ENROLLMENT TERMS AND CONDITIONS (“Terms”)
Entrepreneur Ready Inc.

1. DEFINITIONS
The following capitalized terms have the meanings set out below. Additional defined terms appear throughout these Terms.
"Agreement" means these Terms together with the Order, which are incorporated herein by reference and form a single binding agreement between ERI and the Participant.
"AI" means artificial intelligence technologies, including large language models, generative AI tools, chatbots, and related automated systems used by ERI in connection with the delivery of the Program.
"Confidential Information" has the meaning given in Section 10.
"Enrollment" means the Participant’s right to access and use the Program and Resources during the applicable Enrollment Term, subject to the terms and conditions of the Agreement.
"Enrollment Term" is the tenure of Enrollment determined as per Section 4.
"ERI" means Entrepreneur Ready Inc., and its permitted assigns and successors.
"ERI Materials" means all content, templates, forms, playbooks, workflows, reading materials, guidebooks, videos, slide decks, worksheets, audio recordings, and any other materials or resources created or made available by ERI or its licensors in connection with the delivery of the Program, whether or not designated as such, and all intellectual property rights therein.
"ERI Technology" means all tools, software, platforms, applications, systems, and other technological resources owned or licensed by ERI that are made available to the Participant as part of the Program, including any portals, learning management systems, AI-powered tools, and related infrastructure.
"Fees" means all amounts payable by the Participant in connection with the Enrollment, as set out in the Order.
"Intellectual Property Rights" means all patents, copyrights, trademarks, trade secrets, moral rights, database rights, design rights, know-how, and all other forms of intellectual property or proprietary rights, whether registered or unregistered, registrable or non-registrable anywhere in the world.
"Order" means the ordering document, online enrollment form, or other instrument completed by or on behalf of the Participant in relation to the Program.
"Program" means the online entrepreneur training program titled How To Start Something™.
"Program Description" means the document published by ERI at https://howtostartsomething.com/ that sets out the current Enrollment tiers, associated features, scope of access, and community and coaching resources available under each tier, as updated by ERI from time to time in accordance with Section 3.2. The Program Description is incorporated into and forms part of this Agreement.
"Resources" means the workshops, coaching sessions, feedback, insights, ERI Materials, ERI Technology, and all other components and deliverables made available to the Participant as part of the Program.
"Participant" means the individual who enrols in the Program by completing an Order and agreeing to these Terms.

2. ENROLLMENT TIERS
2.1 General. ERI offers the Program for enrollment in access tiers (each a “Tier”) as described in the Program Description. The specific Tier enrolled to by a Participant shall be identified in the Order. ERI reserves the right to modify, discontinue, or introduce new Tiers upon notice to Participants in accordance with Section 3.2. The features, scope of access, coaching inclusions, community access, and other Tier-specific terms applicable to each Tier shall be as set out in the Program Description in effect at the time the Participant completes the Order, subject to any subsequent updates made in accordance with Section 3.2.
2.2 Program Description Incorporated. The Program Description is incorporated into this Agreement by reference. In the event of any conflict between these Terms and the Program Description with respect to the general rights and obligations of the parties, these Terms shall prevail. In the event of any conflict between the Order and the Program Description with respect to Tier-specific features or scope, the Order shall prevail.
2.3 Scope of Services. The scope of all services, resources, and support available to a Participant is determined exclusively by the Tier selected by the Participant, as described in the Program Description. ERI is under no obligation to provide any service, resource, or support that is not expressly listed in the Program Description for the applicable Tier. Without limiting the generality of the foregoing: (a) live coaching sessions, direct coach feedback, and assigned coaches are available only under Tiers that expressly include such features; (b) access to the ERI Technology and ERI Materials is limited to the Enrollment Term applicable to the selected Tier; and (c) for Tiers that require a one-time lump-sum payment, the Enrollment Term expires at the end of the applicable access period unless the Program Description expressly provides for automatic renewal of that Tier.

