDED BY YOU OR ANY OF YOUR AFFILIATES OR ANY OF THEIR RESPECTIVE REPRESENTATIVES.

d.IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, THEN THE FOLLOWING APPLIES. FOR EXAMPLE, (1) CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY" AND (2) NEW JERSEY RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF THE TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT (X) SECTION 15, WHICH STATES, AMONG OTHER THINGS, THAT “NO SELLERS…SHALL IN THE COURSE OF HIS BUSINESS OFFER TO ANY CONSUMER OR PROSPECTIVE CONSUMER OR ENTER INTO ANY WRITTEN CONSUMER CONTRACT OR GIVE OR DISPLAY ANY WRITTEN CONSUMER WARRANTY, NOTICE OR SIGN…WHICH INCLUDES ANY PROVISION THAT VIOLATES ANY CLEARLY ESTABLISHED LEGAL RIGHT OF A CONSUMER OR RESPONSIBILITY OF A SELLER…” AND (Y) SECTION 16, WHICH STATES, AMONG OTHER THINGS, THAT “…NO CONSUMER CONTRACT, NOTICE OR SIGN SHALL STATE THAT ANY OF ITS PROVISIONS IS OR MAY BE VOID, UNENFORCEABLE OR INAPPLICABLE IN SOME JURISDICTIONS WITHOUT SPECIFYING WHICH PROVISIONS ARE OR ARE NOT VOID, UNENFORCEABLE OR INAPPLICABLE WITHIN THE STATE OF NEW JERSEY…”. YOU HEREBY WAIVE, AS APPLICABLE, THESE SECTIONS OF THE CALIFORNIA CIVIL CODE AND NEW JERSEY TRUTH IN CONSUMER CONTRACT, WARRANTY, AND NOTICE ACT. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED PROVISIONS.

10.Limit of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE SERVICES, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR FROM ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF THE SITE OR SERVICES, ON ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT INCLUDING NEGLIGENCE, OR HOWSOEVER OTHERWISE) ARISING OUT OF, IN CONNECTION WITH, OR RESULTING FROM THE SERVICES. COMPANY’S AGGREGATE LIABILITY UNDER THESE TERMS SHALL BE LIMITED TO FEES ACTUALLY PAID BY YOU IN CONNECTION WITH THE SERVICES IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED U.S. DOLLARS ($100). THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THESE TERMS.

11.Indemnification.

You shall indemnify and hold harmless Company, its affiliates and licensors and their respective officers, directors, employees, contractors, agents, licensors and suppliers from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) resulting from (a) your violation of these Terms, including without limitation any addenda and/or program terms, or our Community Standards (b) your use of the Services, (c) any of Your Content, (d) your violation of any third party right, (e) your breach of applicable law, or (f) your negligence or willful misconduct.

12.Governing Law.

This Agreement shall be governed by the laws of the State of New York, without respect to its conflict of laws principles. You agree to submit to the personal jurisdiction of the federal and state courts located in New York, New York.

13.Arbitration and Class Action Waiver.

b.Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM COMPANY. For any dispute with Company, you agree to first contact us at info@crisisreadyinstitute.com and attempt to resolve the dispute with us informally. In the unlikely event that Company has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in New York, New York, unless you and Company agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney’s fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, copyrights, trademarks or other intellectual property rights, or other proprietary rights.

c.Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICES FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

14.General Terms.

These Terms constitute the sole and entire agreement between you and Company with respect to the Services and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Services. No waiver of these Terms by Company shall be deemed a further or continuing waiver of such term or condition or any other term or condition, and any failure of Company to assert a right or provision under these Terms shall not constitute a waiver of such right or provision. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be modified to reflect the parties’ intention or eliminated to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect. The Terms, and any rights or obligations hereunder, are not assignable, transferable, or sublicensable by you except with Company’s prior written consent, but may be assigned or transferred by us without restriction. Any attempted assignment by you shall violate these Terms and be void. The section titles in the Terms are for convenience only and have no legal or contractual effect.

15.Contact.

All feedback, comments, requests for technical support, and other communications relating to the Services should be directed to: info@crisisreadyinstitute.com. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third-parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development that is owned by us, and (iv) you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback.