3. ACCEPTANCE AND FORMATION OF AGREEMENT
3.1 Acceptance. By clicking “I Agree,” by submitting an Order, or by accessing or using the Program, ERI Technology, or ERI Materials in any manner, the Participant unconditionally accepts and agrees to be bound by the Agreement.
3.2 Amendments. ERI reserves the right to modify or update these Terms or the Program Description at any time by posting a revised version at https://howtostartsomething.com/ or by delivering notice to the Participant by electronic means. The Participant’s continued access to or use of the Program following the effective date of any modification shall constitute the Participant’s acceptance of the modified Terms or Program Description. If the Participant does not agree to any modification, the Participant must discontinue use of the Program immediately and notify ERI in accordance with Section 16.7.
3.3 Order of Precedence. In the event of any conflict or inconsistency between these Terms and the Order, these Terms shall prevail unless the Order expressly states that a specific provision of the Order is intended to supersede a specific provision of these Terms.

4. ENROLLMENT TERM AND CANCELLATION
4.1 Enrollment Term. The Enrollment Term for the Program will be based on the Tier selected by the Participant as identified in the Order and described in the Program Description. For Tiers requiring a one-time lump-sum payment, the Enrollment Term expires automatically at the end of the applicable access period described in the Program Description and does not automatically renew unless the Program Description expressly provides for automatic renewal of that Tier, in which case the Enrollment will renew as set out in the Program Description and Section 5.3. For Tiers structured as a monthly instalment, the Enrollment Term renews as set out in Section 5.3 unless cancelled in accordance with Section 4.2.
4.2 Cancellation by Participant. If the Participant chooses to cancel the Enrollment prior to the expiry of the Enrollment Term, the Participant may do so by: (a) logging into the Participant’s account on the ERI platform and selecting the cancellation option; or (b) providing written notice of cancellation to ERI at the contact details published at https://howtostartsomething.com/. Subject to a minimum twenty-four (24) hours prior notice, cancellation takes effect at the end of the then-current billing month for an Enrollment Tier where Fees are paid monthly. No partial-month refunds shall be issued in respect of Enrollments for Tiers where Fees are paid monthly. Enrollments for Tiers that require one-time lump-sum payment are non-cancellable and Fees paid therefor are non-refundable, except as expressly provided in Section 15.2.
4.3 Upgrades. A Participant enrolled in a lower Tier may upgrade to a higher Tier at any time during the Enrollment Term by completing a new Order for the higher Tier. The Fees payable on upgrade, any applicable credits from a prior Tier (including any promotional credit applicable to the Five-Day Sprint Tier), and the Enrollment Term for the upgraded Tier shall be as set out in the Program Description and the new Order at the time of upgrade. Upon upgrade, the Agreement shall be read to apply to the new Tier from the effective date of the new Order. Prior Fees paid for a lower Tier are non-refundable and will not be credited against the Fees for the higher Tier except as expressly set out in the Program Description or the new Order.

5. FEES AND PAYMENT
5.1 Fees Payment. All Fees for the Program are due and payable in advance, except for Tiers where monthly payment is permissible, in which case Fees will be paid in advance for each month during the Enrollment Term.
5.2 Non-Refundability. All Fees paid are non-refundable. Cancelling an Enrollment to a Program prior to the expiry of its Enrollment Term will not make the Participant eligible for a refund of pro-rata Fees, except as expressly provided in Section 15.2.
5.3 Automatic Renewal. Where the Participant’s selected Tier is structured as a monthly instalment, the Enrollment will automatically renew at the end of each monthly billing period at the then-current monthly Fee unless the Participant cancels in accordance with Section 4.2 before the renewal date. ERI will provide advance notice of any automatic renewal only to the extent expressly required by applicable law. For the avoidance of doubt, no advance notice is required prior to each recurring charge under any Enrollment Tier that renews at the same price and on the same terms as the prior billing period and that has a renewal cycle of less than one year (including, without limitation, monthly or six-month renewal cycles), except where applicable law expressly mandates such notice for that renewal period. Where advance notice is required by applicable law (including, without limitation, notice required in connection with a free trial conversion, a material change in price or terms, or any renewal cycle of one year or more), ERI will deliver such notice by electronic means to the contact information on file for the Participant within the timeframe required by the applicable law of the state in which the Participant resides. The Participant may cancel at any time before the next renewal date to avoid being charged for the following period. Fees already charged (including for a renewal period) are non-refundable.
5.4 Payment Authorization. By submitting payment information in connection with an Order, the Participant expressly authorizes ERI and its authorized payment processor to charge the payment method provided by the Participant for all Fees set out in the Order, including:
- One-time charges: for lump-sum Tiers, the full Fee amount as set out in the Order, charged at the time of purchase.
- Recurring charges: for monthly instalment Tiers, the applicable monthly Fee as set out in the Order, charged in advance on each monthly renewal date until the Enrollment is cancelled in accordance with Section 4.2.
The Participant acknowledges that: (a) the authorization granted herein remains in effect until the Enrollment is cancelled or the Agreement is terminated in accordance with its terms; (b) ERI may, at its discretion and in accordance with applicable payment network rules, retry a failed charge up to three (3) times within a seven (7) day period before treating the Enrollment as unpaid; (c) it is the Participant’s responsibility to ensure that the payment method on file is valid and has sufficient funds or credit available at the time of each charge; and (d) ERI shall not be liable for any fees, penalties, or charges imposed by the Participant’s bank or card issuer in connection with any charge or attempted charge.
5.5 Updating Payment Information. The Participant may update the payment method on file at any time through the Participant’s account on the ERI platform. ERI is not responsible for any interruption in access to the Program resulting from an expired, invalid, or declined payment method.
5.6 Taxes. All Fees are exclusive of applicable taxes, levies, or duties imposed by any taxing authority. The Participant shall be responsible for the payment of all such taxes arising in connection with the Enrollment, other than taxes levied on ERI’s net income.

6. ACCESS TO AND LICENSE OF ERI TECHNOLOGY
6.1 Limited License Grant. Subject to the Participant’s compliance with the Agreement and full payment of applicable Fees, ERI grants to the Participant a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the ERI Technology solely for the purpose of receiving the intended benefits of the Program during the Enrollment Term (the “License”).
6.2 Scope of License. The License is granted solely for the Participant’s personal use in connection with the Program. No other rights or licenses in or to the ERI Technology are granted or implied, whether by estoppel, course of dealing, or otherwise. For the avoidance of doubt, no license or right is granted to the Participant to:
- sublicense, resell, distribute, publish, or otherwise make available the ERI Technology to any third party;
- modify, adapt, translate, create derivative works of, or reverse engineer the ERI Technology;
- access the ERI Technology in a manner that is not expressly authorized by the Agreement;
- use the ERI Technology for competitive intelligence, benchmarking, or to build a competing product or service; or
- circumvent or attempt to circumvent any access controls, security features, or usage restrictions implemented by ERI in relation to the ERI Technology.

6.3 Ownership of ERI Technology. The ERI Technology and all Intellectual Property Rights therein are and shall remain the sole and exclusive property of ERI or its licensors. Nothing in the Agreement shall be construed to transfer, assign, or otherwise convey any ownership interest or proprietary rights in the ERI Technology to the Participant.
6.4 Revocation. ERI reserves the right to revoke, suspend, or modify the License at any time with immediate effect if: (a) the Participant breaches any provision of the Agreement; (b) the Fees are not paid; or (c) ERI discontinues or modifies the ERI Technology or any component thereof.

7. ERI MATERIALS AND INTELLECTUAL PROPERTY
7.1 Ownership of ERI Materials. All ERI Materials are and shall remain the sole and exclusive property of ERI or its licensors, as applicable. All Intellectual Property Rights in and to the ERI Materials, including without limitation copyrights, trademarks, trade secrets, and moral rights, are expressly reserved by ERI or its licensors. No title, ownership, or Intellectual Property Rights in any ERI Materials are transferred, assigned, or otherwise conveyed to the Participant at any time.
7.2 Permitted Use. ERI Materials are made available to the Participant solely for the Participant’s personal use in connection with the Participant’s participation in the Program during the Enrollment term. No other use of ERI Materials is authorized.
7.3 Prohibited Acts. The Participant shall not, and shall not attempt to, directly or indirectly:
- copy, reproduce, duplicate, print, or download any ERI Materials, whether in whole or in part, by any means or in any format;
- scrape, crawl, mine, extract, store, or harvest any ERI Materials using automated tools, bots, scripts, or otherwise;
- modify, adapt, translate, create derivative works based on, or otherwise alter any ERI Materials;
- share, distribute, publish, sell, license, sublicense, or otherwise make available any ERI Materials to any third party;
- redact, obscure, remove, or alter any proprietary notices, copyright marks, trademarks, or legends on any ERI Materials; or
- retain copies of ERI Materials beyond the Enrollment Term in any form.
7.4 Unauthorized Use; Revocation. If ERI is aware of, or has a reasonable basis to believe, that the Participant has made or attempted to make any unauthorized copy or use of the ERI Technology or ERI Materials, including any of the acts described in Section 7.3, then ERI shall have the right, exercisable immediately and without notice, to permanently revoke the Participant’s access to the Program, the ERI Technology, the ERI Materials, and all Resources. ERI reserves all other rights and remedies available to it at law or in equity, including claims for injunctive relief and damages.
7.5 Participant Content. The Participant retains ownership of any content, data, or materials that the Participant independently creates and submits through the Program (“Participant Content”). By submitting Participant Content through the Program, the Participant grants ERI a non-exclusive, royalty-free, worldwide license to use, process, display, and store such Participant Content to the extent necessary to deliver the Program and fulfil ERI’s obligations under the Agreement, and as further described in the Privacy Policy at [insert web-link].