Addendum A

Program Terms for Sustained Resilience – Building Tomorrow’s Leaders

Last Updated: October 15th, 2020

If you enroll as a student or Administrator in our program “Sustained Resilience – Building Tomorrow’s Leaders” (referred to as “Program” in this Addendum A), you represent and warrant that you are a registered student or member of the faculty at an academic or educational institution (“Qualified Registrant”). For clarity, if you are not a Qualified Registrant, you may not (and shall not enable or encourage any third party who is not a Qualified Registrant to) enroll in the Program. If you enroll as a student in the Program, you further agree to complete the coursework required and any other program requirements as we or your Administrator, as applicable, may specify. Upon your fulfillment of all the requirements of the Program, you will receive a certificate of completion (“Certificate”). YOU HEREBY ACKNOWLEDGE AND AGREE THAT (1) THE CERTIFICATE IS NOT A PROFESSIONAL ACCREDATION OR LICENSE IN ANY WAY; (2) COMPANY DOES NOT WARRANT OR PURPORT TO PROVIDE ANY PROFESSIONAL TRAINING OR ACCREDATION THROUGH THE PROGRAM; AND (3) THE CERTIFICATE DOES NOT ENTITLE YOU FOR CREDITS OR ANY OTHER CONSIDERATION AT YOUR INSTITUTION.

Addendum B

Program Terms for Crisis Ready Membership for Consultants and Small Agencies

Last Updated: February 16th, 2022

If you enroll as a member in our program “Crisis Ready Membership for Consultants and Small Agencies” (referred to as “Membership Program” in this Addendum B), you represent and warrant that you are (a) enrolling in your individual capacity, and (b) you are an employee or contractor of a Small consultancy or Small agency. “Small” means that your consultancy or agency employs and/or contracts with less than five individuals in total.

1.Acknowledgement. You acknowledge and agree that your access to the Membership Program is for your own use only, and you may not share your access with any third parties or any employees, contractors or other individuals in your Small consultancy or Small agency.

2.Membership Benefits. As a member of the Membership Program, provided you keep your membership in good standing pursuant to Section 2 below, you will receive:

a.A limited, non-transferable, and non-sublicensable license to Company’s name and logo solely for the purpose of publicly affiliating yourself with Company. You shall strictly comply with any trademark and logo use guidelines and quality control instructions provided by Company. All goodwill arising out of use of Company’s name and logo in any jurisdiction will inure to the sole benefit of Company.

b.A limited, non-transferable, non-sublicensable license to display and distribute Crisis Ready® Materials solely to clients of your business. "Crisis Ready® Materials" means member-specific Crisis Ready® materials, such as resources, techniques, frameworks made available by Company.

3.Good Standing. In order to maintain your membership in good standing, you agree as follows:

a.You are required to (and you shall) complete coursework and pass the examinations for a minimum of 3 Crisis Ready® Courses per year. Upon passing each course, you will be provided with a certificate of completion (“Certificate”). YOU HEREBY ACKNOWLEDGE AND AGREE THAT (1) THE CERTIFICATE IS NOT A PROFESSIONAL ACCREDATION OR LICENSE IN ANY WAY; (2) COMPANY DOES NOT WARRANT OR PURPORT TO PROVIDE ANY PROFESSIONAL TRAINING OR ACCREDATION THROUGH THE MEMBERSHIP PROGRAM; AND (3) THE CERTIFICATE DOES NOT ENTITLE YOU FOR CREDITS OR ANY OTHER CONSIDERATION AT ANY OTHER INSTITUTION.

b.You shall pay annual membership fees to Company, as determined by Company in its sole discretion. For clarity, Company reserves the right to increase memberships fees year over year. Company may provide you with the option to pay the membership fee in two installments. Without limiting Section 6a of our Terms, the first installment will be paid upon registration and the second installment will be automatically charged to your credit card two months later.

c.During your first year as a member of the Membership Program, you shall provide suggestions, comments, and other Feedback on a quarterly basis and provide reasonable assistance to Company in improving its Membership Program offerings and services.

4.Add-On Services. Company may, in its sole discretion, offer additional services relating to the Membership Program, such as coaching, support, advising, and other services (“Add-On Services”). If you engage Company to provide Add-On Services, you will be required to enter into an additional agreement with Company governing such Add-On Services, which will include, without limitation, requirements to pay Company a retainer amount.

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