8. ARTIFICIAL INTELLIGENCE IN PROGRAM DELIVERY
8.1 Use of AI. The Participant acknowledges and agrees that ERI may use AI technologies, including large language models, generative AI tools, and automated chatbot systems, in the delivery and administration of the Program.
8.2 No Warranty on AI Outputs. The Participant acknowledges that AI-generated outputs, including responses, recommendations, feedback, analyses, and content produced by chatbots or other AI tools, may contain errors, inaccuracies, omissions, or unintended results. ERI makes no representation, warranty, or guarantee of any kind, express or implied, regarding the accuracy, completeness, reliability, or fitness for any purpose of any AI-generated output. The Participant agrees to independently verify all AI-generated outputs before relying on them for any purpose, including business decisions or other consequential matters.
8.3 AI Training; Data Use. ERI reserves the right to use data relating to the Participant’s use of the Program and engagement with the Resources for the purpose of training, fine-tuning, and developing AI and large language models, whether currently in operation or under development. Such data may include:
- the nature, tenure, and frequency of the Participant’s use of the Program and the ERI Technology;
- the Participant’s interactions with ERI Materials, including engagement patterns and completion data; and
- anonymized or aggregated data derived from the Participant’s activity within the Program.
Any such use of data shall be conducted in accordance with ERI’s Privacy Policy and applicable data protection laws. ERI shall not use personally identifiable information of the Participant for AI training purposes in a manner that is inconsistent with ERI’s Privacy Policy or applicable law without obtaining appropriate consent.
8.4 AI Evolution. The Participant acknowledges that AI technologies are subject to rapid change and development, and that ERI may update, modify, replace, or discontinue any AI systems or tools used in connection with the Program at any time without notice.
8.5 Third-Party AI Providers. Some or all of the AI tools and automated systems used in connection with the Program may be operated by or rely upon third-party AI providers, including without limitation large language model providers and related technology platforms. ERI does not own or control such third-party AI systems and makes no representation, warranty, or guarantee regarding their continued availability, performance, accuracy, security, or fitness for any purpose. ERI shall not be liable for any failure, interruption, change, or discontinuation of any third-party AI system, or for any act or omission of any third-party AI provider, that affects the delivery or quality of the Program. Any issues arising from the performance of third-party AI tools shall be subject to the limitations of liability set out in Section 13.

9. PARTICIPANT OBLIGATIONS AND ACCEPTABLE USE
9.1 General Obligations. The Participant shall:
- use the Program, ERI Technology, and ERI Materials solely for lawful purposes and in compliance with the Agreement;
- maintain the security and confidentiality of its account credentials and promptly notify ERI of any unauthorized access to or use of its account;
- provide accurate, current, and complete information in connection with the Order and the Enrollment;
- comply with all applicable laws and regulations in connection with its use of the Program; and
- refrain from any conduct that is abusive, harassing, defamatory, fraudulent, or otherwise harmful toward ERI, its personnel, coaches, or other participants.
9.2 Prohibited Conduct. The Participant shall not:
- share, transfer, or otherwise make available the Participant’s account credentials or access rights to any third party;
- use the Program for any competitive intelligence, benchmarking, or research purpose directed at developing or improving a competing product or service;
- attempt to gain unauthorized access to any systems, networks, or accounts of ERI or other participants;
- introduce any viruses, malware, or other harmful code into ERI’s systems or platforms;
- impersonate ERI, its coaches, employees, or any other person in connection with the Program; or
- use the Program in any manner that could damage, impair, or overburden ERI’s infrastructure or adversely affect the experience of other participants.
9.3 Nature of Coaching; Sole Remedy. Where a Participant is enrolled in a Tier that includes coaching, the following terms apply. Coaches engaged by ERI are independent entrepreneurs trained in ERI’s acceleration methodology. All coaching input, feedback, recommendations, and suggestions provided by a coach are advisory only. Coaches do not provide legal, financial, tax, accounting, or other professional advice. The Participant is solely responsible for evaluating all coaching input and for any decisions the Participant makes in connection with the Program. ERI does not guarantee the outcome of any coaching engagement or the suitability of any coach’s advice for the Participant’s specific circumstances.
If a Participant is dissatisfied with a coach assigned under the applicable Tier, the Participant’s sole and exclusive remedy is to notify ERI in writing through the support contact published at https://howtostartsomething.com/, whereupon ERI will use reasonable efforts to assign a replacement coach. ERI’s liability in connection with any coaching provided under the Program is limited to the obligation to provide a replacement coach as set out in this Section 9.3, and in no event shall ERI be liable for any act, omission, advice, or recommendation of any coach.

10. CONFIDENTIALITY
10.1 Definition. “Confidential Information” means all non-public information disclosed by ERI to the Participant in connection with the Program that is designated as confidential or that, given the nature of the information or the circumstances of disclosure, reasonably should be understood to be confidential. Confidential Information includes, without limitation, all ERI Materials, ERI Technology, Program structure, methodologies, business strategies, pricing, and commercial terms.
10.2 Obligations. The Participant agrees to hold all Confidential Information in strict confidence, not to disclose any Confidential Information to any third party without the prior written consent of ERI, and to use Confidential Information solely in connection with the Participant’s participation in the Program. The Participant shall use at least the same degree of care to protect ERI’s Confidential Information as the Participant uses to protect its own confidential information, but in no event less than reasonable care.
10.3 Exceptions. The obligations in Section 10.2 shall not apply to information that: (a) is or becomes publicly available without breach of the Agreement by the Participant; (b) was rightfully known to the Participant prior to disclosure without restriction; (c) is rightfully received by the Participant from a third party without restriction; or (d) is required to be disclosed by applicable law or a court of competent jurisdiction, provided that the Participant gives ERI prompt written notice and cooperates with ERI in seeking a protective order.

11. DISCLAIMERS AND NO WARRANTIES
11.1 No Professional Advice. The Program is a live online entrepreneurship coaching and education program delivered through a combination of live workshops, live office hours, community engagement, AI-enabled tools, and, for applicable Tiers, direct human coaching. The Program is designed to help Participants develop entrepreneurial skills and take action toward launching or growing a venture. The Program, Resources, ERI Materials, and all content made available by ERI are intended for general educational and informational purposes only. Nothing in the Program constitutes legal, financial, accounting, investment, tax, or other professional advice, and the Program should not be treated as a substitute for qualified professional advice. Participants should consult qualified professionals before making any business, legal, or financial decisions.
11.2 No Guarantee of Results. ERI makes no representation, warranty, or guarantee that the Participant will achieve any particular business, financial, or personal outcome as a result of participating in the Program.
11.3 As-Is Basis. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE PROGRAM, ERI TECHNOLOGY, INCLUDING ALL CURRICULUM, COACHING SESSIONS, AI-ASSISTED TOOLS, COMMUNITY ACCESS, AND RELATED MATERIALS PROVIDED BY ERI ARE OFFERED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. ERI DOES NOT WARRANT THAT THE PROGRAM WILL BE AVAILABLE WITHOUT INTERRUPTION OR FREE FROM ERRORS. FURTHER, ERI EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION THAT COMPLETION OF OR PARTICIPATION IN THE PROGRAM WILL RESULT IN ANY PARTICULAR BUSINESS OUTCOME, LEVEL OF INCOME, OR CAREER RESULT. INDIVIDUAL RESULTS WILL VARY BASED ON EACH PARTICIPANT'S EFFORT, EXPERIENCE, AND CIRCUMSTANCES.

12. GUARANTEED PARTICIPATION
12.1 Guarantee Eligibility. Subject to the conditions set out in this Section 12, if a Participant has satisfied all Guaranteed Participation Requirements (as defined in Section 12.2) during the applicable Enrollment Term and has not, by the end of such Enrollment Term, secured paying clients, signed contracts, or validated impact opportunities (as determined by ERI acting reasonably), ERI will provide the Participant with continued access to certain Program resources for a period of up to six (6) months following the expiry of the Enrollment Term (the “Guarantee Period”), on the terms set out in Section 12.3.
12.2 Guaranteed Participation Requirements. To qualify for the guarantee set out in this Section 12, a Participant must satisfy each of the following requirements throughout the applicable Enrollment Term (collectively, the “Guaranteed Participation Requirements”):
- attend at least one (1) weekly live Program event per week throughout the Enrollment Term;
- complete all action steps set out in the Program roadmap;
- conduct a minimum of twenty (20) customer discovery conversations by the end of the second (2nd) month of the Enrollment Term;
- conduct a minimum of twenty (20) feedback, pilot, or offer validation meetings by the end of the fourth (4th) month of the Enrollment Term;
- for Participants enrolled in the Platinum Tier, respond to all coach communications and feedback within twenty-four (24) hours of receipt; and
- invest a minimum of ten (10) hours per week on the Program and the development of the Participant’s venture.
12.3 Guarantee Benefit. A Participant who has satisfied the Guaranteed Participation Requirements shall have continued access to the following Program resources during the Guarantee Period only:
- weekly live accelerator sessions;
- weekly office hours with coaches;
- the ERI community forum;
- the ERI success platform; and
- the AI-supported roadmap.

For the avoidance of doubt, the benefits during Guarantee Period does not include access to any individual or one-on-one coaching sessions, nor any Tier-specific resources beyond those expressly listed in this Section 12.3, regardless of the Tier in which the Participant was enrolled during the Enrollment Term.
12.4 Verification of Participation. ERI reserves the right to require the Participant to provide reasonable documentary evidence of the Participant’s compliance with the Guaranteed Participation Requirements as a condition of activating the Guarantee Period. Determinations by ERI as to whether the Guaranteed Participation Requirements have been satisfied shall be made in ERI’s reasonable discretion, and the burden of demonstrating compliance rests solely with the Participant.
12.5 No Financial Remedy. The guarantee set out in this Section 12 is not a money-back guarantee and does not entitle the Participant to any refund of Fees. The sole and exclusive benefit available under this guarantee is continued access to the Program resources described in Section 12.3 during the Guarantee Period, subject to the Participant’s ongoing compliance with the Agreement.
12.6 Termination. A Participant’s access to Program resources under this Section 12 shall immediately cease upon any termination of the Agreement by ERI for cause.
13. LIMITATION OF LIABILITY
13.1 Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER ERI NOR ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, CONTRACTORS, COACHES, LICENSORS, OR SERVICE PROVIDERS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT, THE PROGRAM, ERI TECHNOLOGY, OR ERI MATERIALS, INCLUDING LOSS OF PROFITS, REVENUE, GOODWILL, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ERI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ERI’S TOTAL AGGREGATE LIABILITY TO THE PARTICIPANT IN CONNECTION WITH THE AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL FEES PAID BY THE PARTICIPANT TO ERI IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
14. INDEMNIFICATION
The Participant agrees to defend, indemnify, and hold harmless ERI and its officers, directors, employees, coaches, contractors, licensors, and agents from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) the Participant’s breach of any provision of the Agreement; (b) the Participant’s use of the Program, ERI Technology, or ERI Materials in violation of applicable law or the Agreement; (c) any Participant Content that infringes the Intellectual Property Rights or other rights of any third party; or (d) the Participant’s wilful misconduct or fraud.
15. TERMINATION
15.1 Termination by ERI for Cause. ERI may terminate the Agreement and the Enrollment immediately, without notice and without liability, if: (a) the Participant breaches any material provision of the Agreement and fails to remedy such breach within five (5) business days of written notice from ERI (where such breach is capable of remedy); (b) the Participant engages in any prohibited conduct described in this Agreement; (c) any Fees are overdue and remain unpaid; or (d) ERI, in its sole discretion, determines that continued provision of the Program to the Participant would expose ERI or any third party to legal, reputational, or financial risk.
15.2 Termination by ERI for Convenience. ERI may terminate the Agreement and discontinue the Program upon not less than thirty (30) days’ prior written notice to the Participant, in which case ERI shall refund a pro-rated portion of any pre-paid Fees attributable to the unexpired portion of the then-current Enrollment Term.
15.3 Effect of Termination. Upon the expiry or termination of the Agreement for any reason: (a) all licenses granted to the Participant hereunder shall immediately terminate; (b) the Participant’s access to the Program, ERI Technology, ERI Materials, and all Resources shall cease immediately; (c) all provisions of the Agreement that by their nature should survive termination shall continue in full force and effect, including Sections 6 (Access to and License of ERI Technology), 7 (ERI Materials and Intellectual Property), 10 (Confidentiality), 11 (Disclaimers and No Warranties), 13 (Limitation of Liability), 14 (Indemnification), and 16 (General Provisions).
16. GENERAL PROVISIONS
16.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles, except that: (a) for Participants who are residents of the State of California, this Agreement shall be governed by the laws of the State of California to the extent required by applicable California law that cannot be waived by contract, including without limitation California consumer protection laws; and (b) the auto-renewal disclosure and cancellation rights obligations set out in Section 5.3 shall be governed by the laws of the state in which the Participant resides to the extent required by applicable law. The Participant irrevocably submits to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for the resolution of any dispute arising out of or in connection with this Agreement, provided that Participants who are residents of California may also bring claims in the appropriate courts of the State of California to the extent required by applicable California law.
16.2 Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject matter and supersedes all prior written or oral representations, proposals, communications, or agreements. Any and all claims against ERI (including its predecessors in interest) by the Participant arising under prior agreements (whether oral or in writing) with respect to the Program are hereby waived and released by the Participant by acceptance of this Agreement.
16.3 Severability. If any provision of this Agreement is determined as invalid, unlawful, or unenforceable then the remaining provisions shall continue in full force and effect.
16.4 Non-Waiver. No failure or delay by either party in enforcing or exercising any provision of this Agreement against the other shall prejudice or restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach.
16.5 Assignment. This Agreement may not be assigned by the Participant, whether by operation of law or otherwise, to any person, firm, or entity, and the Participant may not delegate its duties hereunder, without the express written consent of ERI.
16.6 Force Majeure. Neither ERI nor the Participant shall be under any liability to the other for any delay or failure to perform any obligations under this Agreement to the extent the same is caused, whether directly or indirectly, by circumstances beyond its reasonable control, provided the affected party provides the other party with written notice of the force majeure event within a reasonable time of its occurrence.
16.7 Notices. Any notice required or permitted under this Agreement shall be in writing (which for these purposes includes e-mail) and signed by or on behalf of the sender (or in the case of e-mail, bears the name of the sender) and sent or delivered to the recipient to the address set out in the Order or to such other address which the parties may have specified in writing from time to time. The sender may: deliver the notice, or arrange for its delivery, by hand and retain satisfactory proof of delivery; send the notice by fax and retain a successful fax transmission report recording the correct number of pages; send the notice by recorded delivery or registered post and retain a receipt of delivery or sending; send the notice by registered airmail if it is to be served by post outside the country from which it is sent and retain a receipt of sending; or send the notice by e-mail and retain an e-mail confirming receipt. Any notice shall be deemed to have been served: if delivered by hand, at the time and date of delivery; if sent by fax, at the time and date of the successful fax transmission report; if sent by recorded delivery or registered post, forty-eight (48) hours from the date of the posting (such date as evidenced by postal receipt); if sent by registered airmail, five days from the date of posting; or if sent by e-mail, when the sender receives a reply e-mail confirming delivery.
16.8 No Joint Venture. Nothing in this Agreement creates or is intended to create an association, trust, partnership, joint venture, or entity or similar legal relationship between the parties, or impose a trust, partnership, or fiduciary duty, obligation, or liability on or with respect to either party.
16.9 No Third-Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to, or will be deemed or construed to, create any rights or remedies in any third party.
16.10 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.
16.11 Headings. Headings are for reference purposes only, have no substantive effect, and shall not enter into the interpretation hereof.
16.12 Construction. The parties agree that the terms of this Agreement result from negotiations between them. Ambiguities or uncertainties in the wording of this Agreement will not be construed for or against any party and any presumption or principle that any provision hereof is to be construed against any party shall not apply.